10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-K

þANNUAL REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2016

- or -

o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the Transition period from __________ to__________

Commission File Number: 001-15185

FIRST HORIZON NATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

TENNESSEE	62-0803242
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification Number)
165 Madison Avenue, Memphis, Tennessee	38103
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 901-523-4444

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Exchange on which Registered
$0.625 Par Value Common Capital Stock	New York Stock Exchange, Inc.
Depositary Shares, each representing a 1/4,000th interest in a	New York Stock Exchange, Inc.
share of Non-Cumulative Perpetual Preferred Stock, Series A

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. þ YES   o NO

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o YES   þ NO

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ YES   o NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). þ YES   o NO

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one)

þ Large Accelerated Filer	o Accelerated Filer	o Non-Accelerated Filer	o Smaller Reporting Company
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o YES   þ NO

At June 30, 2016, the aggregate market value of registrant common stock held by non-affiliates of the registrant was approximately $3.1 billion based on the closing stock price reported for that date. At January 31, 2017, the registrant had 233,679,160 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the 2016 Annual Report to shareholders: Parts I, II, and IV of this Report

Portions of the Proxy Statement to be furnished to shareholders in connection with Annual Meeting of shareholders scheduled for April 25, 2017: Part III of this Report

CONTENTS OF THIS ANNUAL REPORT ON FORM 10-K

ITEM		Page
Part I
Item 1.	Business	1
Statistical Information Required by Guide 3		14
Item 1A.	Risk Factors	16
Item 1B.	Unresolved Staff Comments	34
Item 2.	Properties	34
Item 3.	Legal Proceedings	34
Item 4.	Mine Safety Disclosures	35
Supplemental Part I Information		35
Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities	37
Item 6.	Selected Financial Data	37
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	38
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	38

ITEM		Page
Item 8.	Financial Statements and Supplementary Data	38
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	38
Item 9A.	Controls and Procedures	39
Item 9B.	Other Information	39
Part III
Item 10.	Directors and Executive Officers of the Registrant	40
Item 11.	Executive Compensation	40
Item 12.	Security Ownership of Certain Beneficial  Owners and Management and Related  Stockholder Matters	41
Item 13.	Certain Relationships and Related Transactions	43
Item 14.	Principal Accountant Fees and Services	43
Part IV
Item 15.	Exhibits and Financial Statement Schedules	44
Item 16.	Form 10-K Summary	44
Signatures		45
Exhibit Index		46

Annual Report References: In this report, references to specific pages in our 2016 Annual Report to shareholders (sometimes referred to as the “2016 Annual Report”), or to specific pages of our consolidated financial statements or the notes thereto, refer to page numbers appearing in Exhibit 13 to this report on Form 10-K.

PART I

ITEM 1. BUSINESS

Our Businesses

Overview

First Horizon National Corporation (the “Corporation,” “First Horizon,” “FHN,” “we,” or “us”) is a Tennessee corporation headquartered in Memphis, Tennessee. We incorporated in 1968. We are registered as a bank holding company under the Bank Holding Company Act, and are a financial holding company under the provisions of the Gramm-Leach-Bliley Act. At December 31, 2016, FHN had total consolidated assets of $28.6 billion.

We provide diversified financial services primarily through our principal subsidiary, First Tennessee Bank National Association (the “Bank,” “FTB,” or “FTBNA”). The Bank is a national banking association with principal offices in Memphis, Tennessee. The Bank received its charter in 1864, and has a number of operating subsidiaries and divisions.

Business Segments

Our financial results of operations are reported through operational business segments which are not related to the legal structure of our subsidiaries. We operate through four business segments: regional banking, fixed income, corporate, and non-strategic. We sometimes refer to regional banking, fixed income, and corporate as our “core” business segments.

Regional Banking. The regional banking segment offers financial products and services, including traditional lending and deposit taking, to consumer and commercial customers in Tennessee and other selected markets. Regional banking provides investments, financial planning, trust services and asset management, credit card, and cash management. Additionally, the regional banking segment includes correspondent banking which provides credit,

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depository, and other banking-related services to other financial institutions nationally.

Fixed Income. The fixed income segment consists of fixed income securities sales, trading, and strategies for institutional clients in the U.S. and abroad, as well as loan sales, portfolio advisory services, and derivative sales.

Corporate. The corporate segment consists of unallocated corporate expenses, expense on subordinated debt issuances, bank-owned life insurance, unallocated interest income associated with excess equity, net impact of raising incremental capital, revenue and expense associated with deferred compensation plans, funds management, tax credit investment activities, gains on the extinguishment of debt, and acquisition-related costs.

Non-Strategic. The nonstrategic segment consists of the wind-down national consumer lending activities, legacy mortgage banking elements, and the associated ancillary revenues and expenses related to these businesses. Non-strategic also includes the wind-down trust preferred loan portfolio and exited businesses.

The approximate percentage of consolidated revenues (for this purpose, “revenues” are the sum of net interest income and noninterest income), consolidated expenses, and average assets ascribed to each of our segments for the past three years is set forth below. During that period, the regional banking segment total revenues and average assets have grown as a share of our consolidated total, while non-strategic has shrunk.

REVENUE, EXPENSE, AND ASSET MIX ASSOCIATED WITH BUSINESS SEGMENTS

	Revenues			Expenses			Average Assets
	2016	2015	2014	2016	2015	2014	2016	2015	2014
Regional Banking	77%	77%	73%	67%	54%	65%	62%	59%	55%
Fixed Income	22%	21%	18%	25%	21%	18%	9%	9%	9%
Corporate	*	*	*	6%	5%	7%	22%	23%	23%
Non-Strategic	4%	6%	11%	2%	20%	10%	7%	9%	13%
* Amount is less than one percent or negative.

Financial and other additional information concerning our segments – including information concerning assets, revenues, and financial results – appears in the response to Item 7 of Part II of this report and Note 20 to the Consolidated Financial Statements contained in our 2016 Annual Report to shareholders.

During 2016 approximately 43% of our consolidated revenues were provided by fee and other noninterest income and approximately 57% of revenues were provided by net interest income.

As a financial holding company, we coordinate the financial resources of the consolidated enterprise and maintain systems of financial, operational, and administrative control intended to coordinate selected policies and activities, including as described in Item 9A of Part II.

First Tennessee Bank National Association

During 2016 through its various business lines, including consolidated subsidiaries, the Bank generated gross revenue (net interest income plus noninterest income) of approximately $1.3 billion and contributed the majority of our consolidated revenue from continuing operations. At December 31, 2016, the Bank had $28.4 billion in total assets, $22.9 billion in total deposits, and $19.6 billion in total loans (net of unearned income).

Among Tennessee headquartered banks, the Bank ranked 1^st in Tennessee deposit market share at June 30, 2016 based on FDIC data.

Physical Business Locations

At December 31, 2016, FHN’s subsidiaries had over 200 business locations in 21 U.S. states, excluding off-premises ATMs. Almost all of those locations were bank financial centers and FTN Financial offices.

At December 31, 2016, the Bank had 169 branch locations in eight states: 153 branches in Tennessee; 1 branch in northwestern Georgia; 5 branches in northwestern Mississippi; 6 branches in North Carolina; and one branch each in Virginia, South Carolina, Florida, and Texas. The Bank has customer-service offices which are not legal bank branches, including private client and commercial loan offices, in Kentucky as well as in states where branches are located. The Bank also has operational and administrative offices in Tennessee.

At December 31, 2016, FTN Financial’s fixed income and other products and services were offered through 29 offices in 18 states across the U.S.

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Services We Provide

At December 31, 2016, we provided the following services through our subsidiaries and divisions:

· general banking services for consumers, businesses, financial institutions, and governments

· through FTN Financial: fixed income sales and trading; underwriting of bank-eligible securities and other fixed-income securities eligible for underwriting by financial subsidiaries; loan sales; advisory services; and derivative sales

· discount brokerage and full-service brokerage

· correspondent banking

· transaction processing: nationwide check clearing services and remittance processing

· trust, fiduciary, and agency services

· credit card products

· equipment finance services

· investment and financial advisory services

· mutual fund sales as agent

· retail insurance sales as agent

· mortgage banking services

Recent Significant Business Developments

Since the 2008-09 recession we have become a smaller company in terms of assets and liabilities, with a business mix focused on traditional banking and fixed income products and services. We exited our legacy nation-wide mortgage banking business in 2008, though in 2017 we are continuing to manage related legal exposures and the wind-down of a still-sizable loan portfolio. Economic, market, and regulatory conditions during the past several years have impacted our businesses substantially, putting downward pressure on revenues and upward pressure on compliance expense while limiting organic growth opportunities within our traditional markets. These adverse conditions have forced us, and many in our industry, to make significant changes in our business.

Over the past five years, key strategic priorities for us have included:

· targeted expansion of consumer and commercial banking markets

· opportunistic expansion of commercial lending, mainly through acquisition transactions, talent development, and talent acquisitions

· vigorous discipline in controlling expenses not closely related to revenue production

· managing our business units and products with a strong emphasis on risk-adjusted returns on invested capital

· robust emphasis on providing exceptional customer service as a primary means to differentiate us from our competitors

· investment in scalable technology and other infrastructure to attract and retain business, and to support expansion

We expect that these will continue to be areas of strong focus for many years to come. Examples of our implementation of these priorities include:

· Through organic and acquisitive growth we now have bank branches in Raleigh, Winston-Salem, and Greenville, North Carolina; Richmond, Virginia; Charleston, South Carolina; Jacksonville, Florida; and Houston, Texas.

· We have agreed to acquire Coastal Securities, expected to close in 2017, which will enhance the revenue and product diversification of our fixed income business.

· We have made key talent hires in critical areas throughout our company, with the main focus on growing economically profitable business lines.

· We have carefully pruned our physical network to reflect long-term trends in customer usage of physical branches, and correspondingly are making more efficient use of other physical facilities.

· We acquired branches in several smaller Tennessee markets, and we revamped our community banking model to better match our products and services to customer demand in those markets.

· Organic and acquisitive loan growth in regional banking has more than offset loan attrition from the non-strategic segment, where legacy loan portfolios are in long-term wind-down.

· Commercial loan growth has concentrated in specialty lending areas, such as lending to mortgage companies, where margins tend to be better but volatility tends to be higher.

The following table provides selected data concerning revenues, expenses, assets, liabilities, and shareholders’ equity for the past five years.

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SELECTED CONSOLIDATED REVENUE, EXPENSE, ASSET, LIABILITY, AND EQUITY DATA

(Dollars in millions; period-end financial condition data shown as of December 31)

	2016			2015		2014			2013		2012
Net interest income		$729.1			$653.7		$627.7			$637.4		$688.7
Provision for loan losses		11.0			9.0		27.0			55.0		78.0
Noninterest income		552.4			517.3		550.0			584.6		671.3
Provision for mortgage repurchase losses		(32.7	)		—		(4.3	)		170.0		299.3
Provision for litigation and regulatory matters		30.5			187.6		(2.7	)		63.7		33.3
Net Income Available to Common Shareholders		220.8			79.7		216.3			21.1		(26.8	)
Total loans (net of unearned income)		19,589.5			17,686.5		16,230.2			15,389.1		16,708.6
Total assets		28,555.2			26,192.6		25,665.4			23,782.4		25,322.0
Total deposits		22,672.4			19,967.5		18,068.9			16,735.0		16,629.7
Total term borrowings		1,040.7			1,312.7		1,877.3			1,737.8		2,223.7
Total liabilities		25,850.1			23,553.0		23,083.8			21,294.0		22,822.5
Preferred Stock Series A		95.6			95.6		95.6			95.6		—
Total Shareholders’ Equity		2,705.1			2,639.6		2,581.6			2,488.4		2,499.5

Noteworthy trends during this period include:

· Net loan growth has driven the growth in assets since 2013. Overall growth has been strong despite substantial run-off of non-strategic loans.

· Growth in net interest income has been positive overall but somewhat uneven since 2013 due to persistently low interest rates prevalent during this period, despite net loan growth. The uptick in 2016 was due mainly to loan growth coupled with a small interest rate increase in late 2015.

· The down-trend in noninterest income from 2013 to 2015 was due mainly to lower fixed income revenues (due primarily to low interest rate volatility) coupled with impacts in regional banking

from increased regulation. 2016 saw a move away from that trend mainly due to improved fixed income revenues.

· Mortgage repurchase and litigation expenses, mostly related to legacy businesses in our non-strategic segment, have been highly idiosyncratic during this period. At times they strongly impacted our net income, and those impacts obscure analysis of the bottom-line trends in our underlying businesses outside of the non-strategic segment.

· Deposits have grown significantly and steadily despite the low-rate environment. Much of that growth has been organic. Deposit growth has outpaced loan growth.

Other General Information

Strategic Transactions

An element of our business strategy is to consider acquisitions and divestitures that would enhance long-term shareholder value. Significant acquisitions and divestitures which closed during the past three years are described in Note 2 to the Consolidated Financial Statements appearing in the 2016 Annual Report to shareholders, which information is incorporated into this Item 1 by this reference.

In October 2016 we announced an agreement to acquire the fixed income businesses of Coastal Securities, Inc., a Houston-based firm specializing in

government-guaranteed loan sales and trading. We expect the transaction to close in 2017.

Subsidiaries

FHN’s consolidated operating subsidiaries at December 31, 2016 are listed in Exhibit 21.

The Bank has filed notice with the Office of the Comptroller of the Currency (“Comptroller” or “OCC”) as a government securities broker/dealer. The FTN Financial division of the Bank is registered with the Securities and Exchange Commission (“SEC”) as a municipal securities dealer. The Bank is supervised and

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regulated as described in “Supervision and Regulation” in this Item below.

Martin and Company, Inc., FTB Advisors, Inc., and FTN Financial Main Street Advisors, LLC are registered with the SEC as investment advisers. FTB Advisors, Inc. and FTN Financial Securities Corp. are registered as broker-dealers with the SEC and all states where they conduct business for which registration is required. FTB Advisors Insurance Services, Inc., First Horizon Insurance Services, Inc., and First Horizon Insurance Agency, Inc. are licensed as insurance agencies in all states where they do business for which licensing is required. FTN Financial Securities Corp., First Horizon Insurance Services, Inc., FTB Advisors Insurance Services, Inc., and First Horizon Insurance Agency, Inc. are financial subsidiaries under the Gramm-Leach-Bliley Act. FTB Advisors, Inc. is licensed as an insurance agency in the states where it does business for which licensing is required for the sale of annuity products. First Horizon Insurance Agency, Inc. is inactive.

R&D

Expenditures for research and development activities were not material in any of the last three fiscal years ended December 31, 2016.

Customer Concentration

Neither we nor any of our significant subsidiaries is dependent upon a single customer or very few customers.

Foreign Operations

Our non-U.S. operations are not material.

Seasonality

We do not experience material seasonality. We do experience a degree of seasonal variation in certain revenues, expenses, and credit trends.

Historically, these variations have somewhat increased certain expenses for the regional banking and fixed income segments, and somewhat diminished certain revenues for the regional banking segment, principally in the first quarter each year.

Employees

At December 31, 2016, FHN and its subsidiaries had 4,288 employees, or 4,268 full-time-equivalent employees, not including contract labor for certain services.

Other Information Associated with this Report

For additional information concerning our business, refer to the Management’s Discussion and Analysis of Financial Condition and Results of Operations, Glossary, and Acronyms sections contained in pages 3 through 79 of our 2016 Annual Report to shareholders, which sections are incorporated herein by reference.

External Information

Our current internet address is www.firsthorizon.com in the Investor Relations section of our internet website, under the SEC Filings tab, we make available free of charge our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, and amendments thereto as soon as reasonably practicable after we file such material with, or furnish such material to, the Securities and Exchange Commission. Additional information regarding materials available on our website is provided in Item 10 of this report beginning on page 40. No information external to this report and its exhibits, unless specifically noted otherwise, is incorporated into this report.

Supervision and Regulation

Scope of this Summary

The following summary describes certain of the material elements of the regulatory framework applicable to bank and financial holding companies and their subsidiaries, and to companies engaged in securities and insurance activities. It also provides certain specific information about us. To the extent that the following information describes statutory and regulatory provisions, it is qualified in its entirety by express reference to each of the particular statutory and regulatory provisions. A change in applicable statutes, regulations, or regulatory policy may have a material effect on our business.

Overview

FHN is a bank holding company and financial holding company within the meaning of the Bank Holding Company Act of 1956, as amended (the “BHCA”), and is registered with the Board of Governors of the Federal Reserve System (the “Federal Reserve” or “Federal Reserve Board”). We are subject to the regulation and supervision of, and to examination by, the Federal Reserve under the BHCA. We are required to file with the Federal Reserve annual reports and such additional information as the Federal Reserve may require pursuant to the BHCA.

A bank holding company that is not a financial holding company generally cannot directly or indirectly acquire

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the ownership or control of more than 5% of the voting shares or substantially all of the assets of any company, including a bank, without the prior approval of the Federal Reserve. Also, such a bank holding company and its subsidiaries generally are limited to engaging in banking and activities found by the Federal Reserve to be closely related to banking.

Eligible bank holding companies that elect to become financial holding companies may affiliate with securities firms and insurance companies and engage in activities that are “financial in nature,” generally without the prior approval of the Federal Reserve. “Financial” activities are much broader in scope than those which are “closely related to banking.” See “Financial Activities other than Banking” beginning on page 10 below.

The Federal Reserve may approve an application by a bank holding company to acquire a bank located outside the acquirer’s principal state of operations without regard to whether the transaction is prohibited under state law, although state law may still impose certain requirements. See “Interstate Banking and Branching” beginning on page 10 below.

The Tennessee Bank Structure Act of 1974, among other things, prohibits (subject to certain exceptions) a bank holding company from acquiring a bank for which the home state is Tennessee (a “Tennessee bank”) if, upon consummation, the company would directly or indirectly control 30% or more of the total deposits in insured depository institutions in Tennessee. As of June 30, 2016, we estimate that we held approximately 14.3% of such deposits.

Our Bank is a national banking association subject to regulation, examination, and supervision by the OCC as its primary federal regulator. The Bank is insured by, and subject to regulation by, the Federal Deposit Insurance Corporation (the “FDIC”) and is subject to regulation in certain respects by the Consumer Financial Protection Bureau (the “CFPB”). The Bank is also subject to various requirements and restrictions under federal and state law, including requirements to maintain reserves against deposits, restrictions on the types and amounts of loans that may be made and the interest that may be charged, limitations on the types of investments that may be made, activities that may be engaged in, and types of services that may be offered. Various consumer laws and regulations also affect the operations of the Bank.

In addition to the impact of regulation, commercial banks are affected significantly by the actions of the Federal Reserve as it attempts to control the money supply and credit availability in order to influence the economy. Also, the Bank and certain of its subsidiaries are prohibited from engaging in certain tie-in

arrangements in connection with extensions of credit, leases or sales of property, or furnishing products or services.

The regulatory framework governing banks and the financial industry is intended primarily for the protection of depositors and the Federal Deposit Insurance Fund, not for the protection of our Bank or our security holders.

Regulatory Tiers Based on Asset Size

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Reform Act,” the “Dodd-Frank Act,” or “Dodd-Frank”) made a substantial number of significant changes to how financial services companies are regulated. It was one of the most impactful laws affecting our industry since the 1930s. Many provisions or topics of Dodd-Frank and the regulatory initiatives under it in part are discussed elsewhere in this “Supervision and Regulation” section.

A major change adopted in Dodd-Frank and its many regulations has been to divide many critical regulatory topics into tiers based largely or entirely on asset size. Different topics have different cut-off points for the tiers. Within each topic, different rules apply to the different tiers. A few examples: (1) Bank holding companies with at least $50 billion of assets automatically are deemed “systemically important” under the Act and, as such, are subject to enhanced prudential standards, among other things. (2) Companies with $10 billion or more of assets must engage in regular stress-testing; for those with $50 billion or more, the testing is more frequent and regulatory involvement is more direct. (3) With $15 billion or more of assets, certain capital instruments no longer are counted as regulatory capital.

Some cut-off points are as low as $1 billion, and in one case it is $500 billion. However, as a rough generalization, for many of the most important regulatory topics the critical cut-off points are $10 billion and $50 billion. Companies with less than $10 billion are less regulated in several important ways, and companies with $50 billion or more are regulated much more severely in many important ways, than companies (like FHN) which fall into the middle. As a result, under Dodd-Frank: compliance costs and restrictions grow with size; they tend to change abruptly as a company crosses to the next tier; and, in the aggregate abrupt changes are most pronounced at the $10 and $50 billion levels.

The remainder of this “Supervision and Regulation” discussion focuses on the rules which apply to FHN based on its current asset size.

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Payment of Dividends

FHN is a legal entity separate and distinct from its banking and other subsidiaries. FHN’s principal source of cash flow, including cash flow to pay dividends on its stock or to pay principal (including premium, if any) and interest on debt securities, is dividends from the Bank. There are statutory and regulatory limitations on the payment of dividends by the Bank to FHN, as well as by FHN to its shareholders.

As a national bank, our Bank must obtain the prior approval of the OCC to pay cash dividends if the total of all dividends declared by the Bank’s board of directors in any year exceeds the total of (i) its net profits (as defined and interpreted by regulation) for that year plus (ii) the retained net profits (as defined and interpreted by regulation) for the preceding two years, less any required transfers to surplus. The Bank also can pay dividends only to the extent that retained net profits (including the portion transferred to surplus) exceed bad debts (as defined by regulation).

If, in the opinion of an applicable federal bank regulatory agency, a depository institution (such as the Bank) or a holding company (such as FHN) is engaged in or is about to engage in an unsafe or unsound practice (which, depending on the financial condition of the depository institution or holding company, could include the payment of dividends), that agency may require the institution or holding company to cease and desist from that practice. The federal banking agencies have indicated that paying dividends that deplete a depository institution’s or holding company’s capital base to an inadequate level would be an unsafe and unsound banking practice.

In addition, under the Federal Deposit Insurance Act (“FDIA”), an FDIC-insured depository institution may not make any capital distributions, pay any management fees to its holding company, or pay any dividend if it is undercapitalized or if such payment would cause it to become undercapitalized.

Applying the dividend restrictions imposed under applicable federal rules as outlined above, the Bank’s total amount available for dividends was negative $132.5 million as of December 31, 2016 and as of January 1, 2017. Consequently, the Bank cannot pay common dividends to its sole common stockholder, FHN, or to its preferred shareholders without prior regulatory approval. The application of those restrictions to the Bank is discussed in more detail in the following sections, all of which is incorporated into this Item 1 by reference: under the caption “Liquidity Risk Management” in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section beginning on page 54 of our 2016 Annual Report to shareholders;

and under the caption “Restrictions on dividends” in Note 12 – Regulatory Capital and Restrictions beginning on page 122 which is part of the material from our 2016 Annual Report that has been incorporated by reference into Items 7 and 8 of this report.

Under Tennessee law, FHN is not permitted to pay cash dividends if, after giving effect to such payment, FHN would not be able to pay its debts as they become due in the usual course of business or its total assets would be less than the sum of its total liabilities plus any amounts needed to satisfy any preferential rights if we were dissolving. In addition, in deciding whether or not to declare a dividend of any particular size, our Board must consider our current and prospective capital, liquidity, and other needs, including the needs of the Bank which FHN is obligated to support.

The payment of cash dividends by FHN and the Bank also may be affected or limited by other factors, such as the requirement to maintain adequate capital above regulatory guidelines and debt covenants. For example, as discussed under “Capital Adequacy” starting on page 8 below, FHN’s ability to pay dividends would be restricted if its capital ratios fell below minimum regulatory requirements plus a capital conservation buffer. The Federal Reserve and OCC have issued policy statements generally requiring insured banks and bank holding companies only to pay dividends out of current operating earnings. The Federal Reserve has released a supervisory letter advising, among other things, that a bank holding company should inform the Federal Reserve and should eliminate, defer, or significantly reduce its dividends if (i) the bank holding company’s net income available to shareholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividends; (ii) the bank holding company’s prospective rate of earnings is not consistent with the bank holding company’s capital needs and overall current and prospective financial condition; or (iii) the bank holding company will not meet, or is in danger of not meeting, its minimum regulatory capital adequacy ratios.

Transactions with Affiliates

The Bank’s ability to lend or extend credit to FHN and its nonbank subsidiaries (including for purposes of this paragraph, in certain situations, subsidiaries of the Bank) is restricted. The Bank and its subsidiaries generally may not extend credit to FHN or to any other affiliate in an amount which exceeds 10% of the Bank’s capital stock and surplus and may not extend credit in the aggregate to all such affiliates in an amount which exceeds 20% of its capital stock and surplus. Extensions of credit and other transactions between the Bank and FHN or such other affiliates

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must be on terms and under circumstances, including credit standards, that are substantially the same or at least as favorable to the Bank as those prevailing at the time for comparable transactions with non-affiliated companies. Further, the type, amount, and quality of collateral which must secure such extensions of credit is regulated.

There are similar legal restrictions on: the Bank’s purchases of or investments in the securities of and purchases of assets from FHN and its nonbank subsidiaries; the Bank’s loans or extensions of credit to third parties collateralized by the securities or obligations of FHN and its nonbank subsidiaries; the issuance of guaranties, acceptances, and letters of credit on behalf of FHN and its nonbank subsidiaries; and certain bank transactions with FHN and its nonbank subsidiaries, or with respect to which FHN and its nonbank subsidiaries act as agent, participate, or have a financial interest.

Capital Adequacy

U.S. financial industry regulators have long required that regulated institutions maintain minimum capital levels. Following an extended reform effort, enhancements to the capital rules were adopted in 2013. For FHN the new rules became effective in 2015, subject to a phase-in period for certain subjects. The new U.S. capital standards are based on international standards known as “Basel III.” The revised standards require the following:

· Common Equity Tier 1 Capital Ratio. For all supervised financial institutions, including FHN and the Bank, the ratio of Common Equity Tier 1 Capital to risk-weighted assets (“Common Equity Tier 1 Capital ratio”) must be at least 4.5%. To be “well capitalized” the Common Equity Tier 1 Capital ratio must be at least 6.5%. Common Equity Tier 1 Capital consists of core components of Tier 1 Capital. The core components consist of common stock plus retained earnings net of goodwill, other intangible assets, and certain other required deduction items. At December 31, 2016, FHN’s Common Equity Tier 1 Capital Ratio was 9.94% and the Bank’s was 9.80%.

· Tier 1 Capital Ratio. For all supervised financial institutions, including FHN and the Bank, the ratio of Tier 1 Capital to risk-weighted assets must be at least 6%. To be “well capitalized” the Tier 1 Capital ratio must be at least 8%. Tier 1 Capital consists of the Tier 1 core components discussed in the bulleted paragraph immediately above, plus non-cumulative perpetual preferred stock, a limited amount of minority interests in the equity accounts of consolidated subsidiaries, and a limited amount of cumulative perpetual preferred stock, net of

goodwill, other intangible assets, and certain other required deduction items. At December 31, 2016, FHN’s Tier 1 Capital Ratio was 11.17% and the Bank’s was 10.83%.

· Total Capital Ratio. For all supervised financial institutions, including FHN and the Bank, the ratio of Total Capital to risk-weighted assets must be at least 8%. At December 31, 2016, FHN’s Total Capital Ratio was 12.24% and the Bank’s was 11.78%.

· Capital Conservation Buffer. If a capital conservation buffer of an additional 2.5% above the minimum required Common Equity Tier 1 Capital ratio, Tier 1 Capital ratio, and Total Capital ratio is not maintained, special restrictions would apply to capital distributions, such as dividends and stock repurchases, and on certain compensatory bonuses. The capital conservation buffer requirement is subject to a four-year phase-in period beginning for FHN in 2016 at 0.625%, and increasing by that amount each year until 2.5% is reached in 2019.

· Leverage Ratio—Base. For all supervised financial institutions, including FHN or the Bank, the Leverage ratio must be at least 4%. To be “well capitalized” the Leverage ratio must be at least 5%. The Leverage ratio is Tier 1 Capital divided by quarterly average assets net of goodwill, certain other intangible assets, and certain required deduction items. At December 31, 2016, FHN’s Leverage ratio was 9.35% and the Bank’s was 9.16%.

· Leverage Ratio—Supplemental. For the largest internationally active supervised financial institutions, not including FHN or the Bank, a minimum supplementary Leverage ratio must be maintained that takes into account certain off-balance sheet exposures.

FHN believes that both FHN and the Bank were in compliance with applicable minimum capital requirements as of December 31, 2016.

The Federal Reserve Board, the FDIC, and the OCC incorporated market and interest-rate risk components into their risk-based capital standards. Those standards explicitly identify concentration of credit risk and certain risks arising from non-traditional activities, and the management of such risks, as important qualitative factors to consider in assessing an institution’s overall capital adequacy.

U.S. regulators’ market risk rules are applicable to covered institutions—those with aggregate trading assets and trading liabilities of at least 10% of their total assets or at least $1 billion. FHN and the Bank are covered institutions under the rule. The rules specify

8

the methodology for calculating the amount of risk-weighted assets related to trading assets and include, among other things, the addition of a component for stressed value at risk. The rule eliminates the use of credit ratings in calculating specific risk capital requirements for certain debt and securitization positions. Alternative standards of creditworthiness are used for specific standardized risks, such as exposures to sovereign debt, public sector entities, other banking institutions, corporate debt, and securitizations. In addition, an 8% capital surcharge applies to certain covered institutions, not including FHN or the Bank.

Moreover, the Federal Reserve has indicated that it considers a “Tangible Tier 1 Capital Leverage Ratio” (deducting all intangibles) and other indicia of capital strength in evaluating proposals for expansion or new activities.

Failure to meet capital guidelines could subject a bank to a variety of enforcement remedies, including the termination of deposit insurance by the FDIC, and to certain restrictions on its business and in certain circumstances to the appointment of a conservator or

receiver. See “Prompt Corrective Action (PCA)” beginning on page 9 of this report for additional information.

Stress Tests

Mid-tier U.S. financial institutions, including FHN and the Bank, annually must determine whether capital is likely to be adequate to absorb losses which could stem from certain hypothetical adverse economic scenarios provided by the regulators. Each institution must privately report the results to its primary regulator and must publicly disclose certain of those results.

Prompt Corrective Action (PCA)

Federal banking regulators must take “prompt corrective action” regarding FDIC-insured depository institutions that do not meet minimum capital requirements. For this purpose insured depository institutions are divided into five capital categories: “well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized” and “critically undercapitalized.” Our specific requirements are summarized in the table below.

Requirements for PCA Capitalization Categories

Well capitalized	·	Common Equity Tier 1 Capital ratio of at least 6.5%
	·	Tier 1 Capital ratio of at least 8%
	·	Total Capital ratio of at least 10%
	·	Leverage ratio of at least 5%
	·	Not subject to a directive, order, or written agreement to meet and maintain specific capital levels
Adequately capitalized	·	Common Equity Tier 1 Capital ratio of at least 4.5%
	·	Tier 1 Capital ratio of at least 6%
	·	Total Capital ratio of at least 8%
	·	Leverage ratio of at least 4%
	·	Not subject to a directive, order, or written agreement to meet and maintain specific capital levels
Undercapitalized	Failure to maintain any requirement to be adequately capitalized
Significantly Undercapitalized	Failure to maintain Common Equity Tier 1 Capital ratio of at least 3%, Tier 1 Capital ratio of at least 4%, Total Capital ratio of at least 6%, or a Leverage ratio of at least 3%
Critically Undercapitalized	Failure to maintain a level of tangible equity equal to at least 2% of total assets

At December 31, 2016, the Bank had sufficient capital to qualify as “well capitalized” under the regulatory capital requirements discussed above.

An institution may be deemed to be in a capitalization category that is lower than is indicated by its actual capital position if it receives an unsatisfactory examination rating. Institutions generally are not allowed to publicly disclose examination results.

An FDIC-insured depository institution generally is prohibited from making any capital distribution

(including payment of dividends) or paying any management fee to its holding company if the depository institution would thereafter be undercapitalized. Undercapitalized depository institutions are subject to restrictions on borrowing from the Federal Reserve System. In addition, undercapitalized depository institutions are subject to growth limitations and are required to submit capital restoration plans. An insured depository institution’s holding company must guarantee the capital plan, up to an amount equal to the lesser of 5% of the depository

9

institution’s assets at the time it becomes undercapitalized or the amount of the capital deficiency when the institution fails to comply with the plan, for the plan to be accepted by the applicable federal regulatory authority. The federal banking agencies may not accept a capital plan without determining, among other things, that the plan is based on realistic assumptions and is likely to succeed in restoring the depository institution’s capital. If a depository institution fails to submit an acceptable plan, it is treated as if it is significantly undercapitalized.

Significantly undercapitalized depository institutions may be subject to a number of requirements and restrictions, including orders to sell sufficient voting stock to become adequately capitalized, requirements to reduce total assets and cessation of receipt of deposits from correspondent banks.

Critically undercapitalized depository institutions are subject to appointment of a receiver or conservator, generally within 90 days of the date on which they become critically undercapitalized.

Holding Company Structure and Support of Subsidiary Banks

Because FHN is a holding company, its right to participate in the assets of any subsidiary upon the latter’s liquidation or reorganization will be subject to the prior claims of the subsidiary’s creditors (including depositors in the case of the Bank) except to the extent that FHN may itself be a creditor with recognized claims against the subsidiary. In addition, depositors of a bank, and the FDIC as their subrogee, would be entitled to priority over the creditors in the event of liquidation of a bank subsidiary.

Under Federal Reserve policy FHN is expected to act as a source of financial strength to, and to commit resources to support, the Bank. This support may be required at times even though, absent such Federal Reserve policy, FHN might not wish to provide it. In addition, any capital loans by a bank holding company to any of its subsidiary banks are subordinate in right of payment to deposits and to certain other indebtedness of the subsidiary bank. In the event of a bank holding company’s bankruptcy, any commitment by the bank holding company to a federal bank regulatory agency to maintain the capital of a subsidiary bank will be assumed by the bankruptcy trustee and entitled to a priority of payment.

Cross-Guarantee Liability

A depository institution insured by the FDIC can be held liable for any loss incurred by, or reasonably expected to be incurred by, the FDIC in connection with (i) the default of a commonly controlled FDIC-insured depository institution or (ii) any assistance

provided by the FDIC to any commonly controlled FDIC-insured depository institution “in danger of default.” “Default” is defined generally as the appointment of a conservator or receiver and “in danger of default” is defined generally as the existence of certain conditions indicating that a default is likely to occur in the absence of regulatory assistance. The FDIC’s claim for damages is superior to claims of shareholders of the insured depository institution or its holding company but is subordinate to claims of depositors, secured creditors, and holders of subordinated debt (other than affiliates) of the commonly controlled insured depository institution.

Currently the Bank is the only depository institution owned by FHN. If FHN were to operate another depository institution, any loss suffered by the FDIC in respect of one subsidiary bank would likely result in assertion of the cross-guarantee provisions, the assessment of such estimated losses against FHN’s other subsidiary bank(s), and a potential loss of FHN’s investment in its subsidiary banks.

Interstate Banking and Branching

Federal law allows a national bank to establish and operate a de novo branch in a state other than the bank’s home state if the law of the state where the branch is to be located would permit establishment of the branch if the bank were chartered by that state, subject to standard regulatory review and approval requirements. Federal law also allows a national bank to acquire an existing branch in a state in which the bank is not headquartered and does not maintain a branch if the OCC approves the branch or acquisition, and if the law of the state in which the branch is located or to be located would permit the establishment of the branch if the bank were chartered by that state.

Additionally, the Dodd-Frank Act created a number of regulatory requirements for interstate merger and acquisition activity, including the following: the acquiring bank must be well-capitalized and well-managed; concentration limits on liabilities and deposits may not be exceeded; and regulators must assess the transaction for incremental systemic risk.

Once a bank has established branches in a state through an interstate merger transaction or through de novo branching, the bank may then establish and acquire additional branches within that state to the same extent that a state chartered bank is allowed to establish or acquire branches within the state.

Financial Activities other than Banking

The Gramm-Leach-Bliley Act of 1999 (“GLB Act”) repealed or modified a number of significant provisions of then-current laws, including the Glass-Steagall Act and the Bank Holding Company Act of 1956, which

10

imposed restrictions on banking organizations’ ability to engage in certain types of activities. The GLB Act generally allows bank holding companies such as FHN broad authority to engage in activities that are financial in nature or incidental to a financial activity. These include: insurance underwriting and brokerage; merchant banking; securities underwriting, dealing, and market-making; real estate development; and such additional activities as the Federal Reserve in consultation with the Secretary of the Treasury determines to be financial in nature or incidental. A bank holding company may engage in these activities directly or through subsidiaries by qualifying as a “financial holding company.” To qualify, a bank holding company must file an initial declaration with the Federal Reserve, certifying that all of its subsidiary depository institutions are well-managed and well-capitalized. The GLB Act also permits national banks such as the Bank to engage in certain of these activities through financial subsidiaries. To control or hold an interest in a financial subsidiary, a national bank must meet the following requirements:

(1)	The bank must receive approval from the OCC for the financial subsidiary to engage in the activities.
(2)	The bank and its depository institution affiliates must each be well-capitalized and well-managed.
(3)	The aggregate consolidated total assets of all of the bank’s financial subsidiaries must not exceed the lesser of: 45% of the bank’s consolidated total assets; or $50 billion (subject to indexing for inflation).
(4)	The bank must have in place adequate policies and procedures to identify and manage financial and operational risks and to preserve the separate identities and limited liability of the bank and the financial subsidiary.
(5)	If the financial subsidiary will engage in principal transactions and the bank is one of the one hundred largest banks, the bank must have outstanding at least one issue of unsecured long-term debt that meets creditworthiness standards adopted by the Federal Reserve and the U.S. Secretary of the Treasury from time to time. If this fifth requirement ceases to be met after a bank controls or holds an interest in a financial subsidiary, the bank cannot invest additional capital in that subsidiary until the requirement again is met.

No new financial activity may be commenced under the GLB Act unless the national bank and all of its depository institution affiliates have at least “satisfactory” Community Reinvestment Act ratings. Certain restrictions apply if the bank holding company or the national bank fails to continue to meet one or more of the requirements listed above.

In addition, the GLB Act contains a number of other provisions that may affect the Bank’s operations, including limitations on the use and disclosure to third parties of customer information.

At December 31, 2016, FHN is a financial holding company and the Bank has a number of financial subsidiaries, as discussed in “Other General Information” beginning on page 4 of this report.

Interchange Fee Restrictions

Regulations under Dodd-Frank’s so-called Durbin Amendment severely cap interchange fees which the Bank may charge merchants for debit card transactions.

Volcker Rule

Banking regulators have adopted a rule under Dodd-Frank’s so-called Volcker provision. The principal purpose of the Volcker rule is to prohibit banking entities from engaging in proprietary trading, which is engaging as principal in any purchase or sale of one or more of certain types of financial instruments. A bank holding any prohibited instruments must sell them by 2017. The Volcker rule, as FHN currently understands its terms, is not expected to have a material financial impact on FHN in 2017.

Consumer Regulation by the CFPB

The CFPB adopts and administers significant rules affecting consumer lending and consumer financial services. Key rules for the Bank include detailed regulation of mortgage servicing practices and detailed regulation of mortgage origination and underwriting practices. The latter rules, among other things, establish the definition of a “qualified mortgage” using traditional underwriting practices involving down payments, credit history, income levels and verification, and so forth. The rules do not prohibit, but do tend to discourage, lenders from originating non-qualified mortgages.

The CFPB has been active bringing enforcement actions related to consumer financial protection laws, in many cases obtaining significant settlement outcomes. Enforcement theories advanced by the CFPB sometimes have gone beyond the industry’s interpretation of the applicable regulations; that practice generally increases our compliance risk.

FDIC Insurance Assessments; DIFA

U.S. bank deposits generally are insured by the Deposit Insurance Fund (“DIF”). The system of FDIC insurance premium rates charged consists of a rate grid structure in which base rates range from 5 to 35 basis points annually, and fully adjusted rates range from 2.5

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to 45 basis points annually. Key factors in the grid include: the institution’s risk category (I to IV); whether the institution is deemed large and highly complex; whether the institution qualifies for an unsecured debt adjustment; and whether the institution is burdened with a brokered deposit adjustment. Other factors can impact the base against which the applicable rate is applied. A basis point is equal to 0.01%.

Insurance of deposits may be terminated by the FDIC upon a finding that the institution has engaged in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, rule, order, or condition imposed by a federal bank regulatory agency.

Depositor Preference

Federal law provides that deposits and certain claims for administrative expenses and employee compensation against an insured depository institution would be afforded a priority over other general unsecured claims against such an institution, including federal funds and letters of credit, in the “liquidation or other resolution” of such an institution by any receiver.

Securities Regulation

Certain of our subsidiaries are subject to various securities laws and regulations and capital adequacy requirements promulgated by the regulatory and exchange authorities of the jurisdictions in which they operate.

Our registered broker-dealer subsidiaries are subject to the SEC’s net capital rule, Rule 15c3-1. That rule requires the maintenance of minimum net capital and limits the ability of the broker-dealer to transfer large amounts of capital to a parent company or affiliate. Compliance with the rule could limit operations that require intensive use of capital, such as underwriting and trading.

Certain of our subsidiaries are registered investment advisers which are regulated under the Investment Advisers Act of 1940. Advisory contracts with clients automatically terminate under these laws upon an assignment of the contract by the investment adviser unless appropriate consents are obtained.

Insurance Activities

Certain subsidiaries sell various types of insurance as agent in a number of states. Insurance activities are subject to regulation by the states in which such business is transacted. Although most of such regulation focuses on insurance companies and their insurance products, insurance agents and their activities are also subject to regulation by the states, including, among other things, licensing and marketing and sales practices.

Compensation and Risk Management

The Federal Reserve, OCC, and other agencies have issued guidance intended to ensure that incentive compensation arrangements at financial organizations take into account risk and are consistent with safe and sound practices. The guidance is based on three “key principles” calling for incentive compensation plans to: appropriately balance risks and rewards; be compatible with effective controls and risk management; and be backed up by strong corporate governance. In response: we operate an enhanced risk management process for assessing risk in incentive compensation plans; several key incentive programs use a net profit approach rather than a revenues-only approach; and mandatory deferral features are used in several key programs, including an executive program.

In 2016 federal agencies proposed regulations which may significantly change the regulation of incentive compensation programs at financial institutions. The proposal would create four tiers of institutions based on asset size. Institutions in the top two tiers (over $50 billion) would be subject to rules much more detailed and proscriptive than are currently in effect. If interpreted aggressively by the regulators, the rules could be used to prevent, as a practical matter, larger institutions from engaging in certain lines of business where substantial commission and bonus pool arrangements are the norm. FHN and the Bank currently would fall into the third tier, where the impact of the proposed rules is substantially more modest. FHN cannot predict what final rules may be adopted, nor how they will be implemented.

Effect of Governmental Policies

The Bank is affected by the policies of regulatory authorities, including the Federal Reserve, the OCC, and the CFPB. An important function of the Federal Reserve is to regulate the national money supply.

Among the instruments of monetary policy used by the Federal Reserve are: purchases and sales of U.S.

government and other securities in the marketplace; changes in the discount rate, which is the rate any depository institution must pay to borrow from the Federal Reserve; changes in the reserve requirements of depository institutions; and, indirectly, changes in the federal funds rate, which is the rate at which depository institutions lend balances to each other

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overnight. These instruments are intended to influence economic and monetary growth, interest rate levels, and inflation.

The monetary policies of the Federal Reserve and other governmental policies have had a significant effect on the operating results of commercial banks in the past and are expected to continue to do so in the future. Because of changing conditions in the national and

international economies and in the money markets, as well as the result of actions by monetary and fiscal authorities, it is not possible to predict with certainty future changes in interest rates, deposit levels, loan demand, or the business and results of operations of FHN and the Bank, or whether changing economic conditions will have a positive or negative effect on operations and earnings.

Other Proposals

Bills occasionally are introduced in the United States Congress and the Tennessee General Assembly and other state legislatures, and regulations occasionally are proposed by our regulatory agencies, any of which could affect our businesses, financial results, and financial condition.

Following the U.S. federal elections in November, 2016, it has been reported that significant parts of the Dodd-Frank Act, along with other banking laws, may

be substantially altered or repealed in 2017 or 2018. Any such legislative and regulatory actions could affect our businesses and future financial results, and could change parts of the regulatory framework which is outlined in this Item above.

We are not able to predict what, if any, changes that Congress, state legislatures, or the regulatory agencies will enact or implement in the future, nor the impact that those actions will have upon us.

Competition

In all aspects of the businesses in which we engage we face substantial competition from banks doing business in our markets as well as from savings and loan associations, credit unions, other financial institutions, consumer finance companies, trust companies, investment counseling firms, money market and other mutual funds, insurance companies and agencies, securities firms, mortgage banking companies, hedge funds, and other firms offering financial products or services.

Regional Banking

Our regional banking business primarily competes in several areas within the southeast U.S. where we have branch locations: (i) the major metro regions associated with Tennessee (west Tennessee around Memphis; middle Tennessee around Nashville; and east Tennessee around Knoxville, Chattanooga, and the tri-cities area of Johnson City, Bristol, and Kingsport); (ii) several selected mid-size “Mid-Atlantic” markets in Virginia, North Carolina, South Carolina, and Florida, along with Houston, Texas; and (iii) several smaller communities in Tennessee. However, competition in our industry is trending away from the traditional geographic footprint model. That trend is happening throughout the industry, but the rate of change is highly uneven among different types of customers, products, and services.

Our regional banking business serves both consumer and commercial customers. The consumer business remains strongly linked to our physical branch

locations. The commercial business also has a geographic linkage, but it is weaker. Some areas of our commercial banking business, particularly in specialty lending, are broadly regional or even national in scope rather than being heavily centered on branch locations.

Key traditional competitors in our Tennessee-oriented markets include Regions Bank, SunTrust Bank, Wells Fargo Bank N.A., Bank of America N.A., and Pinnacle National Bank, among many others including many community banks and credit unions. An additional key competitor in the Mid-Atlantic markets is Branch Banking and Trust Company (BB&T).

A number of recent technologies have been integrated into the financial system used by traditional banks, such as the evolution of ATM cards into debit/credit cards and the evolution of debit/credit cards into smart phones. These sorts of incrementally evolutionary technologies often have expanded the market for banking services overall while siphoning a portion of the revenues from those services away from banks. Prior methods of delivering those services were disrupted, but often at a pace which all but the weakest banks could accommodate.

Recently, some evolutionary pressures have arisen which may prove to be less incremental and more disruptive. For example, in financial planning and wealth management, companies that are not traditional banks, including both long-established firms (such as Vanguard) and new ones (such as Betterment), have developed highly-interactive systems and applications.

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These services compete directly with traditional banks in offering personal financial advice. The low-cost, high-speed nature of these “robo-advisor” services can be especially attractive to younger, less-affluent customers and potential customers. Traditional banks can develop and offer similar services, but in doing so risk cannibalizing their traditional business models for these services.

In recent years certain financial companies or their affiliates that traditionally were not banks have been able to compete more directly with the Bank for deposits and other traditional banking services and products. Increased fluidity across traditional boundaries is likely to continue. Non-traditional companies competing with us for traditional banking products and services include investment banks, brokerage firms, insurance company affiliates, peer-to-peer lending arrangers, non-bank deposit acceptors, companies offering payment facilitation services (such as PayPal and pre-paid debit card issuers), and extremely short-term consumer loan companies.

Fixed Income

Our fixed income business serves institutional customers, broadly segregated into depositories (including banks, thrifts, and credit unions) and non-depositories (including money managers, insurance companies, public funds, pension funds, and hedge funds). Both customer segments are widely dispersed geographically, predominantly within the U.S. We have many competitors within both segments including major U.S. and international securities firms as well as numerous regional and local firms.

Additional Information

For additional information on the competitive position of FHN and the Bank, refer to the “General” subsection above of this Item 1. Also, refer to the subsections entitled “Supervision and Regulation” and “Effect of Governmental Policies,” both of which are relevant to an analysis of our competitors. Due to the intense competition in the financial services industry we can make no representation that our competitive position has or will remain constant, nor can we predict how it may change in the future.

Sources and Availability of Funds

Information concerning the sources and availability of funds for our businesses can be found in the Management’s Discussion and Analysis of Financial Condition and Results of Operations, Glossary, and Acronyms sections, including the subsection entitled

“Liquidity Risk Management,” contained in pages 3 through 79 (including pages 54 through 55) of our 2016 Annual Report to shareholders. Those sections are incorporated herein by reference.

Statistical Information Required by Guide 3

The statistical information required to be displayed under Item 1 pursuant to Guide 3, “Statistical Disclosure by Bank Holding Companies,” of the Exchange Act Industry Guides is incorporated herein by reference to the Consolidated Financial Statements and the notes thereto and the Management’s Discussion and Analysis of Financial Condition and Results of

Operations, Glossary, and Acronyms sections set forth at pages 3 through 79 of our 2016 Annual Report to shareholders. Certain information not contained in the 2016 Annual Report to shareholders, but required by Guide 3, is contained in the tables immediately following:

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FIRST HORIZON NATIONAL CORPORATION

ADDITIONAL GUIDE 3 STATISTICAL INFORMATION

ON DECEMBER 31

(Unaudited)

Investment Portfolio

(Dollars in thousands)	2016		2015		2014
Securities available-for-sale:
Government agency issued mortgage-backed securities & collateralized mortgage obligations	$	3,756,645	$	3,743,294	$	3,362,431
U.S. treasuries		100		100		100
Other U.S. government agencies*		-		102		1,807
States and municipalities		-		1,500		10,205
Other		186,754		184,850		182,070
Total securities available-for-sale	$	3,943,499	$	3,929,846	$	3,556,613
Securities held-to-maturity:
States and municipalities	$	4,347	$	4,320	$	4,292
Equity and other		10,000		10,000		-
Total securities held-to-maturity	$	14,347	$	14,320	$	4,292

* Includes securities issued by government sponsored entities which are not backed by the full faith and credit of the U.S. Government.

Loan Portfolio

(Dollars in thousands)	2016		2015		2014		2013		2012
Commercial:
Commercial, financial, and industrial	$	12,148,087	$	10,436,390	$	9,007,286	$	7,923,576	$	8,796,956
Commercial real estate		2,135,523		1,674,935		1,277,717		1,133,279		1,168,235
Total Commercial		14,283,610		12,111,325		10,285,003		9,056,855		9,965,191
Consumer:
Consumer real estate		4,523,752		4,766,518		5,048,071		5,333,371		5,688,703
Permanent mortgage		423,125		454,123		538,961		662,242		765,583
Credit card and other		359,033		354,536		358,131		336,606		289,105
Total Consumer		5,305,910		5,575,177		5,945,163		6,332,219		6,743,391
Total Loans	$	19,589,520	$	17,686,502	$	16,230,166	$	15,389,074	$	16,708,582

Short-Term Borrowings

(Dollars in thousands)	2016		2015		2014
Federal funds purchased	$	414,207	$	464,166	$	1,037,052
Securities sold under agreements to repurchase		453,053		338,133		562,214
Trading liabilities		561,848		566,019		594,314
Other short-term borrowings		83,177		137,861		157,218
Total	$	1,512,285	$	1,506,179	$	2,350,798

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Maturities of Certificates of Deposit $100,000 and more on December 31, 2016

	0-3		3-6		6-12		Over 12
(Dollars in thousands)	Months		Months		Months		Months		Total
Certificates of deposits $100,000 and more	$	151,932	$	148,698	$	251,235	$	96,568	$	648,433

Contractual Maturities of Commercial Loans on December 31, 2016

			After 1 year
(Dollars in thousands)	Within 1 year		Within 5 years		After 5 years		Total
Commercial, financial, and industrial	$	4,717,030	$	5,850,598	$	1,580,459	$	12,148,087
Commercial real estate		532,918		1,306,608		295,997		2,135,523
Total	$	5,249,948	$	7,157,206	$	1,876,456	$	14,283,610
For maturities over one year:
Interest rates - floating			$	5,586,938	$	1,097,819	$	6,684,757
Interest rates - fixed				1,570,268		778,637		2,348,905
Total			$	7,157,206	$	1,876,456	$	9,033,662

ITEM 1A. RISK FACTORS

This Item outlines specific risks that could affect the ability of our various businesses to compete, change our risk profile, or materially impact our operating results or financial condition. Our operating environment continues to evolve and new risks continue to emerge. To address that challenge we have a risk management governance structure that oversees processes for monitoring evolving risks and oversees various initiatives designed to manage and control our potential exposure.

The following discussion highlights risks which could impact us in material ways by causing our future

results to differ materially from our past results, by causing future results to differ materially from current expectations, or by causing material changes in our financial condition. In this Item we have outlined risks that we believe are important to us at the present time. However, other risks may prove to be important in the future, and new risks may emerge at any time. We cannot predict with certainty all potential developments which could materially affect our financial performance or condition.

TABLE OF ITEM 1A TOPICS

Topic	Page
Forward-Looking Statements	17
Competition Risks	17
Risk From Economic Downturns and Changes	18
Risks Associated with Monetary Events	19
Strategic Risks	19
Risks Related to Businesses We May Exit	20
Legacy Mortgage Business Risks	21
Reputation Risks	22
Credit Risks	23
Operational Risks	24

Topic	Page
Service Risks	26
Regulatory, Legislative, and Legal Risks	26
Risks of Expense Control	28
Geographic Risks	28
Insurance	29
Liquidity and Funding Risks	29
Credit Ratings	30
Interest Rate and Yield Curve Risks	30
Securities Inventories and Market Risks	31
Accounting & Tax Risks	32
Risks of Holding our Stock	33

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Forward-Looking Statements

This report on Form 10-K and our 2016 Annual Report, including materials incorporated into either of them, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to our 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,” “estimate,” “should,” “is 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 our control, and many of which, with respect to future business decisions and actions (including acquisitions and divestitures), are subject to change. Examples of uncertainties and contingencies include, among other important factors: global, general, and local economic and business conditions, including economic recession or depression; the stability or volatility of values and activity in the residential housing and commercial real estate markets; potential requirements for us to repurchase, or compensate for losses from, previously sold or securitized mortgages or securities based on such mortgages; potential claims alleging mortgage servicing failures, individually, on a class basis, or as master servicer of securitized loans; potential claims relating to participation in government programs, especially lending or other financial services programs; expectations of and actual timing and amount of interest rate movements, including the slope and shape of the yield curve, which can have a significant impact on a financial services institution; market and monetary fluctuations, including fluctuations in mortgage markets; inflation or deflation; customer, investor, competitor, regulatory, and legislative responses to any or all of these conditions; the financial condition of borrowers and other counterparties; competition within and outside the financial services industry; geopolitical developments including possible terrorist activity; natural disasters; effectiveness and cost-efficiency of our hedging practices; technological changes; fraud,

theft, or other incursions through conventional, electronic, or other means affecting us directly or affecting our customers, business counterparties, or competitors; demand for our product offerings; new products and services in the industries in which we operate; the increasing use of new technologies to interact with customers and others; and critical accounting estimates. Other factors are those inherent in originating, selling, servicing, and holding loans and loan-based assets including prepayment risks, pricing concessions, fluctuation in U.S. housing and other real estate prices, fluctuation of collateral values, and changes in customer profiles. Additionally, the actions of the Securities and Exchange Commission (SEC), the Financial Accounting Standards Board (FASB), the Office of the Comptroller of the Currency (OCC), the Board of Governors of the Federal Reserve System (Federal Reserve), the Federal Deposit Insurance Corporation (FDIC), the Financial Industry Regulatory Authority (FINRA), the U.S. Department of the Treasury (Treasury), the Municipal Securities Rulemaking Board (MSRB), the Consumer Financial Protection Bureau (CFPB), the Financial Stability Oversight Council (Council), the Public Company Accounting Oversight Board (PCAOB), and other regulators and agencies; pending, threatened, or possible future regulatory, administrative, and judicial outcomes, actions, and proceedings; current or future Executive orders; changes in laws and regulations applicable to us; and our success in executing our business plans and strategies and managing the risks involved in the foregoing, could cause actual results to differ, perhaps materially, from those contemplated by the forward-looking statements.

We assume no obligation to update or revise any forward-looking statements that are made in this report on Form 10-K, in our 2016 Annual Report, or in any other statement, release, report, or filing from time to time. Actual results could differ and expectations could change, possibly materially, because of one or more factors, including those factors listed above or presented below, in other Items of this report, or in material incorporated by reference into this report. Readers of this report, including our 2016 Annual Report, should carefully consider the factors discussed in this Item 1A below, among others, in evaluating forward-looking statements and assessing our prospects.

Competition Risks

We are subject to intense competition for customers, and the nature of that competition is

changing quickly. Our primary areas of competition for customers include: consumer and commercial

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deposits and loans, financial planning and wealth management, personal or consumer loans including home mortgages and lines of credit, fixed income products and services, and other consumer and business financial products and services. Our competitors in these areas include national, state, and non-US banks, savings and loan associations, credit unions, consumer finance companies, trust companies, investment counseling firms, money market and other mutual funds, insurance companies and agencies, securities firms, mortgage banking companies, hedge funds, and other financial services companies (traditional and otherwise) that serve the markets which we serve.

Some competitors are traditional banks, subject to the same regulatory framework as we are, while others are not banks and in many cases experience a significantly different or reduced degree of regulation. Long-standing examples of less-regulated activity include check-cashing and independent ATM services. A recent example of unregulated activity is so-called “peer-to-peer” lending, where investors provide debt capital directly to borrowers.

Through technological innovations and changes in customer habits, the manner in which customers use financial services is changing. We provide a large number of services remotely (desktop, online, or mobile), and physical branch utilization has been in long-term decline throughout the industry for many years. Technology has helped us reduce costs and improve service, but also has allowed disruptors to enter traditional banking areas. Some traditional consumer banking services are largely provided through retailers, especially grocery stores and so-called super-stores which customers visit frequently. Companies as disparate as PayPal (an online payment clearinghouse) and Starbucks (a large chain of cafes) provide payment and exchange services which compete directly with banks in ways not possible until recent times.

Also, the nature of technology-driven competition is starting to change. A number of recent technologies have worked with the existing financial system and traditional banks, such as the evolution of ATM cards into debit/credit cards and the evolution of debit/credit cards into smart phones. These sorts of technologies often have expanded the market for banking services overall while siphoning a portion of the revenues from those services away from banks and disrupting prior methods of delivering those services. Companies which claim to offer applications and services based on artificial intelligence are beginning to compete much more directly with traditional financial services companies in areas involving personal advice, including high-margin services such as financial planning and wealth management. The low-cost, high-speed nature of these “robo-advisor” services can be especially attractive to younger, less-affluent customers and potential customers.

We expect that competition will continue to grow more intense with respect to most of our products and services. Heightened competition tends to put downward pressure on revenues from affected items, upward pressure on marketing and other promotional costs, or both. For additional information regarding competition for customers, refer to the “Competition” heading of Item 1 beginning on page 13 of this report.

We compete for talent. Our most significant competitors for customers also are our most significant competitors for top talent. See “Operational Risks” beginning on page 24 of this Item 1A for additional information concerning this risk.

We compete to raise capital in the equity and debt markets. See “Liquidity and Funding Risks” beginning on page 29 of this Item 1A for additional information concerning this risk.

Risk from Economic Downturns and Changes

Generally in an economic downturn our credit losses increase, demand for our products and services declines, and the credit quality of our loan portfolio declines. Delinquencies and credit losses generally increase during economic downturns due to an increase in liquidity problems for customers and downward pressure on collateral values. Likewise, demand for loans (at a given level of creditworthiness), deposit and other products, and financial services may decline during an economic downturn, and may be adversely affected by other national, regional, or local economic factors that impact demand for loans and

other financial products and services. Such factors include, for example, changes in employment rates, interest rates, real estate prices, or expectations concerning rates or prices. Accordingly, an economic downturn or other adverse economic change (local, regional, national, or global) can hurt our financial performance in the form of higher loan losses, lower loan production levels, lower deposit levels, compression of our net interest margin, and lower fees from transactions and services. Those effects can continue for many years after the downturn technically ends.

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Risks Associated with Monetary Events

The Federal Reserve has implemented significant economic strategies that have impacted interest rates, inflation, asset values, and the shape of the yield curve, and currently is transitioning from many years of easing to what may be an uneven, but extended, period of tightening. In recent years, in response to the recession in 2008 and the following uneven recovery, the Federal Reserve implemented a series of domestic monetary initiatives. Several of these have emphasized so-called quantitative easing strategies, the most recent of which ended during 2014. Since then the Federal Reserve raised rates once in late 2015 and once in late 2016, in each case by a modest 25 basis points. Further rate changes reportedly are dependent on the Federal Reserve’s assessment of economic data as it becomes available. This data-dependent process, now in its third year, may represent a fitful transition to a tightening trend, or it may represent merely an interim period during which rates have little clear up or down long-term trend.

Federal Reserve strategies can, and often are intended to, affect the domestic money supply, inflation, interest rates, and the shape of the yield curve. Effects on the yield curve often are most pronounced at the short end of the curve, which is of particular importance to us and other banks. Among other things, easing strategies are intended to lower interest rates, flatten the yield curve, expand the money supply, and stimulate economic activity, while tightening strategies are intended to increase interest rates, steepen the yield curve, tighten the money supply, and restrain economic activity. Other things being equal, a transition from easing to tightening should tend to diminish or reverse downward pressure on rates, and to diminish or end the stimulus effect that low rates tend to have on the economy. Many external factors may interfere with the effects of these plans or cause them to be changed unexpectedly. Such factors include significant economic trends or events as well as significant international monetary policies and events.

An example of the former is the substantial drop in oil prices experienced during 2015 and the first half of 2016. An example of the latter is the July 2016 United Kingdom referendum calling for the U.K. to leave the European Union. Such strategies also can affect the U.S. and world-wide financial systems in ways that may be difficult to predict. Risks associated with interest rates and the yield curve are discussed in this Item 1A under the caption “Interest Rate and Yield Curve Risks” beginning on page 30.

We may be adversely affected by economic and political situations outside the U.S. The U.S. economy, and the businesses of many of our customers, are linked significantly to economic and market conditions outside the U.S., especially in North America, Europe, and Asia, and increasingly in Central and South America. Although we have little direct exposure to non-US-dollar-denominated assets or non-US sovereign debt, in the future major adverse events outside the U.S. could have a substantial indirect adverse impact upon us. Key potential events which could have such an impact include (i) sovereign debt default (default by one or more governments in their borrowings), (ii) bank and/or corporate debt default, (iii) market and other liquidity disruptions, and, if stresses become especially severe, (iv) the collapse of governments, alliances, or currencies, and (v) military conflicts. The methods by which such events could adversely affect us are highly varied but broadly include the following: an increase in our cost of borrowed funds or, in a worst case, the unavailability of borrowed funds through conventional markets; impacts upon our hedging and other counterparties; impacts upon our customers; impacts upon the U.S. economy, especially in the areas of employment rates, real estate values, interest rates, and inflation/deflation rates; and impacts upon us from our regulatory environment, which can change substantially and unpredictably from possible political response to major financial disruptions.

Strategic Risks

We may be unable to successfully implement our strategy to grow our consumer and commercial banking businesses and our fixed income business. In 2007 and 2008 we modified our strategy in response to substantial and rapid changes in business conditions. In 2008 we sold our national mortgage platforms and closed our national lending operations. Since then we have closed a number of other units and sold loans and servicing assets, further reducing our exposure to legacy operations. More importantly, we renewed our

emphasis on traditional banking and fixed income products and services.

Although our current strategy is expected to evolve as business conditions continue to change, at present our strategy is primarily to invest resources in our banking and fixed income businesses. Growth is expected to be coordinated with a focus on stronger and more stable returns on capital. Our growth in the past three years has been largely organic but was enhanced by tactical acquisitions. In recent years we have enhanced our

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market share in our traditional banking markets with targeted hires and marketing, expanded into other southeast U.S. markets with similar characteristics, and expanded with commercial lending and private client banking in the Houston, Texas market. We have made similar moves in our fixed income business. Our acquisitions in that period have included a bank, bank branches, and commercial loans, and at year-end we have an agreement to acquire a fixed income firm specializing in government guaranteed loans. In the future, we may rely more on acquisitions if appropriate opportunities, within or outside of our current markets, present themselves, but we expect to continue to nurture profitable organic growth as well. We believe that the successful execution of our strategy depends upon a number of key elements, including:

● our ability to attract and retain customers in our banking market areas;

● our ability to achieve and maintain growth in our earnings while pursuing new business opportunities;

● in our fixed income business, our ability to maintain or strengthen our existing customer relationships while at the same time identifying and successfully executing upon opportunities to provide new or existing products and services to new or existing customers;

● our ability to maintain a high level of customer service while reducing our physical branch count due to changing customer demand, all while expanding our remote banking services and expanding or enhancing our information processing, technology, compliance, and other operational infrastructures effectively and efficiently;

● our ability to manage the liquidity and capital requirements associated with growth, especially organic growth and cash-funded acquisitions; and

● our ability to manage effectively and efficiently the changes and adaptations necessitated by a complex, burdensome, and evolving regulatory environment.

We have in place strategies designed to achieve those elements that are significant to us at present. Our challenge is to execute those strategies and adjust them, or adopt new strategies, as conditions change.

To the extent we engage in bank or non-bank business acquisitions, we face various additional risks, including:

● our ability to identify, analyze, and correctly assess the execution, credit, contingency, and other risks in the acquisition and to price the transaction appropriately;

● our ability to integrate the acquired company into our operations quickly and cost-effectively;

● our ability to manage any operational or cultural assimilation risks associated with growth through acquisitions;

● our ability to integrate the franchise value of the acquired company with our own; and,

● our ability to retain core customers and key employees of the acquired company.

A type of strategic acquisition—a so-called “merger of equals” where the company we nominally acquire has similar size, operating contribution, or value—presents unique opportunities but also unique risks. Those special risks include:

● the potential for elevated and duplicative operating expenses if we are unable to integrate the two companies efficiently in a reasonable amount of time;

● a significant increase in the time horizon that may be needed before any substantial economies of scale are realized; and,

● under current laws, the prospect of substantially increased regulatory burdens and costs if the combined company exceeds $50 billion in asset size.

Risks Related to Businesses We May Exit

We may be unable to successfully implement a disposition of businesses or units which no longer fit our strategic plans. We could have closures and divestitures as we continue to adapt to a changing business and regulatory environment. Key risks associated with exiting a business include:

● our ability to price a sale transaction appropriately and otherwise negotiate acceptable terms;

● our ability to identify and implement key customer, technology systems, and other transition actions to avoid or minimize negative effects on retained businesses;

● our ability to assess and manage any loss of synergies that the exited business had with our retained businesses; and

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● our ability to manage capital, liquidity, and other challenges that may arise if an exit results in

significant legacy cash expenditures or financial loss.

Legacy Mortgage Business Risks

We have risks from the mortgage-related businesses we have exited, including mortgage loan repurchase and loss-reimbursement risk, claims of improper foreclosure practices, claims of non-compliance with contractual and regulatory requirements, and the risk of higher default rates on loans made by our former businesses. In 2008 we exited our national mortgage and national specialty lending businesses. However, we still retain as assets a significant amount of loans that those businesses created. Most of those loans are secured by residential or other real estate situated across the U.S. We retain the risk of liability to customers and contractual parties with whom we dealt in the course of operating those businesses. These legacy assets and obligations continue to impose risks on us. Key risks include:

● We experienced elevated losses related to claims that we did not comply with contractual or other legal requirements when we sold mortgage loans. Losses may continue, irregularly, for some time to come. In 2012 and 2013 we recognized significant expense as a result of substantial settlements with the two largest purchasers of our mortgages prior to 2009. Although our expenses related to these matters have declined substantially, and in two of the last three years we experienced reserve releases, new information could be received in the future resulting in adverse adjustments related to exposures not covered by the settlements. Our total repurchase and foreclosure provision expense was $299.3 million for 2012, $170.0 million for 2013, negative $4.3 million for 2014, zero for 2015, and negative $32.7 million for 2016.

● We are defending litigation matters associated with claims arising out of our former mortgage securitization activities. The outcome of those matters is uncertain; losses in excess of current accruals (reserves) could be material.

● The trustee for those securitizations could demand repurchase of loans placed into securitizations or make-whole damages if we breached contractual requirements or obligations, or could demand that we indemnify the trustee if the trustee is sued. We have received one such indemnity demand, for expenses.

● We have responded to investigations and inquiries by various parties, including government agencies, related to mortgage loans we originated. Inquiries have been wide ranging. A few have led to

	litigation. One investigation, involving the FHA insurance program, led to a settlement of $212.5 million in 2015.
●	We could be subject to claims that servicing-related actions were done or not done improperly. Although we may be able to demand indemnity in cases where servicing was performed on our behalf by another institution, there is risk that such an indemnity demand could be refused by the institution or rejected by an appropriate court.

Other trends adverse to us may emerge from this legacy business. Additional information concerning risks related to our former mortgage businesses and our management of them, all of which is incorporated into this Item 1A by this reference, is set forth: under the captions “Repurchase Obligations, Off-Balance Sheet Arrangements, and Other Contractual Obligations” beginning on page 57, “Repurchase and Foreclosure Liability” beginning on page 61, and “Repurchase and Foreclosure Liability” beginning on page 65 of the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of our 2016 Annual Report, which is part of the material from that report that has been incorporated by reference into Item 7 of this report; and under the captions “Material Matters” and “Obligations from Legacy Mortgage Businesses” beginning on pages 129 and 131, respectively, which is part of the material from our 2016 Annual Report that has been incorporated by reference into Item 8 of this report.

Although we sold our mortgage servicing business and many of our servicing assets in 2008, we have exposures related to the mortgage servicing obligations and assets which we retained after 2008, especially in relation to the subservicing arrangements we made between 2008 and the sale of substantially all our remaining servicing assets which we completed in 2014. Government authorities have announced substantial mortgage-related settlements with major U.S. and foreign banks. Regulations pertaining to servicing have been changed, imposing stricter duties and standards upon servicers. State, federal, or private inquiries or investigations into our servicing and foreclosure activities may be commenced. We cannot predict the ultimate outcome of these inquiries, actions, or regulatory changes or the

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impact that they could have on our financial condition, results of operations, or business.

When we sold our origination and servicing businesses in 2008 we retained significant servicing obligations and assets. At that time we engaged as our subservicer the purchaser of our business. In 2011 that engagement expired and we engaged a new subservicer. Our 2008 subservicer experienced significant losses in connection with its servicing business. Our 2008 subservicer has informed us that it expects us to reimburse it for a significant portion of its losses and costs under our subservicing agreement. We disagree with our 2008 subservicer’s position and have made no reimbursements. We also believe that certain amounts billed us by agencies for penalties and curtailments of claims by the subservicer prior to the 2011 subservicing transfer but billed after that date are owed by the subservicer. This disagreement has the potential to result in litigation and, in any such future litigation, the claim against us may be substantial.

Additional information concerning risks related to servicing and foreclosure practices and our management of them, all of which is incorporated into this Item 1A by this reference, is set forth: under the captions “Repurchase and Foreclosure Liability” beginning on page 61, “Foreclosure Practices” beginning on page 64, and “Repurchase and Foreclosure Liability” beginning on page 65 of the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of our 2016 Annual Report, which is part of the material from that report that has been incorporated by reference into Item 7 of this report; and under the captions “Servicing Obligations” and “Repurchase and Foreclosure Liability” in Note 17 – Contingencies and Other Disclosures, beginning on pages 132 and 134, respectively, of our 2016 Annual Report, which is part of the material from that report that has been incorporated by reference into Item 8 of this report.

Several large purchasers of mortgage-backed securities have filed suits against the trustees for those securitizations asserting new theories of liability. The trustee of our securitizations is defending or co-defending such matters, and many of our securitizations are among those alleged to have been purchased by the plaintiffs. The claims for damages are based in part on allegations that the trustee did not properly or timely act against the originators of the securitizations or the servicers of the loans, and further assert that the trustee has affirmative duties to act

which were not set forth in the legal trust documents. Some of the legal theories advanced are untested or unsettled. Although we are not a defendant in these proceedings, these complex suits may progress or evolve so as to compel us to defend ourselves or our trustee, and could create financial exposure for us.

We have elevated loss exposures associated with past lending under various government programs. Like most banks we have participated for many years in government-sponsored lending programs. At the federal level, during the period before we sold our national mortgage origination and servicing businesses, two prominent programs for us were the FHA and VA mortgage lending programs. Those programs require lenders like us to comply with various requirements in originating the loans. Non-compliance can lead to an agency demand that the lender reimburse resulting losses.

An agency also could demand enhanced damages, including treble damages, under various federal laws. A number of federal laws, including the False Claims Act, provide for substantial recoveries and penalties if false information is provided to a federal agency, and also provide that private citizens may sue in the name of the agency and obtain a portion of any recovery as a bounty. Some of these laws provide legal avenues for a wide variety of governmental agency claims, while others can have a narrower focus but include non-governmental claims. In some cases the laws provide for bounties if the government agency obtains a recovery. It is possible that suits under the False Claims Act or another law may be brought regarding our past, present, or future financial business activities, either by a federal agency, by another party to those activities, or by an unrelated private person interested in pursuing the bounty. In 2012 we settled a private action of that sort related to a portion of our past VA lending, and in 2015 we settled with government agencies regarding our FHA lending. In 2015-16 we defended a private action of that sort successfully, obtaining a dismissal which was upheld on appeal.

Additional information concerning these government program risks, all of which is incorporated into this Item 1A by this reference, is set forth under the caption “Obligations from Legacy Mortgage Businesses” in Note 17 – Contingencies and Other Disclosures beginning on page 131 of our 2016 Annual Report, which is part of the material from that report that has been incorporated by reference into Item 8 of this report.

Reputation Risks

Our ability to conduct and grow our businesses, and to obtain and retain customers, is highly dependent upon external perceptions of our business practices

and financial stability. Our reputation is, therefore, a key asset for us. Our reputation is affected principally by our business practices and how those practices are

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perceived and understood by others. Adverse perceptions regarding the practices of our competitors, or our industry as a whole, also may adversely impact our reputation. In addition, negative perceptions relating to parties with whom we have important relationships may adversely impact our reputation. Senior management oversees processes for reputation risk monitoring, assessment, and management.

Damage to our reputation could hinder our ability to access the capital markets or otherwise impact our

liquidity, could hamper our ability to attract new customers and retain existing ones, could impact the market value of our stock, could create or aggravate regulatory difficulties, and could undermine our ability to attract and retain talented employees, among other things. Adverse impacts on our reputation, or the reputation of our industry, may also result in greater regulatory and/or legislative scrutiny, which may lead to laws or regulations that change or constrain our business or operations. Events that result in damage to our reputation also may increase our litigation risk.

Credit Risks

We face the risk that our customers may not repay their loans and that the realizable value of collateral may be insufficient to avoid a charge-off. We also face risks that other counterparties, in a wide range of situations, may fail to honor their obligations to pay us. In our business some level of credit charge-offs is unavoidable and overall levels of credit charge-offs can vary substantially over time. To take the most recent example, net charge-offs were $131.8 million in 2007, and increased to $572.8 million and $832.3 million in 2008 and 2009, respectively. Beginning in 2010, net charge-offs began to decline, reaching $48.4 million in 2014, $31.2 million in 2015, and $19.2 million in 2016. In recent years, our loan loss reserves also have declined from high levels. The allowance for loan loss was $202.1 million as of December 31, 2016, down substantially from $896.9 million and $849.2 million at year-end 2009 and 2008, respectively.

Our ability to manage credit risks depends primarily upon our ability to assess the creditworthiness of loan customers and other counterparties and the value of any collateral, including real estate, among other things. We further manage lending credit risk by diversifying our loan portfolio, by managing its granularity, by following per-relationship lending limits, and by recording and managing an allowance for loan losses based on the factors mentioned above and in accordance with applicable accounting rules. We further manage other counterparty credit risk in a variety of ways, some of which are discussed in other parts of this Item 1A and all of which have as a primary goal the avoidance of having too much risk concentrated with any single counterparty.

We record loan charge-offs in accordance with accounting and regulatory guidelines and rules. As indicated in this Item 1A under the caption “Accounting & Tax Risks” beginning on page 32, these guidelines and rules could change and cause provision expense or charge-offs to increase, or to be recognized on an accelerated basis, for reasons not always related to the underlying performance of our portfolio.

Moreover, the SEC or PCAOB could take accounting positions applicable to our holding company that may be inconsistent with those taken by the Federal Reserve, OCC, or other banking regulators.

A significant challenge for us is to keep the credit and other models and approaches we use to originate and manage loans updated to take into account changes in the competitive environment, in real estate prices and other collateral values, in the economy, and in the regulatory environment, among other things, based on our experience originating loans and servicing loan portfolios. Changes in modeling could have significant impacts upon our reported financial results and condition. In addition, we use those models and approaches to manage our loan portfolios and lending businesses. To the extent our models and approaches are not consistent with underlying real-world conditions, our management decisions could be misguided or otherwise affected with substantial adverse consequences to us.

A significant subset of our home equity lines of credit were originated prior to our national platform sale in 2008. A large number of those loans recently have been and (through 2018) will be switching from interest-only payments to full amortization payments of principal and interest combined. In reserving for potential loss in this portfolio we model an increased rate of default associated with the higher monthly payment requirements when that switch occurs. Our modeling is based, among other things, on our experience with this portfolio, but risk remains that actual default rates could exceed our modeling. 

The low-interest rate environment has elevated the traditional challenge for lenders and investors to balance taking on higher risk against the desire for higher income or yield. This challenge applies not only to credit risk in our lending activities but also to default and rate risks regarding investments.

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The composition of our loan portfolio inherently increases our sensitivity to certain credit risks. At December 31, 2016, approximately 62% of total loans consisted of the commercial, financial, and industrial (C&I) category, while approximately 23% consisted of the consumer real estate category.

The largest component of the C&I category at year end was loans to finance and insurance companies, a component which represented about 21% of the C&I category at that time. The second largest component was loans to mortgage companies. As a result, approximately 38% of the C&I category was sensitive to impacts on the financial services industry. As discussed elsewhere in this Item 1A with respect to our company, the financial services industry is more sensitive to interest rate and yield curve changes, monetary policy, regulatory policy, changes in real estate and other asset values, and changes in general economic conditions, than many other industries. Negative impacts on the industry could dampen new lending in these lines of business and could create credit impacts for the loans in our portfolio.

The consumer real estate category contains a number of concentrations which affect credit risk assessment of the category.

● Product concentration. The consumer real estate category consists primarily of consumer installment loans, and much of the remainder consists of home equity lines of credit.

● Collateral concentration. This entire category is secured by residential real estate. Approximately 31% of the category consists of loans secured on a second-lien basis.

● Geographic concentration. At year end about 69% of the category related to Tennessee customers, 5% related to California, and no other state represented more than 3% of the category.

● Legacy concentration. A significant part of the consumer category still consists of loans originated before 2009 by our legacy national mortgage lending business. Those are loans we originated and did not sell, along with loans we have repurchased in the course of resolving claims with loan buyers. Our legacy loans have been shrinking in recent years, but remain substantial.

The consumer real estate category is highly sensitive to economic impacts on consumer customers and on residential real estate values. Job loss or downward job migration, as well as significant life events such as divorce, death, or disability, can significantly impact credit evaluations of the portfolio. Also, in the current environment regulatory changes, discussed above and elsewhere in this Item 1A, are more likely to affect the consumer category and our accounting estimates of credit loss than other loan types.

Our exposure to the volatile oil & gas industry is modest but growing. Our Houston office, opened in 2014, specializes in commercial lending and private banking. Commercial lending in that office significantly focuses on three categories: energy, commercial real estate (CRE), and commercial, financial, & industrial (C&I). Much of our Houston business is connected, at least in part, to the energy industry, especially oil and gas production and distribution. In addition to general credit and other risks mentioned elsewhere in this Item 1A, the energy business and related assets are sensitive to a number of factors specific to that industry. Key among those is global demand for energy and other products from oil and gas in relation to supply. The shifting balance between demand and supply is expressed most simply in prices. Starting in late 2014 and continuing into 2016, oil prices fell substantially, putting financial pressure on businesses in that industry, especially highly leveraged businesses. Starting in 2016 and continuing into early 2017, oil prices improved, though still well below pre-2014 levels. Although the financial impact from recent volatility on our overall loan business was relatively modest, we did experience elevated charge-offs. The impact was moderate in part because we did not have a substantial portfolio in the industry before prices started to fall. Going forward, volatility in oil prices could impact our financial performance and growth of our Houston-based lending business.

Additional information concerning credit risks and our management of them is set forth under the captions “Asset Quality—Trend Analysis of 2016 Compared to 2015” beginning on page 26, “Credit Risk Management” beginning on page 52, and “Allowance for Loan Losses” beginning on page 65 of the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of our 2016 Annual Report, which is part of the material from that report that has been incorporated by reference into Item 7 of this report.

Operational Risks

Our ability to conduct and grow our businesses is dependent in part upon our ability to create,

maintain, expand, and evolve an appropriate operational and organizational infrastructure,

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manage expenses, and recruit and retain personnel with the ability to manage a complex business. Operational risk can arise in many ways, including: errors related to failed or inadequate physical, operational, information technology, or other processes; faulty or disabled computer or other technology systems; fraud, theft, physical security breaches, electronic data and related security breaches, or other criminal conduct by employees or third parties; and exposure to other external events. Inadequacies may present themselves in myriad ways. Actions taken to manage one risk may be ineffective against others. For example, information technology systems may be insufficiently redundant to withstand a fire, incursion, or other major casualty, and they may be insufficiently adaptable to new business conditions or opportunities. Efforts to make such systems more robust may also make them less adaptable. Also, our efforts to control expenses, which is a significant priority for us, increases our operational challenges as we strive to maintain customer service and compliance at high quality and low cost.

A serious information technology security (cybersecurity) breach can cause significant damage and at the same time be difficult to detect even after it occurs. Among other things, that damage can occur due to outright theft of funds, fraud or identity theft perpetrated on customers, or adverse publicity associated with a breach and its potential effects. Perpetrators potentially can be employees, customers, and certain vendors, all of whom legitimately have access to some portion of our systems, as well as outsiders with no legitimate access. Because of the potentially very serious consequences associated with these risks, our electronic systems and their upgrades need to address internal and external security concerns to a high degree, and our systems have to comply with applicable banking and other regulations pertaining to bank safety and customer protection. Although many of our defenses are systemic and highly technical, others are much older and more basic. For example, periodically we train all our employees to recognize red flags associated with fraud, theft, and other electronic crimes, and we educate our customers as well through regular and episodic security-oriented communications. We expect our systems and regulatory requirements to continue to evolve as technology and criminal techniques also continue to evolve.

The operational functions we outsource to third parties may experience similar disruptions that could adversely impact us and over which we may have limited control and, in some cases, limited ability to obtain quickly an alternate vendor. To the extent we rely on third party vendors to perform or assist operational functions, the challenge of managing the associated risks becomes more difficult.

The operational functions of business counterparties may experience disruptions that could adversely impact us and over which we may have limited or no control. For example, in recent years several major U.S. retailers and a major electronic mail provider experienced data systems incursions reportedly resulting in the thefts of credit and debit card information, online account information, and other data of millions of customers. Retailer incursions affect cards issued and deposit accounts maintained by many banks, including our Bank. Although our systems are not breached in retailer incursions, these events can increase account fraud and can cause us to reissue a significant number of account cards and take other costly steps to avoid significant theft loss to our Bank and our customers. Our ability to recoup our losses may be limited legally or practically in many situations. Other possible points of incursion or disruption not within our control include internet service providers, social media portals, distant-server (“cloud”) service providers, electronic data security providers, telecommunications companies, and smart phone manufacturers.

Failure to build and maintain the necessary operational infrastructure, failure of that infrastructure to perform its functions, or failure of our disaster preparedness plans if primary infrastructure components suffer damage, can lead to risk of loss of service to customers, legal actions, and noncompliance with applicable regulatory standards. Additional information concerning operational risks and our management of them, all of which is incorporated into this Item 1A by this reference, appears under the caption “Operational Risk Management” beginning on page 52 of the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of our 2016 Annual Report, which is part of the material from that report that has been incorporated by reference into Item 7 of this report.

The delivery of financial services to customers and others increasingly depends upon technologies, systems, and multi-party infrastructures which are new, creating or enhancing several risks discussed elsewhere. Examples of the risks created or enhanced by the widespread and rapid adoption of relatively untested technologies include: security incursions; operational malfunctions or other disruptions; and legal claims of patent or other intellectual property infringement.

Competition for talent is substantial and increasing. Moreover, revenue growth in some business lines increasingly depends upon top talent. In 2015 and

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2016 the cost to us of hiring and retaining top revenue-producing talent increased, and that trend is likely to continue. The primary tools we use to attract and retain talent are: salaries; commission, incentive, and retention compensation programs; retirement benefits; change in control severance benefits; health and other welfare benefits; and our corporate culture. To the extent we are unable to use these tools effectively, we face the risk that, over time, our best talent will leave us and we will be unable to replace those persons effectively.

Incentives might operate poorly or have unintended adverse effects. Incentive programs are difficult to

design well, and even if well-designed often they must be updated to address changes in our business. A poorly designed incentive program—where goals are too difficult, too easy, or not well related to desired outcomes—could provide little useful motivation to key employees, could increase turnover, and could impact customer retention. Moreover, even where those pitfalls are avoided, incentive programs may create unintended adverse consequences. For example, a program focused entirely on revenue production, without proper controls, may result in costs growing faster than revenues.

Service Risks

We provide a wide range of services to customers, and the provision of these services may create claims against us that we provided them in a manner that harmed the customer or a third party, or was not compliant with applicable laws or rules. Our services include lending, loan servicing, fiduciary, custodial, depositary, funds management, insurance, and advisory services, among others. We manage these risks primarily through training programs, compliance programs, and supervision processes. Additional

information concerning these risks and our management of them, all of which is incorporated into this Item 1A by this reference, appears under the captions “Operational Risk Management” and “Compliance Risk Management,” both beginning on page 52 of the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of our 2016 Annual Report, which is part of the material from that report that has been incorporated by reference into Item 7 of this report.

Regulatory, Legislative, and Legal Risks

The regulatory environment is challenging, and the regulatory impacts on us have become more restrictive and more costly. We operate in a heavily regulated industry. The regulatory environment has changed significantly in the past ten years, and our regulatory burdens generally have increased, as a result of macro events affecting traditional banking, mortgage banking, and financial markets generally.

We are subject to many banking, deposit, insurance, securities brokerage and underwriting, and consumer lending regulations in addition to the rules applicable to all companies publicly traded in the U.S. securities markets and, in particular, on the New York Stock Exchange. Failure to comply with applicable regulations could result in financial, structural, and operational penalties. In addition, efforts to comply with applicable regulations may increase our costs and/or limit our ability to pursue certain business opportunities. See “Supervision and Regulation” in Item 1 of this report, beginning on page 5, for additional information concerning financial industry regulations. Federal and state regulations significantly limit the types of activities in which we, as a financial institution, may engage. In addition, we are subject to a wide array of other regulations that govern other aspects of how we conduct our business, such as in the

areas of employment and intellectual property. Federal and state legislative and regulatory authorities increasingly consider changing these regulations or adopting new ones. Such actions could further limit the amount of interest or fees we can charge, could further restrict our ability to collect loans or realize on collateral, could affect the terms or profitability of the products and services we offer, or could materially affect us in other ways. Additional federal and state consumer protection regulations also could expand the privacy protections afforded to customers of financial institutions, restricting our ability to share or receive customer information and increasing our costs.

The following paragraphs highlight certain specific important risk areas related to regulatory matters currently. These paragraphs do not describe these risks exhaustively, and they do not describe all such risks that we face currently. Moreover, the importance of specific risks will grow or diminish as circumstances change.

We and our Bank both are required to maintain certain regulatory capital levels and ratios. In 2013 regulators adopted enhancements to U.S. capital standards based on international standards known as “Basel III.” The revised standards emphasize Common

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Equity Tier 1 Capital, restrict eligibility criteria for regulatory capital instruments, and make more stringent the methodology for calculating risk-weighted assets. The revised standards began to apply to us in 2015, and are discussed in Item 1 of this report, in tabular and narrative form, under the caption “Capital Adequacy” starting on page 8.

Pressures to maintain appropriate capital levels and address business needs in the current economy may lead to actions that could be dilutive or otherwise adverse to our shareholders. Such actions could include: reduction or elimination of dividends; the issuance of common or preferred stock, or securities convertible into stock; or the issuance of any class of stock having rights that are adverse to those of the holders of our existing classes of common or preferred stock.

Additional information concerning these risks and our management of them, all of which is incorporated into this Item 1A by this reference, appears: under the captions “Capital Adequacy” and “Prompt Corrective Action (PCA)” in Item 1 of this report beginning on pages 8 and 9, respectively; under the captions “Capital—2016 Compared to 2015,” “Capital Management and Adequacy,” and “Market Uncertainties and Prospective Trends” beginning on pages 23, 51, and 63, respectively, of the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of our 2016 Annual Report, which is part of the material from that report that has been incorporated by reference into Item 7 of this report; and under the caption “Regulatory Capital” in Note 12—Regulatory Capital and Restrictions, beginning on page 121 of our 2016 Annual Report, which is part of the material from that report that has been incorporated by reference into Item 8 of this report.

We are required to conduct and submit annual stress tests, the outcomes of which could further increase our capital requirements and could damage our reputation and our ability to obtain credit. Stress testing processes require banks to estimate the impact on capital, liquidity, and other measures of safety of certain assumed environmental shocks. A failure to satisfy regulatory stress testing, or another significant risk management standard, could result in the imposition of operating restrictions on us and require us to raise capital, which could adversely affect operating results or be dilutive to our shareholders. In addition, a summary of a portion of the stress results must be made public. A poor result could impact our reputation generally and our ability to borrow funds.

New regulatory initiatives under Dodd-Frank and otherwise may have unintended adverse impacts

upon us or the industry. For example, stress testing includes “rate shocks” which model the financial impact of sudden large increases in market interest rates upon us. In practical effect this encourages banks to shorten the “duration” of their assets (loans and investments), discouraging long-term assets. Shortening duration should improve a bank’s ability to withstand a very large rate shock. However, it also can reduce the effective yield a bank receives from its assets, which would put downward pressure on revenues, margins, and earnings.

Legal disputes are an unavoidable part of business; the outcome of litigation cannot be predicted with any certainty. We face the risk of litigation from customers, employees, vendors, contractual parties, and other persons, either singly or in class actions, and from federal or state regulators. We manage those risks through internal controls, personnel training, insurance, litigation management, our compliance and ethics processes, and other means. However, the commencement, outcome, and magnitude of litigation cannot be predicted or controlled with any certainty.

Typically we are unable to estimate our loss exposure from claims against us until relatively late in the litigation process, which can make our financial recognition of loss from litigation unpredictable and highly uneven from one period to the next. Currently we are defending a number of legal matters. For most of them we have established either no accrual (reserve) or no significant reserve. Financial accounting guidance requires that litigation loss be both estimable and probable before a reserve may be established (recorded as a liability on our balance sheet). For most litigation matters, under that guidance reserves typically are not established until after preliminary motions to dismiss or narrow the case are resolved, after discovery is substantially in process, and (in many cases) after preliminary overtures regarding settlement have occurred. Potentially significant cases often are pending for years before any loss is recognized and a reserve is established. Moreover, it is not uncommon for a case to experience relatively little progress toward resolution for a long period followed by a brief period of rapid development. Lastly, although most cases are resolved with little or no loss to us, for the others loss typically is recognized either all at once (near the time of resolution) or very unevenly over the life of the case.

Additional information concerning litigation risks and our management of them, all of which is incorporated into this Item 1A by this reference, appears: under the caption “Legacy Mortgage Business Risks” beginning on page 21 of this report; under the captions “Repurchase Obligations, Off-Balance Sheet Arrangements, and Other Contractual Obligations,” “Repurchase and Foreclosure Liability,” “Market

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Uncertainties and Prospective Trends,” and “Contingent Liabilities” beginning on pages 57, 61, 63, and 68, respectively, of the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of our 2016 Annual Report, which is part of the material from that report that has been

incorporated by reference into Item 7 of this report; and under the caption “Contingencies” in Note 17—Contingencies and Other Disclosures, beginning on page 128 of our 2016 Annual Report, which is part of the material from that report that has been incorporated by reference into Item 8 of this report.

Risks of Expense Control

Our ability to successfully manage expenses is important to our long-term survival and prosperity but in part is subject to risks beyond our control. Many factors can influence the amount of our expenses, as well as how quickly they grow. As our businesses change, either by expansion or contraction, additional expenses can arise from asset purchases, structural reorganization, evolving business strategies, and changing regulations, among other things. The importance of managing expenses has been amplified in the current slow growth, low net interest margin business environment. Overall, our noninterest expenses have been improving: in 2012, 2013, 2014, 2015, and 2016 noninterest expense was $1,369.5 million, $1,148.5 million, $832.5 million, $1,053.8 million, and $925.2 million, respectively. Volatility in noninterest expense has been significantly affected by increasingly idiosyncratic charges related to legacy mortgage activities as discussed in this Item 1A under the caption “Legacy Mortgage Business Risks” beginning on page 21.

We manage controllable expenses and risk through a variety of means, including selectively outsourcing or multi-sourcing various functions and procurement coordination and processes. In recent years we have actively sought to make strategic businesses more efficient primarily by investing in technology, re-

thinking and right-sizing our physical facilities, and re-thinking and right-sizing our workforce and incentive programs. These efforts usually entail additional near-term expenses in the form of technology purchases and implementation, facility closure or renovation costs, and severance costs, while expected benefits typically are realized with some uncertainty in the future.

We have also re-focused our attention on the economic profit generated by our business activities and prospects rather than merely revenues or ordinary profit. Economic profit analysis attempts to relate ordinary profit to the capital employed to create that profit with the goal of achieving higher (more efficient) returns on capital employed overall. Activities with higher capital usage bear a greater burden in economic profit analysis. The process is intended to allow us to more efficiently manage investment of our resources. Economic profit analysis involves significant judgment regarding capital allocation. Mistakes in those judgments could result in a misallocation of resources and diminished profitability over the long run.

Despite our efforts, our costs could rise due to adverse structural changes or market shifts. For example, the overall cost of our health insurance benefit is highly dependent upon regulatory factors and market forces beyond our control.

Geographic Risks

We are subject to risks of operating in various jurisdictions. To a significant degree our banking business is exposed to economic, regulatory, natural disaster, and other risks that primarily impact Tennessee and neighboring states where we do our traditional banking business. If the southeastern U.S., and Tennessee in particular, were to experience adversity not shared by other parts of the country, we are likely to experience adversity to a degree not shared by those competitors which have a broader or different regional footprint.

We have international assets in the form of loans and letters of credit. Holding non-U.S assets creates a number of risks:  the risk that taxes, fees, prohibitions,

and other barriers and constraints may be created or increased by the U.S. or other countries that would impact our holdings; the risk that currency exchange rates could move unfavorably so as to diminish the U.S. dollar value of assets, or to enlarge the U.S. dollar value of liabilities; and the risk that legal recourse against foreign counterparties may be limited in unexpected ways. Our ability to manage those and other risks depends upon a number of factors, including: our ability to recognize and anticipate differences in legal, cultural, and other expectations applicable to customers, regulators, vendors, and other business partners and counterparties; and our ability to recognize and manage any exchange rate risks to which we are exposed. 

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Insurance

Our property and casualty insurance may not cover or may be inadequate to cover the risks that we face, and we are or may be adversely affected by a default by the insurers that provide us mortgage and bank-owned life insurance. We use insurance to manage a number of risks, including damage or destruction of property as well as legal and other liability. Not all such risks are insured, in any given insured situation our insurance may be inadequate to cover all loss, and many risks we face are uninsurable. For those risks that are insured, we also face the risks that the insurer may default on its obligations or that the insurer may refuse to honor them. We treat the former risk as a type of credit risk, which we manage by reviewing the insurers that we use and by striving to use more than one insurer when practical. The risk of refusal, whether due to honest disagreement or bad faith, is inherent in any contractual situation.

A portion of our consumer loan portfolio involves mortgage default insurance. If a default insurer were to experience a significant credit downgrade or were to become insolvent, that could adversely affect the carrying value of loans insured by that company, which could result in an immediate increase in our loan loss provision or write-down of the carrying value of those loans on our balance sheet and, in either case, a corresponding impact on our financial results. If many default insurers were to experience downgrades or

insolvency at the same time, the risk of a financial impact would be amplified.

We own certain bank-owned life insurance policies as assets on our books. Some of those policies are “general account” and others are “separate account.” The general account policies are subject to the risk that the carrier might experience a significant downgrade or become insolvent. The separate account policies are less susceptible to carrier risk, but do carry a higher risk of value fluctuations in securities which underlie those policies. Both risks are managed through periodic reviews of the carriers and the underlying security values. However, particularly for the general account policies, our ability to liquidate a policy in anticipation of an adverse carrier event is significantly limited by applicable insurance contracts and regulations as well as by a substantial tax penalty which could be levied upon early policy termination.

When we self-insure certain exposures, our estimates of future expenditures may be inadequate for actual expenditures that occur. For example, we self-insure our employee health-insurance benefit program. We estimate future expenditures and establish accruals (reserves) based on the estimates. If actual expenditures were to exceed our estimates in a future period, our future expenses could be adversely and unexpectedly increased.

Liquidity and Funding Risks

Liquidity is essential to our business model and a lack of liquidity or an increase in the cost of liquidity may materially and adversely affect our businesses, results of operations, financial conditions and cash flows. In general, the costs of our funding directly impact our costs of doing business and, therefore, can positively or negatively affect our financial results. Our funding requirements in 2015 and 2016 were met principally by deposits, by financing from other financial institutions, and by funds obtained from the capital markets.

Deposits traditionally have provided our most affordable funds and by far the largest portion of funding. However, deposit trends can shift with economic conditions. If the economy improves or market rates rise, deposit levels in our Bank might fall, perhaps fairly quickly, as depositors become more comfortable with risk and seek higher returns in other vehicles. This could pressure us to raise our deposit rates, which could shrink our net interest margin if loan rates do not rise correspondingly.

The market among banks for deposits may be impacted as a result of the relatively new Basel III capital rules. Those rules generally provide favorable treatment for core deposits. Moreover, institutions with more than $50 billion of assets are required to maintain a minimum Liquidity Coverage ratio. Larger banks covered by this rule may be incented to compete for core deposits vigorously. Although mid-sized banks, like ours, are not directly impacted by this rule, if some large banks in our markets take aggressive actions we could lose deposit share or be compelled to adjust our deposit pricing and practices in ways that could increase our costs.

We also depend upon financing from private institutional or other investors by means of the capital markets. In 2014 we issued $400 million of senior bank notes due 2019, and in 2015 we issued $500 million of senior notes due 2020. The 2015 notes refinanced an earlier five-year notes issue. Presently we believe we could access the capital markets again if we desired to do so. Risk remains, however, that capital markets may become unavailable to us for reasons beyond our control.

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A number of more general factors could make funding more difficult, more expensive, or unavailable on affordable terms, including, but not limited to, our financial results, organizational or political changes, adverse impacts on our reputation, changes in the activities of our business partners, disruptions in the capital markets, specific events that adversely impact the financial services industry, counterparty availability, changes affecting our loan portfolio or other assets, changes affecting our corporate and regulatory structure, interest rate fluctuations, ratings agency actions, general economic conditions, and the legal, regulatory, accounting, and tax environments governing our funding

transactions. In addition, our ability to raise funds is strongly affected by the general state of the U.S. and world economies and financial markets as well as the policies and capabilities of the U.S. government and its agencies, and may remain or become increasingly difficult due to economic and other factors beyond our control.

Events affecting interest rates, markets, and other factors may adversely affect the demand for our products and services in our fixed income business. As a result, disruptions in those areas may adversely impact our earnings in that business unit.

Credit Ratings

Our credit ratings directly affect the availability and cost of our unsecured funding. The Corporation and the Bank currently receive ratings from several rating agencies for unsecured borrowings. A rating below investment grade typically reduces availability and increases the cost of market-based funding. A debt rating of Baa3 or higher by Moody’s Investors Service, or BBB- or higher by Standard & Poor’s and Fitch Ratings, is considered investment grade for many purposes. At December 31, 2016, all three rating agencies rated the unsecured senior debt of FHN and of the Bank as investment grade, although we were at or near the lowest levels of investment grade. The ratings outlook from one of the ratings agencies was positive, and from the other two was stable, for both FHN and the Bank. To the extent that in the future we depend on institutional borrowing and the capital markets for funding and capital, we could experience reduced liquidity and increased cost of unsecured funding if our debt ratings were lowered further, particularly if lowered below investment grade. In addition, other actions by ratings agencies can create uncertainty about our ratings in the future and thus can adversely affect the cost and availability of funding, including placing us on negative outlook or on

watchlist. Please note that a credit rating is not a recommendation to buy, sell, or hold securities, is subject to revision or withdrawal at any time, and should be evaluated independently of any other rating.

Reductions in our credit ratings could result in counterparties reducing or terminating their relationships with us. Some parties with whom we do business may have internal policies restricting the business that can be done with financial institutions, such as the Bank, that have credit ratings lower than a certain threshold.

Reductions in our credit ratings could allow counterparties to terminate and immediately force us to settle certain derivatives agreements, and could force us to provide additional collateral with respect to certain derivatives agreements. At this time, those of our ISDA master agreements which have ratings triggers reference the lower of S&P’s or Moody’s ratings.  Based on those ratings, for some time we have been required to post collateral in the amount of our derivative liability positions with most derivative counterparties. Should a credit rating downgrade occur, the maximum additional collateral we would have been required to post is approximately $1 million as of December 31, 2016.

Interest Rate and Yield Curve Risks

We are subject to interest rate risk because a significant portion of our business involves borrowing and lending money, and investing in financial instruments. A significant portion of our funding comes from short-term and demand deposits, while a significant portion of our lending and investing is in medium-term and long-term instruments. Changes in interest rates directly impact our revenues and

expenses, and could expand or compress our net interest margin. We actively manage our balance sheet to control the risks of a reduction in net interest margin brought about by ordinary fluctuations in rates.

A flat or inverted yield curve may reduce our net interest margin and adversely affect our lending and fixed income businesses. The yield curve simply shows the interest rates applicable to short and long

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term debt. The curve is steep when short-term rates are much lower than long-term rates; it is flat when short-term rates are nearly equal to long-term rates; and it is inverted when short-term rates exceed long-term rates. Historically, the yield curve usually is positively sloped. However, the yield curve can be relatively flat or inverted. A flat or inverted yield curve tends to decrease net interest margin, which would adversely impact our lending businesses, and it tends to reduce demand for long-term debt securities, which would adversely impact the revenues of our fixed income business. A goal and effect of certain actions by the Federal Reserve over the past few years has been to flatten the yield curve, and our net interest margin has declined over this period.

We may be in a transitional period, from a low-rate environment to one with more normal, or at least somewhat higher, rates and a somewhat steeper yield curve. If that is correct, the new environment should be positive for us, overall, in the long term. However, some effects may be negative and the timing of various effects will be uneven. Examples include: (i) rising rates may create transitory but significant outflows of deposits, which in turn could necessitate additional (and more costly) borrowing or raising deposit rates more quickly than anticipated; (ii) rising rates are likely to dampen consumer demand for mortgages, which could quickly reduce demand for our mortgage warehouse lending products; and (iii) mortgage demand may change unevenly, with a brief

uptick (to lock in still-low rates) followed by a more pronounced down-trend.

Although our overall balance sheet remains asset-sensitive, in recent quarters we have partially moderated that sensitivity, which would somewhat diminish the benefits we otherwise would realize from a general rise in interest rates. Our management of our assets and liabilities results in our being “asset-sensitive.” As such, a general rise in rates should benefit us if, as we expect, the deposit and other rates we pay tend to rise more slowly than the rates we charge or receive on our assets.  We believe an asset sensitive balance sheet is still appropriate.  However, as short-term rates begin to rise from near zero, this risk of a future lowering of interest rates becomes more significant.  In light of that risk, in recent quarters we have taken steps to moderate our asset sensitivity.  These steps would somewhat diminish the benefits we otherwise would realize from a general rise in interest rates while reducing the risks from a general fall in interest rates.

Expectations by the market regarding the direction of future interest rate movements can impact the demand for fixed income investments which in turn can impact the revenues of our fixed income business. That risk is most apparent during times when strong expectations have not yet been reflected in market rates, or when expectations are especially weak or uncertain.

Securities Inventories and Market Risks

The trading securities inventories we hold in our fixed income business are subject to market and credit risks. In the course of that business we hold trading securities inventory positions for purposes of distributions to customers, and we are exposed to certain market risks attributable principally to credit risk and interest rate risk associated with fixed-income securities. We manage the risks of holding inventories of securities through certain market risk management policies and procedures, including, for example, hedging activities and Value-at-Risk (“VaR”) limits, trading policies, modeling, and stress analyses. Average fixed income trading securities (long positions) were $1.2 billion for 2016, $1.3 billion for 2015, and $1.1 billion for 2014. Average fixed income trading liabilities (short positions) were $.8 billion, $.7 billion, and $.6 billion for 2016, 2015, and 2014, respectively. Additional information concerning these risks and our management of them, all of which is incorporated into this Item 1A by this reference, appears under the caption “Market Risk Management” beginning on page 48 of the Management’s Discussion and Analysis of Financial Condition and Results of

Operations section of our 2016 Annual Report, which is part of the material from that Report that has been incorporated by reference into Item 7 of this report.

Declines, disruptions, or precipitous changes in markets or market prices can adversely affect our fees and other income sources. We earn fees and other income related to our brokerage business and our management of assets for customers. Declines, disruptions, or precipitous changes in markets or market prices can adversely affect those revenue sources.

Significant changes to the securities market’s performance can have a material impact upon our assets, liabilities, and financial results. We have a number of assets and obligations that are linked, directly or indirectly, to major securities markets. Significant changes in market performance can have a material impact upon our assets, liabilities, and financial results.

An example of that linkage is our obligation to fund our pension plan so that it may satisfy benefit claims in

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the future. Our pension funding obligations generally depend upon actuarial estimates of benefits claims, the discount rate used to estimate the present values of those claims, and estimates of plan asset values. Our obligations to fund the plan can be affected by changes in any of those three factors. Accordingly, our obligations diminish if the plan’s investments perform better than expectations or if estimates are changed anticipating better performance, and can grow if those investments perform poorly or if expectations worsen. A rise in interest rates is likely to negatively impact the values of fixed income assets held in the plan, but could also result in an increase in the discount rate used to measure the present value of future benefit payments. Similarly, our obligations can be impacted by changes in mortality tables or other actuarial inputs. We manage the risk of rate changes by investing plan assets in fixed income securities having maturities aligned with the expected timing of payouts. Because there are no new participants, the actuarial-input risk should diminish over time, although very slowly.

Changes in our funding obligation generally translate into positive or negative changes in our pension expense over time, which in turn affects our financial performance. Our obligations and expenses relative to the plan can be affected by many other things,

including changes in our participating employee population and changes to the plan itself. Although we have taken actions intended to moderate future volatility in this area, risk of some level of volatility is unavoidable.

Our hedging activities may be ineffective, may not adequately hedge our risks, and are subject to credit risk. In the normal course of our businesses we attempt to create partial or full economic hedges of various, though not all, financial risks. For example: our fixed income unit manages interest rate risk on a portion of its trading portfolio with short positions, futures, and options contracts; and, we use derivatives, including swaps, swaptions, caps, forward contracts, options, and collars, that are designed to moderate the impact on earnings as interest rates change. Generally, in the latter example these hedged items include certain term borrowings and certain held-to-maturity loans.

Hedging creates certain risks for us, including the risk that the other party to the hedge transaction will fail to perform (counterparty risk, which is a type of credit risk), and the risk that the hedge will not fully protect us from loss as intended (hedge failure risk). Unexpected counterparty failure or hedge failure could have a significant adverse effect on our liquidity and earnings.

Accounting & Tax Risks

The preparation of our consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make significant estimates that affect the financial statements. The estimate that is consistently one of our most critical is the level of the allowance for credit losses. However, other estimates can be highly significant at discrete times or during periods of varying length. Currently those include: the level of reserves for loan repurchase, make-whole, and foreclosure losses; the valuation of our deferred tax assets; and the valuation of our goodwill. Estimates are made at specific points in time; as actual events unfold, estimates are adjusted accordingly. Due to the inherent nature of these estimates, it is possible that, at some time in the future, we may significantly increase the allowance for credit losses and/or sustain credit losses that are significantly higher than the provided allowance, or we may recognize a significant provision for impairment of our goodwill or other assets, or we may make some other adjustment that will differ materially from the estimates that we make today. Moreover, in some cases, especially concerning litigation and other contingency matters where critical information is inadequate, we are entirely unable to make estimates until fairly late in a lengthy process.

We lack first-hand visibility regarding certain loans, other assets, or liabilities which increases the risk that our estimates may be inaccurate. For example, interagency supervisory guidance related to practices for loans and lines of credit secured by junior liens on 1-4 family residential properties requires that the performance of the first lien should be considered when assessing the collectability and inherent loss of a performing junior lien. Additionally, the OCC has clarified that an institution’s income recognition policy should incorporate management’s consideration of all reasonably available information including, for junior liens, the performance of the associated senior liens as well as trends in other credit quality indicators. We own and service a consumer real estate portfolio that is primarily composed of home equity lines and installment loans. As of December 31, 2016, that amount was $4.5 billion. As of December 31, 2016, approximately $1.3 billion, or 28 percent, of the consumer real estate portfolio consisted of stand-alone second liens while $.1 billion, or 3 percent, were owned or serviced by FHN. We are not able to actively monitor the performance status of the first liens that are serviced by others. We obtain first lien performance information from third parties and through loss

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mitigation activities, and we place a stand-alone second lien loan on nonaccrual if we discover that there are performance issues with the first lien loan. It is possible that if our evaluation methods change or information sources otherwise improve our additions to nonperforming loans may be material.

Changes in accounting rules can significantly affect how we record and report assets, liabilities, revenues, expenses, and earnings. Although such changes generally affect all companies in a given industry, in practice changes sometimes have a disparate impact due to differences in the circumstances or business operations of companies within the same industry.

An accounting rule change issued in 2016 is likely to significantly change how we evaluate and record income and estimates of loss associated with loans and debt securities. Loans and debt securities make up a majority of our assets, so the effects of this rule change, while currently unknown, when implemented are likely to be significant and wide-ranging. The rule change will not be effective for several years. Additional information concerning this new rule, known as ASU 2016-13, is provided under the caption “Accounting Changes Issued but Not Currently Effective” in Note 1—Summary of Significant Accounting Policies, beginning on page 96 of our 2016 Annual Report, which is part of the material from that report that has been incorporated by reference into Item 8 of this report, and under the caption “Accounting Changes Issued but Not Currently Effective” within the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of our 2016 Annual Report, beginning on page 68, which is part of the material from that report that has been incorporated by reference into Item 7 of this report.

Changes in regulatory rules can create significant accounting impacts for us. Because we operate in a regulated industry we prepare regulatory financial reports based on regulatory accounting rules. Changes in those rules can have significant impacts upon us in terms of regulatory compliance. In addition, such changes can impact our ordinary financial reporting, and uncertainties related to regulatory changes can create uncertainties in our financial reporting.

A reduction in our taxable earnings outlook, corporate income tax reform, or both could adversely affect the value of our deferred tax asset. At December 31, 2016 our gross deferred tax asset after valuation allowance was approximately $297.0 million and the net deferred tax asset was approximately $199.6 million. The value of our deferred tax asset depends in part upon our estimation of our ability to realize the asset during applicable future periods and upon our estimate of our effective tax rate.

Tax reform legislation in 2017 may reduce the maximum corporate income tax rate. The President has publicly favored legislation (not yet formally proposed) to reduce corporate income tax rates to 15 to 20 percent, possibly in 2017. Any such rate reduction is likely to be part of a broader tax reform bill. Although a rate reduction would have a beneficial effect, certain deductions may be eliminated or reduced as a part of tax reform, which could partially offset the beneficial effect of a rate reduction. Additionally, a rate reduction would result in the impairment of our deferred tax asset, as mentioned above, in the quarter that it is signed into law by the President.

Risks of Holding our Stock

The principal source of cash flow to pay dividends on our stock, as well as service our debt, is dividends and distributions from the Bank, and the Bank cannot currently pay dividends to us without regulatory approval. We primarily depend upon common dividends from the Bank for cash to fund dividends we pay to our common and preferred stockholders, and to service our outstanding debt. Regulatory constraints may prevent the Bank from declaring and paying dividends to us in 2017 without regulatory approval. Applying the applicable regulatory rules, as of December 31, 2016 and 2015, the Bank had negative $132.5 million and negative $192.8 million, respectively, available for dividends. On January 1, 2017, the Bank’s total amount available for dividends was negative $132.5 million. That amount will improve during 2017 only to the extent that the Bank’s earnings for the year exceed preferred and any common dividends for the year.

Also, we are required to provide financial support to the Bank. Accordingly, at any given time a portion of our funds may have to be used for that purpose and therefore would be unavailable for dividends.

Furthermore, the Federal Reserve and the OCC have issued policy statements generally requiring insured banks and bank holding companies only to pay dividends out of current operating earnings. The Federal Reserve has released a supervisory letter advising bank holding companies, among other things, that as a general matter a bank holding company should inform the Federal Reserve and should eliminate, defer or significantly reduce its dividends if (i) the bank holding company’s net income available to shareholders for the past four quarters, net of dividends

33

previously paid during that period, is not sufficient to fully fund the dividends; (ii) the bank holding company’s prospective rate of earnings is not consistent with the bank holding company’s capital needs and overall current and prospective financial condition; or (iii) the bank holding company will not meet, or is in danger of not meeting, its minimum regulatory capital adequacy ratios.

Our stockholders may suffer dilution if we raise capital through public or private equity financings to fund our operations, to increase our capital, or to expand. If we raise funds by issuing equity securities or instruments that are convertible into equity securities, the percentage ownership of our current common stockholders will be reduced, the new

equity securities may have rights and preferences superior to those of our common or outstanding preferred stock, and additional issuances could be at a sales price which is dilutive to current stockholders. We may also issue equity securities directly as consideration for acquisitions we may make that could be dilutive to stockholders.

Provisions of Tennessee law, and certain provisions of our charter and bylaws, could make it more difficult for a third party to acquire control of us or could have the effect of discouraging a third party from attempting to acquire control of us. These provisions could make it more difficult for a third party to acquire us even if an acquisition might be at a price attractive to many of our stockholders.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2. PROPERTIES

We own or lease no properties that we consider to be materially important to our financial statements. Information concerning our business locations, including bank branches and FTN Financial offices, is provided in Item 1 of this report under the caption “Physical Business Locations” beginning on page 2, which information is incorporated into this Item 2 by this reference. In addition to the bank branches and FTN offices mentioned in Item 1, we own or lease other offices and office buildings such as our

headquarters building at 165 Madison Avenue in downtown Memphis, Tennessee. Although some of these other offices contain bank branches or FTN offices, primarily they are used for operational and administrative functions. The operational and administrative offices are located in several cities, primarily in Tennessee.

At December 31, 2016, we believe our physical properties are suitable and adequate for the businesses we conduct.

ITEM 3. LEGAL PROCEEDINGS

The “Contingencies” section from Note 17—Contingencies and Other Disclosures to the Consolidated Financial Statements appearing on pages

128-135 of our 2016 Annual Report to shareholders is incorporated herein by reference.

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 ITEM 4. MINE SAFETY DISCLOSURES 

Not applicable.

 SUPPLEMENTAL  PART I  INFORMATION

Executive Officers of the Registrant

The following is a list of our executive officers, along with certain supplemental information, all presented as of February 20, 2017. The executive officers generally are appointed at the April meeting of our

Board of Directors following the annual meeting of shareholders for a term of one year and until their successors are elected and qualified.

Name & Age	Current (Year First Elected to Office) and Recent Offices & Positions
John M. Daniel Age: 62	Executive Vice President—Chief Human Resources Officer of the Corporation & the Bank (2006) Mr. Daniel joined FHN as the Executive Vice President in charge of human resources in 2006. From January 2001 to September 2006, Mr. Daniel was the Executive Vice President in charge of human resources for Regions Financial Corporation.
Jeff L. Fleming Age: 55	Executive Vice President—Chief Accounting Officer of the Corporation & the Bank (2012); principal accounting officer Mr. Fleming became Executive Vice President—Chief Accounting Officer in 2012. He first joined FHN in the Accounting Division in 1984. From 2010 to 2011 he was Executive Vice President—Corporate Controller, from 2008 to 2010 he was Senior Vice President—Corporate Controller and from 2004 to 2008 he was Senior Vice President – Director of Corporate Accounting.
D. Bryan Jordan Age: 55	President and Chief Executive Officer (2008) and Chairman of the Board (2012) of the Corporation & the Bank; principal executive officer Mr. Jordan became President and Chief Executive Officer in 2008, and was elected Chairman in 2012. From May 2007 until September 2008 Mr. Jordan was Executive Vice President and Chief Financial Officer of the Corporation and the Bank. From 2000 until 2002 Mr. Jordan was Comptroller, and from 2002 until April 2007 Mr. Jordan was Chief Financial Officer, of Regions Financial Corp. During that time he was also an Executive Vice President and, from November 2006, a Senior Executive Vice President of Regions.
Michael E. Kisber Age: 58	President—FTN Financial of the Corporation & the Bank (2011) Mr. Kisber became President of the Bank’s FTN Financial division in 2011. He joined FTN Financial in 1993 as a sales representative. In 2006 he became Head of Sales and an Executive Vice President, and in 2008 he became Director of Fixed Income.
William C. Losch III Age: 46	Executive Vice President—Chief Financial Officer of the Corporation & the Bank (2009); principal financial officer Mr. Losch joined FHN as Executive Vice President—Chief Financial Officer in 2009. From 1998 to 2009, Mr. Losch was with Wachovia Corporation. Most recently he served as Senior Vice President and Chief Financial Officer of its Retail and Small Business Banking unit from 2003 to 2005, and as Senior Vice President and Chief Financial Officer of its General Bank unit from 2006 to 2009.
David T. Popwell Age: 57	President—Banking of the Corporation & the Bank (2013) Mr. Popwell became President of the Bank’s regional banking business in January 2013. In 2011 and 2012 Mr. Popwell was Executive Vice President—Regional Banking and Banking Chief Operating Officer for FHN. From 2008 to 2011 Mr. Popwell was the Banking Chief Operating Officer of the Bank, and from 2007 to 2008 Mr. Popwell was the Market Manager for the Bank’s Mid-South Market. From 2004 to 2007 Mr. Popwell was President of SunTrust Bank—Memphis, and prior to that was an Executive Vice President of National Commerce Financial Corp.

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Name & Age	Current (Year First Elected to Office) and Recent Offices & Positions
Susan L. Springfield Age: 52	Executive Vice President—Chief Credit Officer of the Corporation & the Bank (2013) Ms. Springfield became Executive Vice President—Chief Credit Officer in January 2013. She has served the Bank in various capacities since 1998. Most recently: in 2011 she was Executive Vice President—Commercial Banking; from 2009 to 2010 she was Executive Vice President – Commercial Credit Risk Executive; and from 2005 to 2008 she was Executive Vice President—Commercial Credit Risk Manager.
Charles T. Tuggle, Jr. Age: 68	Executive Vice President—General Counsel of the Corporation & the Bank (2008) Mr. Tuggle became Executive Vice President—General Counsel in 2008. From 2003 to 2007 Mr. Tuggle was an Executive Vice President of the Bank’s FTN Financial division; during that time prior to 2007 Mr. Tuggle served as Chief Risk Officer of FTN Financial. From 1998 to 2003 Mr. Tuggle was Chairman and Chief Executive Officer of the law firm Baker, Donelson, Bearman, Caldwell & Berkowitz, PC.
Yousef A. Valine Age: 57	Executive Vice President—Chief Risk Officer of the Corporation & the Bank (2010) Mr. Valine joined FHN in 2009 and became Executive Vice President—Chief Risk Officer in 2010. From June to December 2009, Mr. Valine served as Executive Vice President—Corporate Risk Management of the Corporation and the Bank. From 1985 until June 2009, Mr. Valine was with Wachovia Corporation, most recently serving as Executive Vice President and Chief Operating Officer of its enterprise-wide risk management division from 2007 until June 2009, as the head of its Institutional Risk Group in 2006, and as its chief operational risk officer in 2005.

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PART II

 ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, 
RELATED STOCKHOLDER MATTERS, AND
ISSUER PURCHASES OF EQUITY SECURITIES

Market for Our Common Stock 

Our common stock, $0.625 par value, is listed and trades on the New York Stock Exchange, Inc. under the symbol FHN. As of December 31, 2016, there were 5,448 shareholders of record of our common stock. Additional information called for by this Item is incorporated herein by reference to:

(i) the Summary of Quarterly Financial Information (Table 30)(page 72), the Selected Financial and Operating Data table (page 2), and the “Liquidity Risk Management” subsection (beginning on page 54) of the Management’s Discussion and Analysis of

Financial Condition and Results of Operations section contained in our 2016 Annual Report to shareholders,

(ii) the “Restrictions on dividends” section within Note 12—Regulatory Capital and Restrictions beginning on page 122 of the 2016 Annual Report to shareholders, and

(iii) the “Payment of Dividends” and “Transactions with Affiliates” subsections beginning on pages 7 and 8, respectively, of Item 1 of this report on Form 10-K.

Sales of Unregistered Common and Preferred Stock 

Not applicable.

Repurchases by Us of Our Common Stock

Under authorizations from our Board of Directors, we may repurchase shares from time to time for general purposes and for our stock option and other compensation plans, subject to market conditions, accumulation of excess equity, prudent capital management, and legal and regulatory restrictions. We evaluate the level of capital and take action designed to generate or use capital as appropriate for the interests of the shareholders.

Additional information concerning repurchase activity during the final three months of 2016 is presented in Table 10, and the surrounding notes and other text, of the Management’s Discussion and Analysis of Financial Condition and Results of Operations section appearing on pages 25-26 of our 2016 Annual Report to shareholders, which information is incorporated herein by this reference.

 ITEM 6. SELECTED FINANCIAL DATA 

The information called for by this Item is incorporated herein by reference to the Selected Financial and

Operating Data table appearing on page 2 of our 2016 Annual Report to shareholders.

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 ITEM 7. MANAGEMENT’S DISCUSSION AND 
ANALYSIS OF FINANCIAL
 CONDITION AND RESULTS OF OPERATION

The information called for by this Item is incorporated herein by reference to the Management’s Discussion and Analysis of Financial Condition and Results of Operations section, the Glossary and Acronyms sections, and the Consolidated Historical Statements of

Income and Consolidated Average Balance Sheets and Related Yields and Rates tables appearing on pages 3-79 and 179-181 of our 2016 Annual Report to shareholders.

 ITEM 7A. QUANTITATIVE AND QUALITATIVE 
DISCLOSURES ABOUT MARKET RISK 

The information called for by this Item is incorporated herein by reference to Note 22—Derivatives to the Consolidated Financial Statements, and to the “Market Risk Management” and “Interest Rate Risk Management” subsections of the Management’s

Discussion and Analysis of Financial Condition and Results of Operations section, which appear, respectively, on pages 153-158 and on pages 48-50 and 50-51 of our 2016 Annual Report to shareholders.

 ITEM 8. FINANCIAL STATEMENTS AND 
SUPPLEMENTARY DATA 

The information called for by this Item is incorporated herein by reference to the Report of Management on Internal Control over Financial Reporting, the Reports of Independent Registered Public Accounting Firm, the Consolidated Financial Statements and the notes

thereto, and Table 30, Summary of Quarterly Financial Information, appearing, respectively, on pages 80-178 and on page 72 of our 2016 Annual Report to shareholders.

 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS 
ON ACCOUNTING AND FINANCIAL DISCLOSURE 

Not applicable.

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 ITEM 9A. CONTROLS AND PROCEDURES 

Evaluation of Disclosure Controls and Procedures 

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by the annual

report. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

Reports on Internal Control over Financial Reporting 

The report of management required by Item 308(a) of Regulation S-K, and the attestation report required by Item 308(b) of Regulation S-K, appear at

pages 80-81 of our 2016 Annual Report to shareholders and are incorporated herein by this reference.

Changes in Internal Control over Financial Reporting 

There have not been any changes in our internal control over financial reporting during our fourth fiscal quarter that have materially affected, or

are reasonably likely to materially affect, our internal control over financial reporting.

 ITEM 9B. OTHER INFORMATION 

Not applicable.

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PART III

 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS 
OF THE REGISTRANT 

In 2016 there were no material amendments to the procedures, described in our 2017 Proxy Statement, by which security holders may recommend nominees to our Board of Directors.

Our Board of Directors has adopted a Code of Ethics for Senior Financial Officers that applies to the Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer and also applies to all professionals serving in the financial, accounting, or audit areas of FHN and its subsidiaries. A copy of the Code has been filed or incorporated by reference as Exhibit 14 to this report and is posted on our current internet website (at www.firsthorizon.com; click on “Investor Relations” then

“Corporate Governance” and lastly, click on “Governance Documents” on the left side of the website). A paper copy of the Code is available without charge upon written request addressed to our Corporate Secretary at our main office, 165 Madison Avenue, Memphis, Tennessee 38103. We intend to satisfy our disclosure obligations under Item 5.05 of Form 8-K related to Code amendments or waivers by posting such information on our internet website, the address for which is listed in this paragraph above.

Other information required by this Item related to the topics mentioned in the table below is incorporated herein by reference to the disclosures indicated in the table.

Item 10 Topics	Incorporated Disclosures
Directors and nominees for director of FHN, the Audit Committee of our Board of Directors, members of the Audit Committee, and audit committee financial experts	“Corporate Governance & Board Matters” and “Vote Item No. 1—Election of Directors” in our 2017 Proxy Statement (excluding the Audit Committee Report, the statements regarding the existence, availability, and location of the Audit Committee’s charter, and the Compensation Committee Report)
Executive officers	“Executive Officers of the Registrant” in the Supplemental Part I Information following Item 4 of this Report
Compliance with Section 16(a) of the Securities Exchange Act of 1934	“Section 16(a) Beneficial Ownership Reporting Compliance” in our 2017 Proxy Statement

 ITEM 11. EXECUTIVE COMPENSATION 

The information called for by this Item is incorporated herein by reference to the “Compensation Committee Interlocks & Insider Participation,” “Compensation Discussion & Analysis,” “Recent Compensation,” “Post-Employment Compensation,” and “Director Compensation” sections of our 2017 Proxy Statement.

The information required by Item 407(e)(5) of Regulation S-K is provided in our 2017 Proxy Statement under the caption “Compensation Committee Report.” The information under that caption is neither incorporated into nor filed with this report.

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 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL 
OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS 

Securities Authorized for Issuance under Equity Compensation Plans 

Equity Compensation Plan Information

The table below provides information as of December 31, 2016 regarding shares of our common stock that may be issued under the following plans:

· Equity Compensation Plan (“ECP”)

· 1995 & 1997 Employee Stock Option Plans (“1995 Plan” and “1997 Plan,” respectively)

· 1995 Non-employee Directors’ Deferred Compensation Stock Option Plan (“First Directors’ Plan”)

· 2000 Non-employee Directors’ Deferred Compensation Stock Option Plan (“Second Directors’ Plan”)

· 1996 and 2002 Bank Director and Advisory Board Member Deferral Plans (“Advisory Board Plans”).

EQUITY COMPENSATION PLAN INFORMATION

As of December 31, 2016

		A		B	C
Plan Category		Number of Securities to be Issued upon Exercise of Outstanding Options (1)		Weighted Average Exercise Price of Outstanding Options (1)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Col. A)
Equity Compensation Plans Approved by Shareowners	(2)	3,210,951	(3)	$ 12.553/shr	11,454,517
Equity Compensation Plans Not Approved by Shareowners	(4)	2,726,205	(4)	24.116/shr	—	(4)
Total		5,937,156		$ 17.863/shr	11,454,517

(1) The numbers of shares covered by stock options and the related option prices have been adjusted proportionately to reflect the estimated economic effects of dividends distributed in common stock effective October 1, 2008 through January 1, 2011. The cumulative compound adjustment factor related to those dividends is 20.038%.

(2) Consists of the First and Second Directors’ Plans, the 1995 Plan, and the ECP. The First Directors’ Plan, the Second Directors’ Plan, and the 1995 Plan were approved by shareowners in 1995, 2000, and 1995, respectively; all have terminated. The ECP initially was approved by shareowners in 2003, and most recently was re-approved in 2016.

(3) Includes 302,374 outstanding options issued directly or indirectly in connection with employee and non-employee director cash deferrals of approximately $1.5 million. As of December 31, 2016, a total of 302,374 shares of FHN common stock were issuable upon the exercise of outstanding options under terminated plans approved by shareowners.

(4) Consists of the 1997 Plan and the Advisory Board Plans, all of which have terminated. These outstanding options were issued directly or indirectly in connection with employee and advisory board cash deferrals of approximately $11.3 million.

Only the ECP still permits new awards; all other plans have terminated. At December 31, 2016, the total number of shares issuable upon exercise of outstanding options under the ECP was 2,908,577 shares; that number under the terminated plans was 3,028,579 shares.

Shares covered by outstanding options are shown in column A. Outstanding equity awards other than options, consisting of unvested stock units and restricted stock, are not included in any column. In total, 4,289,443 shares are covered by outstanding awards other than options, all granted under the ECP. In addition, there are 377,711 fully vested deferral stock units outstanding that are the result of previously exercised options under expired plans for which the receipt of the shares was deferred by the employee.

Column C presents the total number of shares available for new awards under the ECP at December 31, 2016, assuming eventual full exercise or vesting of all shares covered by awards outstanding on that date. Of that total, no more than 8,744,702 shares are available for new awards other than options.

Of the options outstanding at December 31, 2016 (the total under column A), approximately 51% were issued directly or indirectly in connection with employee and director cash deferral elections. We received over many years a total of approximately $11.1 million in employee cash deferrals and $1.7 million in non-employee director and

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advisory board retainer and meeting fee deferrals related to outstanding deferral options. The opportunity to defer portions of compensation in exchange for options has not been offered to employees, directors, or advisory board members since 2004.

Description of Equity Compensation Plans Not Approved by Shareholders

The 1997 Plan

The 1997 Plan was adopted by the Board of Directors in 1996 and expired in 2007. The 1997 Plan authorized the grant of nonqualified stock options.

Options were granted under the 1997 Plan prior to its expiration to substantially all our then-current employees pursuant to our former FirstShare and management option programs. The FirstShare program was broad-based: all non-management employees received a stock option award annually with a ten-year term. The last FirstShare grants were made in 2006, expiring in 2016. The management program covered a wide range of management-level employees. The last management options granted under the 1997 Plan, with seven-year terms, expired in 2014.

In addition, prior to 2005 certain employees could elect to defer a portion of their annual compensation into stock options under the 1997 Plan. Deferral options still outstanding had a term of 20 years. All options still outstanding under the 1997 Plan were issued directly or indirectly in connection with the deferral program.

All options granted under the 1997 Plan, except deferral options, had an exercise price equal to the fair market value on the grant date. The option price of deferral options was discounted from grant date fair market value: the aggregate exercise price plus the aggregate compensation foregone equaled the aggregate grant date fair market value. Options could be exercised using shares of FHN stock to pay the option price. When an option was exercised with shares, the option holder sometimes received a new (reload) option grant priced at then-current market (without a discount), covering the remainder of the deferral option’s term. Reload options, relating back to exercised deferral options, are among the options still outstanding under the 1997 Plan.

As of December 31, 2016, options covering 2,700,260 shares of our common stock were outstanding under the 1997 Plan, no shares remained available for future option grants, and options covering 20,626,970 shares had been exercised during the life of the plan. The 1997 Plan was filed most recently as Exhibit 10.2(d) in our Form 10-Q for the quarter ended June 30, 2009.

The Advisory Board Plans

The Advisory Board Plans were adopted by the Board of Directors in 2001 and 1996, and terminated in 2005 and 2002, respectively.

Options granted under the Advisory Board Plans were granted only to regional and advisory board members, or to directors of certain bank affiliates, in any case who were not employees. The options were granted in lieu of the participants receiving retainers or attendance fees for bank board and advisory board meetings. The number of shares subject to grant equaled the amount of fees/retainers earned divided by one half of the fair market value of one share of common stock on the date of the option grant. The exercise price plus the amount of fees foregone equaled the fair market value of the stock on the grant date. The options were vested at the grant date. Those granted on or prior to January 2, 2004 had a term of twenty years, while those granted on or after July 1, 2004 had a term of ten years.

As of December 31, 2016, options covering 25,945 shares of our common stock were outstanding under the Advisory Board Plans, no shares remained available for future option grants, and options covering 73,393 shares had been exercised during the life of the Plans. The Advisory Board Plans were included as Exhibits 10.1(f) and 10.1(g) to our Form 10-Q for the quarter ended June 30, 2009.

Beneficial Ownership of Corporation Stock 

The information required by this Item pursuant to Item 403(a) and (b) of Regulation S-K is incorporated herein

by reference to the “Stock Ownership Information” section of our 2017 Proxy Statement.

Change in Control Arrangements 

FHN is not aware of any arrangements which may result in a change in control of FHN.

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 ITEM 13. CERTAIN RELATIONSHIPS AND 
RELATED TRANSACTIONS 

The information called for by this Item is incorporated herein by reference to the “Independence & Categorical Standards” and the “Transactions with Related Persons” sections of our 2017 Proxy Statement, which sections are incorporated herein by

reference. Our independent directors and nominees are identified in the second paragraph of the “Independence & Categorical Standards” section of our 2017 Proxy Statement.

 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 

The Audit Committee of the Board of Directors has a policy providing for pre-approval of all audit and non-audit services to be performed by our registered public accounting firm that performs the audit of our consolidated financial statements (our “Auditor”). Services either may be approved in advance by the Audit Committee specifically on a case-by-case basis (“specific pre-approval”) or may be approved in advance (“advance pre-approval”). Advance pre-approval requires the Committee to identify in advance the specific types of service that may be provided and the fee limits applicable to such types of service, which limits may be expressed as a limit by type of service or by category of services. All requests to provide services that have been pre-approved in advance must be submitted to the Chief Accounting Officer prior to the provision of such services for a determination that the service to be provided is of the type and within the fee limit that has been pre-approved. Unless the type of service to be provided by our Auditor has received advance pre-approval under the policy and the fee for such service is within the limit pre-approved, the service will require specific pre-approval by the Committee.

The terms of and fee for the annual audit engagement must receive the specific pre-approval of the Committee. “Audit,” “Audit-related,” “Tax,” and “All Other” services, as those terms are defined in the policy, have the advance pre-approval of the

Committee, but only to the extent those services have been specified by the Committee and only in amounts that do not exceed the fee limits specified by the Committee. Such advance pre-approval is to be for a term of 12 months following the date of pre-approval unless the Committee specifically provides for a different term. Unless the Committee specifically determines otherwise, the aggregate amount of the fees pre-approved for All Other services for the fiscal year must not exceed seventy-five percent (75%) of the aggregate amount of the fees pre-approved for the fiscal year for Audit services, Audit-related services, and those types of Tax services that represent tax compliance or tax return preparation. The policy delegates the authority to pre-approve services to be provided by our Auditor, other than the annual audit engagement and any changes thereto, to the chairperson of the Committee. The chairperson may not, however, make a determination that causes the 75% limit described above to be exceeded. Any service pre-approved by the chairperson will be reported to the Committee at its next regularly scheduled meeting.

Information regarding fees billed to FHN by our Auditor, KPMG LLP, for the two most recent fiscal years is incorporated herein by reference to the section of our 2017 Proxy Statement captioned “Vote Item No. 4 – Ratification of Appointment of Auditors.” No services were approved by the Audit Committee pursuant to Rule 2-01(c)(7)(i)(C) of Regulation S-X.

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following documents are filed as a part of this Report:

Financial Statements and Related Reports 

The consolidated financial statements of FHN, the notes thereto, and the reports of management and independent public accountants, as listed above, are

incorporated herein by reference to the pages of FHN’s 2016 Annual Report to shareholders indicated below.

Ann Rpt Pg	Statement or Report Incorporated
80	Report of Management on Internal Control over Financial Reporting
81-82	Reports of Independent Registered Public Accounting Firm
83	Consolidated Statements of Condition as of December 31, 2016 and 2015
84	Consolidated Statements of Income for the years ended December 31, 2016, 2015, and 2014
85	Consolidated Statements of Comprehensive Income for the years ended December 31, 2016, 2015, and 2014
86	Consolidated Statements of Equity for the years ended December 31, 2016, 2015, and 2014
87	Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015, and 2014
88-178	Notes to Consolidated Financial Statements

Financial Statement Schedules 

Not applicable.

Exhibits 

A complete list of exhibits to this report on Form 10-K is provided in the Exhibit Index immediately following the Signatures part of this report,

beginning on page 46. The Exhibit Index is incorporated into this Item 15 by this reference.

 ITEM 16. FORM 10-K SUMMARY 

Not applicable.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	FIRST HORIZON NATIONAL CORPORATION
Date: February 27, 2017	By:	/s/ William C. Losch III
		William C. Losch III, Executive Vice
		President and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature*	Title	Date	Signature*	Title	Date
D. Bryan Jordan D. Bryan Jordan	President, Chief Executive Officer, Chairman of the Board, and a Director (principal executive officer)	February 27, 2017	William C. Losch III William C. Losch III	Executive Vice President and Chief Financial Officer (principal financial officer)	February 27, 2017
			Jeff L. Fleming Jeff L. Fleming	Executive Vice President and Chief Accounting Officer (principal accounting officer)	February 27, 2017
John C. Compton John C. Compton	Director	February 27, 2017	Mark A. Emkes Mark A. Emkes	Director	February 27, 2017
Corydon J. Gilchrist Corydon J. Gilchrist	Director	February 27, 2017	R. Brad Martin R. Brad Martin	Director	February 27, 2017
Scott M. Niswonger Scott M. Niswonger	Director	February 27, 2017	Vicki R. Palmer Vicki R. Palmer	Director	February 27, 2017
Colin V. Reed Colin V. Reed	Director	February 27, 2017	Cecelia D. Stewart Cecelia D. Stewart	Director	February 27, 2017
Rajesh Subramaniam Rajesh Subramaniam	Director	February 27, 2017	Luke Yancy III Luke Yancy III	Director	February 27, 2017

*By:	/s/ Clyde A. Billings, Jr.	February 27, 2017
	Clyde A. Billings, Jr.
	As Attorney-in-Fact

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EXHIBIT INDEX

Each exhibit marked + is filed herewith.

Each exhibit marked * represents a management contract or compensatory plan or arrangement required to be identified as such and filed as an exhibit.

Each exhibit marked ** is “furnished” pursuant to 18 U.S.C. Section 1350 and is not “filed” as part of this Report or as a separate disclosure document.

The phrase “2016 named executive officers” refers to those executive officers whose 2016 compensation is described in FHN’s 2017 Proxy Statement.

In many agreements filed as exhibits, each party makes representations and warranties to other parties. Those representations and warranties are made only to and for the benefit of those other parties in the context of a business contract. Exceptions to such representations and warranties may be partially or fully waived by such parties, or not enforced by such parties, in their discretion. No such representation or warranty may be relied upon by any other person for any purpose.

Organization and Capitalization Exhibits

3.1

Restated Charter of FHN, incorporated herein by reference to Exhibit 3.1 to FHN’s Current Report on Form 8-K dated May 1, 2013.

3.2

Bylaws of First Horizon National Corporation, as amended and restated effective July 25, 2016, incorporated herein by reference to Exhibit 3.1 to FHN’s Current report on Form 8-K dated July 25, 2016.

4.1

Deposit Agreement, dated as of January 31, 2013, by and among FHN, Wells Fargo Bank, N.A., as depositary, and the holders from time to time of depositary receipts described therein, incorporated herein by reference to Exhibit 4.1 to FHN’s Current Report on Form 8-K filed January 31, 2013.

4.2

FHN agrees to furnish to the Securities and Exchange Commission upon request a copy of each instrument defining the rights of the holders of the senior and subordinated long-term debt of FHN and its consolidated subsidiaries.

*Equity-Based Award Plans

*10.1(a)

Equity Compensation Plan (as amended and restated April 26, 2016), incorporated by reference to Appendix A to FHN’s Proxy Statement for its annual meeting on April 26, 2016.

*10.1(b)

1997 Employee Stock Option Plan, as restated for amendments through December 15, 2008, incorporated herein by reference to Exhibit 10.2(d) to FHN’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009.

*10.1(c)

[1995] Non-Employee Directors’ Deferred Compensation Stock Option Plan, as restated for amendments through December 15, 2008, incorporated herein by reference to Exhibit 10.1(d) to FHN’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009.

*10.1(d)

2000 Non-Employee Directors’ Deferred Compensation Stock Option Plan, as restated for amendments through December 15, 2008, incorporated herein by reference to Exhibit 10.1(e) to FHN’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009.

46

*Performance-Based Equity Award Documents 

*10.2(a)

Form of Special Performance Stock Units Grant Notice [2012], incorporated herein by reference to Exhibit 10.3 to FHN’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012.

*10.2(b)

Form of Grant Notice for Performance Stock Units – Core ROE Rank [2014], incorporated herein by reference to Exhibit 10.1 to FHN’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014.

*10.2(c)

Form of Grant Notice for Performance Stock Units – Total Corporate Performance [2014], incorporated herein by reference to Exhibit 10.2 to FHN’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014.

*10.2(d)

Form of Grant Notice for Executive Performance Stock Units [2015], incorporated herein by reference to Exhibit 10.1 to FHN’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015.

*10.2(e)

Form of Grant Notice for Executive Performance Stock Units [2016], incorporated herein by reference to Exhibit 10.1 to FHN’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016.

*10.2(f)

Form of Grant Notice for Special Retention Stock Units [2016], incorporated herein by reference to Exhibit 10.6 to FHN’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016.

*Stock Option Award Documents

*10.3(a)

Form of Agreement To Defer Receipt Of Shares Following Option Exercise, incorporated herein by reference to Exhibit 10.5(c) to FHN’s 2004 Annual Report on Form 10-K.

*10.3(b)

Form of Stock Option Grant Notice, incorporated herein by reference to Exhibit 10.5(e) to FHN’s 2004 Annual Report on Form 10-K.

*10.3(c)

First Tennessee Stock Option Enhancement Program, incorporated herein by reference to Exhibit 10.5(o) to FHN’s Annual Report on Form 10-K for the year ended December 31, 2006.

*10.3(d)

Form of Executive Stock Option Grant Notice [2011], incorporated herein by reference to Exhibit 10.5(s) to FHN’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011.

*10.3(e)

Form of Executive Stock Option Grant Notice [2012], incorporated herein by reference to Exhibit 10.4 to FHN’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012.

*10.3(f)

Form of Executive Stock Option Grant Notice [2013], incorporated herein by reference to Exhibit 10.2 to FHN’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.

*10.3(g)

Form of Grant Notice for Executive Stock Options [2014], incorporated herein by reference to Exhibit 10.3 to FHN’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014.

*10.3(h)

Form of Grant Notice for Executive Stock Options [2015], incorporated herein by reference to Exhibit 10.2 to FHN’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015.

*10.3(i)

Form of Grant Notice for Executive Stock Options [2016], incorporated herein by reference to Exhibit 10.2 to FHN’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016.

*10.3(j)

Form of Grant Notice for Special Retention Stock Options [2016], incorporated herein by reference to Exhibit 10.5 to FHN’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016.

47

*Other Equity-Based Award Documents

*10.4(a)

Form of Executive Retention Restricted Stock Grant Notice [2013], incorporated herein by reference to Exhibit 10.5 to FHN’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.

*10.4(b)

Form of Grant Notice for Executive Restricted Stock Units [2014], incorporated herein by reference to Exhibit 10.4 to FHN’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014.

*10.4(c)

Form of Grant Notice for Executive Restricted Stock Units [2015], incorporated herein by reference to Exhibit 10.3 to FHN’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015.

*10.4(d)

Form of Grant Notice for Executive Retention Restricted Stock [2015], incorporated herein by

reference to Exhibit 10.4 to FHN’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015.

*10.4(e)

Form of Grant Notice for Executive Restricted Stock Units [2016], incorporated herein by reference to Exhibit 10.3 to FHN’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016.

*10.4(f)

Form of Grant Notice for Executive Retention Restricted Stock Units [2016], incorporated herein by reference to Exhibit 10.4 to FHN’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016.

*10.4(g)

Sections of Director Policy pertaining to compensation, incorporated herein by reference to Exhibit 10.1 to FHN’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015.

*Management Cash Incentive Plan Documents

*10.5(a)

Management Incentive Plan (as amended and restated April 26, 2016), incorporated by reference to Appendix B to FHN’s Proxy Statement for its annual meeting on April 26, 2016.

*10.5(b)

Capital Markets Incentive Compensation Plan, incorporated herein by reference to Exhibit 10.6(c) to FHN’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006. Certain information in this exhibit has been omitted pursuant to a request for confidential treatment. The omitted information has been submitted separately to the Securities and Exchange Commission. In accordance with FHN’s bylaws, FHN’s Board Compensation Committee’s charter, and action of that Committee on July 18, 2006,

the annual incentive bonus to the head of the capital markets unit [currently President – FTN Financial, head of the Fixed Income segment] is subject to final review and approval by the Chief Executive Officer and by the Compensation Committee.

*10.5(c)

Amendment to Capital Markets Incentive Compensation Plan, incorporated herein by reference to Exhibit 10.6(c2) to FHN’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.

*10.5(d)

Firstpower Annual Bonus Plan, incorporated herein by reference to Exhibit 10.1 to FHN’s Current Report on Form 8-K filed August 21, 2008.

*Other Exhibits relating to Employment, Retirement, Severance, or Separation

*10.6(a)

February 2007 form of change-in-control severance agreement between the Corporation and its executive officers, incorporated herein by reference to Exhibit 10.7(a2) to FHN’s Current Report on Form 8-K dated February 20, 2007.

*10.6(b)

Form of Amendment to February 2007 form of change-in-control severance agreement between the

Corporation and its executive officers, incorporated herein by reference to Exhibit 10.7(a4) to FHN’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.

*10.6(c)

October 2007 form of change-in-control severance agreement between the Corporation and its executive officers, incorporated herein by reference to Exhibit

48

10.7(a5) to FHN’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.

*10.6(d)

Form of Change in Control Severance Agreement offered to executive officers on or after November 14, 2008, incorporated herein by reference to Exhibit 10.2 to FHN’s Current Report on Form 8-K filed November 24, 2008.

*10.6(e)

Form of Pension Restoration Plan (amended and restated as of January 1, 2008), incorporated herein by reference to Exhibit 10.7(e) to FHN’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.

*10.6(f)

Form of Amendment to Pension Restoration Plan, incorporated herein by reference to Exhibit 10.7(d2) to FHN’s Annual Report on Form 10-K for the year ended December 31, 2009.

*10.6(g)

Form of Amendment No. 3 to Pension Restoration Plan, incorporated herein by reference to Exhibit 10. 2 to FHN’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011.

*10.6(h)

Form of First Horizon National Corporation Savings Restoration Plan, incorporated herein by reference to Exhibit 10.1 to FHN’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012.

*Documents Related to Other Deferral Plans and Programs

*10.7(a)

Directors and Executives Deferred Compensation Plan, as amended and restated, incorporated herein by reference to Exhibit 10(h) to FHN’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003 and form of individual agreement, incorporated herein by reference to Exhibit 10(h) to FHN’s 1996 Annual Report on Form 10-K.

*10.7(b)

Form of Amendment to Directors and Executives Deferred Compensation Plan, incorporated herein by reference to Exhibit 10.1(a3) to FHN’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.

*10.7(c)

Rate Applicable to Participating Directors and Executive Officers Under the Directors and Executives Deferred Compensation Plan, incorporated herein by reference to Exhibit 10.1 to FHN’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016.

*10.7(d)

Director Deferral Agreements with schedule, incorporated herein by reference to Exhibit 10(k) to FHN’s 1992 Annual Report on Form 10-K and Exhibit 10(j) to FHN’s 1995 Annual Report on Form 10-K.

*10.7(e)

Form of First Horizon National Corporation Deferred Compensation Plan as Amended and Restated [formerly known as First Tennessee National Corporation Nonqualified Deferred Compensation Plan], incorporated herein by reference to Exhibit 10.1(c) to FHN’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.

*10.7(f)

Form of FTN Financial Deferred Compensation Plan Amended and Restated Effective January 1, 2008, incorporated herein by reference to Exhibit 10.1(j) to FHN’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.

*10.7(g)

Form of Deferred Compensation Agreement used under FHN’s 2003 Equity Compensation Plan and First Tennessee National Corporation Non-Qualified Deferred Compensation Plan, along with form of Salary, Commission, and Annual Bonus Deferral Programs Overview, form of Deferred Stock Option (“DSO”) Program Summary, and description of share receipt deferral feature, incorporated herein by reference to Exhibit 10(z) to FHN’s Current Report on Form 8-K dated January 3, 2005.

*Other Exhibits related to Management or Directors

*10.8(a)

Survivor Benefits Plan, as amended and restated July 18, 2006, incorporated herein by reference to Exhibit 10.8 to FHN’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006.

*10.8(b)

Other Compensation and Benefit Arrangements for Non-employee Directors, incorporated herein by reference to Exhibit 10.8(b) to FHN’s Quarterly Report

49

on Form 10-Q for the quarter ended September 30, 2009.

*10.8(c)

Long-Term Disability Program, incorporated herein by reference to Exhibit 10(v) to FHN’s 2003 Annual Report on Form 10-K.

*10.8(d)

2004 Form of Indemnity Agreement between the Corporation and its directors and executive officers, incorporated herein by reference to Exhibit 10.13 to FHN’s 2004 Annual Report on Form 10-K.

*10.8(e)

Form of amendment to 2004 form of Indemnity Agreement with directors and executive officers,

incorporated herein by reference to Exhibit 10.4 to FHN’s Current Report on Form 8-K filed April 28, 2008.

*10.8(f)

Form of Indemnity Agreement with directors and executive officers (April 2008 revision), incorporated herein by reference to Exhibit 10.5 to FHN’s Current Report on Form 8-K filed April 28, 2008.

*10.8(g) +

List of Certain Benefits Available to Executive Officers.

*10.8(h) +

Description of 2017 Salary Rates for 2016 Named Executive Officers.

Other Material Contract Exhibits

[reserved]

Other Exhibits

12 +

Consolidated ratios of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividends, and information regarding computation of those ratios

13 +

Pages 1 through 182 of the First Horizon National Corporation 2016 Annual Report to shareholders, a copy of which is furnished for the information of the Securities and Exchange Commission. Portions of the Annual Report not incorporated herein by reference are deemed not to be “filed” with the Commission.

14

Code of Ethics for Senior Financial Officers, incorporated herein by reference to Exhibit 14 to FHN’s Annual Report on Form 10-K for the year ended December 31, 2008.

21 +

Subsidiaries of First Horizon National Corporation.

23 +

Accountant’s Consents.

24 +

Power of Attorney.

31(a) +

Rule 13a-14(a) Certifications of CEO (pursuant to Section 302 of Sarbanes-Oxley Act of 2002)

31(b) +

Rule 13a-14(a) Certifications of CFO (pursuant to Section 302 of Sarbanes-Oxley Act of 2002)

**32(a) +

18 USC 1350 Certifications of CEO (pursuant to Section 906 of Sarbanes-Oxley Act of 2002)

**32(b) +

18 USC 1350 Certifications of CFO (pursuant to Section 906 of Sarbanes-Oxley Act of 2002)

99.1

Conformed copy of Mortgage Loan Subservicing Agreement dated June 3, 2008 related to the subservicing of certain mortgage loans, incorporated herein by reference to Exhibit 10.2 to FHN’s Current Report on Form 8-K/A filed June 4, 2008

50

XBRL Exhibits

101 +

The following financial information from First Horizon National Corporation’s Annual Report on Form 10-K for the year ended December 31, 2016, formatted in XBRL:

(i)	Consolidated Statements of Condition at December 31, 2016 and 2015
(ii)	Consolidated Statements of Income for the Years Ended December 31, 2016, 2015, and 2014
(iii)	Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2016, 2015, and 2014
(iv)	Consolidated Statements of Equity for the Years Ended December 31, 2016, 2015, and 2014
(v)	Consolidated Statements of Cash Flows for the Years Ended December 31, 2016, 2015, and 2014
(vi)	Notes to the Consolidated Financial Statements

101.INS +

XBRL Instance Document

101.SCH +

XBRL Taxonomy Extension Schema

101.CAL +

XBRL Taxonomy Extension Calculation Linkbase

101.DEF +

XBRL Taxonomy Extension Definition Linkbase

101.LAB +

XBRL Taxonomy Extension Label Linkbase

101.PRE +

XBRL Taxonomy Extension Presentation Linkbase

51

EX-10.8(G)

Exhibit 10.8(g)

LIST OF CERTAIN BENEFITS AVAILABLE
TO CERTAIN EXECUTIVE OFFICERS

(As in effect January 1, 2017)

The following benefits are available to some or all executive officers (among other persons), but not to all full-time employees of the Corporation.

1)	If the Board has authorized a stock repurchase program, an executive may request the repurchase of shares of the Corporation at the day’s volume-weighted average price with no payment of any fees or commissions if the repurchase of the shares is otherwise permissible under the authorized program.
2)	The Corporation’s regular disability insurance program is available to employees generally. Employees above a certain grade level, including executive officers, are offered an additional benefit. Executive officers who choose the additional coverage pay the premiums with after-tax dollars.
3)	The Corporation makes available or pays for tax preparation, tax consulting, estate planning, and financial counseling services for executive officers. If a preferred provider is used, the Corporation will pay the annual counseling fee ($15,180 for 2016) per person as well as general engagement fees and expenses which are not applied on a per person basis. If an executive chooses to use another provider, the Corporation will reimburse actual costs up to the following limits: $15,000 per year for the CEO ($22,500 in any year in which a new financial counseling firm is engaged); and $5,000 per year for other executives.
4)	On occasion spouses of certain employees, including executive officers, are asked by the Corporation, for business reasons, to accompany the employee on a business trip or function. In those cases the Corporation may pay the travel, accommodation, and other expenses of the spouse incidental to the trip or function, some or all of which can result in taxable income for the employee. Also, on occasion the Corporation may provide or pay for a memento, gift, or other gratuity that the employee or spouse receives in connection with the business trip or function.
5)	The Corporation provides a relocation benefit to a wide range of employees, including executive officers, under varying circumstances and subject to certain constraints. The benefit may be in the form of an allowance or a reimbursement of actual expenses, and includes a tax gross up feature.
6)	The Corporation requires the Chief Executive Officer to participate in an executive health program selected by the Corporation. The program provides substantially enhanced ongoing health screening and related services. The Corporation pays the expenses associated with attendance, including program fees and incidental expenses such as lodging, meals, and air travel. The program primarily performs screening and diagnostic functions. Accordingly, any treatments that might be recommended as a result of the program generally would be paid in the ordinary course through the health insurance plan selected by the Officer under the Corporation’s broad-based employee health benefit program.

EX-10.8(H)

Exhibit 10.8(h)

DESCRIPTION OF 2017 SALARY RATES
FOR 2016 NAMED EXECUTIVE OFFICERS

Annualized salary rates for the executive officers of the First Horizon National Corporation (the “Company”) who are expected to be named in the executive compensation disclosures of the Company’s 2017 proxy statement in relation to fiscal year 2016 (“2016 Named Executive Officers”) currently are:

Officer Name	2017 Salary Rate
D. Bryan Jordan	$	875,000
William C. (B.J.) Losch III		475,000
Michael E. Kisber		600,000
David T. Popwell		500,000
Charles T. Tuggle, Jr.		475,000

The annualized rates shown above are those in effect on the date this exhibit is filed with the Company’s Annual Report on Form 10-K. Salary rates generally continue in effect until they are changed.

EX-12

Exhibit 12

CONSOLIDATED RATIOS OF

EARNINGS TO FIXED CHARGES

AND

EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

The following table sets forth information regarding our consolidated ratio of earnings to fixed charges and consolidated ratio of earnings to combined fixed charges and preferred stock dividends for the periods shown. For purposes of determining the below ratios, earnings consist of pre-tax income from continuing operations before adjustment for income or loss from equity investees, fixed charges, amortization of capitalized interest, distributed income of equity investees and our share of pre-tax losses of equity investees for which charges arising from guarantees are included in fixed charges, and adjusted for interest capitalized, preference security dividend requirements of consolidated subsidiaries and non-controlling interest in pre-tax income of subsidiaries that have not incurred fixed charges. Fixed charges consist of interest expensed and capitalized, amortized premiums, discounts and capitalized expenses related to indebtedness, an estimate of the interest within rental expense, and preference security dividend requirements of consolidated subsidiaries.

	Year Ended December 31,
	2016	2015	2014	2013	2012	2011
Consolidated ratio of earnings to fixed charges	4.5	2.1	4.4	1.0	*	2.1
Consolidated ratio of earnings to fixed charges and preferred stock dividends	3.7	1.7	3.6	*	*	1.9

* Earnings for the reporting period were inadequate to cover total fixed charges and/or total fixed charges and preferred stock dividends. The coverage deficiency for total fixed charges for the year ended December 31, 2012 was $98.9 million. The coverage deficiencies for the combined fixed charges and preferred stock dividends for the years ended December 31, 2013 and 2012 were $15.4 million and $118.1 million, respectively.

INFORMATION REGARDING COMPUTATION OF

RATIOS OF EARNINGS TO FIXED CHARGES AND

EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

Ratio of Earnings to Fixed Charges

(Dollars in thousands)	2016		2015		2014		2013		2012			2011
Earnings:
Income/(loss) before income taxes (a)	$	333,856	$	96,819	$	301,144	$	3,660	$	(98,944	)	$	154,890
Add: Fixed Charges, net		95,535		88,678		88,101		100,444		116,802			138,737
Add: Distributed income of equity investees		-		-		-		-		-			-
Income/(loss) before income taxes and fixed charges, net	$	429,391	$	185,497	$	389,245	$	104,104	$	17,858		$	293,627
Fixed Charges:
Total interest expense	$	88,825	$	82,685	$	81,531	$	94,679	$	110,286		$	131,605
Interest factor in rents		6,710		5,993		6,570		5,765		6,516			7,132
Total fixed charges	$	95,535	$	88,678	$	88,101	$	100,444	$	116,802		$	138,737
Ratio of earnings to fixed charges		4.5		2.1		4.4		1.0		*			2.1
Ratio of Earnings to Fixed Charges and Preferred Stock Dividends
(Dollars in thousands)	2016		2015		2014		2013		2012			2011
Earnings:
Income/(loss) before income taxes (a)	$	333,856	$	96,819	$	301,144	$	3,660	$	(98,944	)	$	154,890
Add: Fixed Charges, net		95,535		88,678		88,101		100,444		116,802			138,737
Add: Distributed income of equity investees		-		-		-		-		-			-
Income/(loss) before income taxes and fixed charges, net	$	429,391	$	185,497	$	389,245	$	104,104	$	17,858		$	293,627
Fixed Charges & Preferred Stock Dividends:
Total interest expense	$	88,825	$	82,685	$	81,531	$	94,679	$	110,286		$	131,605
Interest factor in rents		6,710		5,993		6,570		5,765		6,516			7,132
Preferred stock dividends (b)		19,108		19,057		19,212		19,108		19,108			19,056
Total fixed charges and preferred stock dividends	$	114,643	$	107,735	$	107,313	$	119,552	$	135,910		$	157,793
Ratio of earnings to fixed charges and preferred stock dividends		3.7		1.7		3.6		*		*			1.9

*	Earnings for the reporting period were inadequate to cover total fixed charges and/or total fixed charges and preferred stock dividends. The coverage deficiency for total fixed charges for the year ended December 31, 2012 was $98.9 million. The coverage deficiencies for the combined fixed charges and preferred stock dividends for the years ended December 31, 2013 and 2012 were $15.4 million and $118.1 million, respectively.
(a)	Pre-tax earnings from continuing operations excluding income attributable to noncontrolling interests and income/loss from equity investees.
(b)	The preferred dividend amounts represent pre-tax earnings required to cover total dividends on preferred stock.

EX-13

Exhibit 13

FINANCIAL INFORMATION AND DISCUSSION

TABLE OF CONTENTS

Selected Financial and Operating Data	2
Management’s Discussion and Analysis of Financial Condition and Results of Operations	3
General Information	3
Forward-Looking Statements	4
Financial Summary – 2016 compared to 2015	5
Business Line Review – 2016 compared to 2015	7
Income Statement Review – 2016 compared to 2015; 2015 compared to 2014	9
Statement of Condition Review – 2016 compared to 2015	19
Capital – 2016 compared to 2015	23
Asset Quality – Trend Analysis of 2016 compared to 2015	26
Risk Management	47
Repurchase Obligations, Off-Balance Sheet Arrangements, and Other Contractual Obligations	57
Market Uncertainties and Prospective Trends	63
Critical Accounting Policies	64
Quarterly Financial Information	72
Non-GAAP Information	73
Glossary of Selected Financial Terms and Acronyms	74
Report of Management on Internal Control over Financial Reporting	80
Reports of Independent Registered Public Accounting Firm	81
Consolidated Statements of Condition	83
Consolidated Statements of Income	84
Consolidated Statements of Comprehensive Income	85
Consolidated Statements of Equity	86
Consolidated Statements of Cash Flows	87
Notes to the Consolidated Financial Statements	88
Consolidated Historical Statements of Income	179
Consolidated Average Balance Sheet and Related Yields and Rates	180
Total Shareholder Return Performance Graph	182

FIRST HORIZON NATIONAL CORPORATION

SELECTED FINANCIAL AND OPERATING DATA

(Dollars in millions except per share data)	2016				2015				2014				2013				2012
Income/(loss) from continuing operations		$	238.5			$	97.3			$	234.0			$	37.8			$	(15.5	)
Income/(loss) from discontinued operations, net of tax			-				-				-				0.5				0.1
Net income/(loss)			238.5				97.3				234.0				38.4				(15.4	)
Income/(loss) available to common shareholders			220.8				79.7				216.3				21.1				(26.8	)
Common Stock Data
Earnings/(loss) per common share from continuing operations		$	0.95			$	0.34			$	0.92			$	0.09			$	(0.11	)
Earnings/(loss) per common share			0.95				0.34				0.92				0.09				(0.11	)
Diluted earnings/(loss) per common share from continuing operations			0.94				0.34				0.91				0.09				(0.11	)
Diluted earnings/(loss) per common share			0.94				0.34				0.91				0.09				(0.11	)
Cash dividends declared per common share			0.28				0.24				0.20				0.20				0.04
Book value per common share			9.90				9.42				9.35				8.87				9.05
Closing price of common stock per share:
High			20.61				16.20				13.91				12.55				10.89
Low			11.62				12.31				11.18				9.72				7.55
Year-end			20.01				14.52				13.58				11.65				9.91
Cash dividends per common share/year-end closing price			1.4	%			1.7	%			1.5	%			1.7	%			0.4	%
Cash dividends per common share/diluted earnings per common share			29.8	%			70.6	%			22.0	%			222.2	%			(36.4	)%
Price/earnings ratio			21.3	x			42.7	x			14.9	x			129.4	x			NM
Market capitalization		$	4,674.8			$	3,464.3			$	3,180.7			$	2,753.7			$	2,414.1
Average shares (thousands)			232,700				234,189				234,997				237,972				248,349
Average diluted shares (thousands)			235,292				236,266				236,735				239,794				248,349
Period-end shares outstanding (thousands)			233,624				238,587				234,220				236,370				243,598
Volume of shares traded (thousands)			574,196				562,553				592,399				787,295				1,221,242
Selected Average Balances
Total assets		$	27,427.2			$	25,636.0			$	23,993.0			$	24,399.9			$	25,045.2
Total loans, net of unearned income			18,303.9				16,624.4				15,521.0				15,726.4				16,205.4
Securities available-for-sale			4,002.1				3,692.3				3,548.4				3,180.4				3,145.5
Earning assets			25,180.1				23,456.2				21,825.2				21,772.0				22,224.8
Total deposits			20,898.8				18,753.7				16,401.7				16,340.2				16,212.0
Total term borrowings			1,130.2				1,557.2				1,591.0				1,942.3				2,323.7
Common equity			2,300.4				2,190.1				2,200.9				2,135.6				2,307.4
Total equity			2,691.5				2,581.2				2,592.0				2,518.8				2,602.5
Selected Period-End Balances
Total assets		$	28,555.2			$	26,192.6			$	25,665.4			$	23,782.4			$	25,322.0
Total loans, net of unearned income			19,589.5				17,686.5				16,230.2				15,389.1				16,708.6
Securities available-for-sale			3,943.5				3,929.8				3,556.6				3,398.5				3,061.8
Earning assets			26,280.2				23,971.5				23,470.9				21,168.4				22,424.8
Total deposits			22,672.4				19,967.5				18,068.9				16,735.0				16,629.7
Total term borrowings			1,040.7				1,312.7				1,877.3				1,737.8				2,223.7
Common equity			2,314.0				2,248.5				2,190.5				2,097.3				2,204.4
Total equity			2,705.1				2,639.6				2,581.6				2,488.4				2,499.5
Selected Ratios
Return on average common equity (a)			9.60	%			3.64	%			9.83	%			0.99	%			(1.16	)%
Return on average assets (b)			0.87				0.38				0.98				0.16				(0.06	)
Net interest margin (c)			2.94				2.83				2.92				2.96				3.13
Allowance for loan losses to loans			1.03				1.19				1.43				1.65				1.66
Net charge-offs to average loans			0.10				0.19				0.31				0.50				1.14
Total period-end equity to period-end assets			9.47				10.08				10.06				10.46				9.87
Tangible common equity to tangible assets (d)			7.42				7.82				7.91				8.19				8.14
Common equity tier 1 ratio			9.94				10.45				N/A				N/A				N/A

Certain previously reported amounts have been revised to reflect the retroactive effect of the adoption of ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs.” See Note 1 – Summary of Significant Accounting Policies for additional information.

See accompanying notes to consolidated financial statements.

Numbers may not add due to rounding.

NM - Not meaningful

N/A - Not applicable

(a)	Calculated using net income/(loss) available to common shareholders divided by average common equity.
(b)	Calculated using net income divided by average assets.
(c)	Net interest margin is computed using total net interest income adjusted to a FTE basis assuming a statutory federal income tax rate of 35 percent and, where applicable, state income taxes.
(d)	Represents a non-GAAP measure which is reconciled to total equity to total assets (GAAP) in the non-GAAP to GAAP reconciliation in table 31.

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FIRST HORIZON NATIONAL CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

GENERAL INFORMATION

First Horizon National Corporation (“FHN”) began as a community bank chartered in 1864 and as of December 31, 2016, was one of the 40 largest publicly traded banking organizations in the United States in terms of asset size.

FHN’s two major brands – First Tennessee and FTN Financial – provide customers with a broad range of products and services. First Tennessee provides consumer and commercial banking services throughout Tennessee and other selected markets and is the largest bank headquartered in the state of Tennessee. FTN Financial (“FTNF”) is an industry leader in fixed income sales, trading, and strategies for institutional clients in the U.S. and abroad.

FHN is composed of the following operating segments:

• Regional banking offers financial products and services including traditional lending and deposit-taking to consumer and commercial customers in Tennessee and other selected markets. Regional banking provides investments, financial planning, trust services and asset management, along with credit card and cash management services. Additionally, the regional banking segment includes correspondent banking which provides credit, depository, and other banking-related services to other financial institutions nationally.

• Fixed income provides financial services for depository and non-depository institutions through the sale and distribution of fixed income securities, loan sales, portfolio advisory services, and derivative sales.

• Corporate consists of unallocated corporate expenses, expense on subordinated debt issuances, bank-owned life insurance (“BOLI”), unallocated interest income associated with excess equity, net impact of raising incremental capital, revenue and expense associated with deferred compensation plans, funds management, tax credit investment activities, gains on the extinguishment of debt, derivative valuation adjustments related to prior sales of Visa Class B shares, and acquisition-related costs.

• Non-strategic includes exited businesses and wind-down national consumer lending activities, other discontinued products, and loan portfolios and service lines.

On October 27, 2016, FTN Financial announced its plan to acquire substantially all of the assets and assume substantially all of the liabilities of Coastal Securities, Inc. (“Coastal”), a national leader in the trading, securitization, and analysis of Small Business Administration (“SBA”) loans, for approximately $160 million in cash. Based in Houston, TX, Coastal also trades United States Department of Agriculture (“USDA”) loans and fixed income products and provides municipal underwriting and advisory services to its clients. Coastal’s government-guaranteed loan products, combined with FTN Financial’s existing SBA trading activities, will establish an additional major product sector for FTN Financial. The transaction, which is subject to regulatory approvals and other customary closing conditions, is expected to close in the second quarter of 2017.

On September 16, 2016, FTBNA acquired $537.4 million of UPB in restaurant franchise loans from GE Capital. The acquired loans were combined with existing FTBNA relationships to establish a franchise finance specialty lending business.

On October 2, 2015, FHN completed its acquisition of TrustAtlantic Financial Corporation (“TrustAtlantic Financial” or “TAF”), and its wholly owned bank subsidiary TrustAtlantic Bank (“TAB”), for an aggregate of 5.1 million shares of FHN common stock and $23.9 million in cash in a transaction valued at $96.7 million. The fair value of the acquired assets totaled $445.3 million, including $281.9 million in loans. FHN also assumed $344.1 million of TAB deposits. FHN’s operating results include the operating results of the acquired assets and assumed liabilities subsequent to the acquisition date. Refer to Note 2 – Acquisitions and Divestitures for additional information.

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For the purpose of this management’s discussion and analysis (“MD&A”), earning assets have been expressed as averages, unless otherwise noted, and loans have been disclosed net of unearned income. The following financial discussion should be read with the accompanying audited Consolidated Financial Statements and Notes in this report.

ADOPTION OF ACCOUNTING UPDATES

Effective January 1, 2016, FHN retroactively adopted the requirements of ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs,” which requires that debt issuance costs related to a recognized debt liability be presented as a direct reduction from the carrying value of that debt liability, consistent with debt discounts. FHN previously classified debt issuance costs within Other assets in the Consolidated Statements of Condition, consistent with prior requirements. The retrospective application of ASU 2015-03 resulted in a decrease to Other assets and Term borrowings of $2.5 million at December 31, 2015 versus previously reported amounts. The adoption of ASU 2015-03 had no effect on FHN’s recognition of interest expense. All prior periods and associated narrative in this report have been revised to reflect this change. For additional information see Note 1 – Summary of Significant Accounting Policies in this report.

Non-GAAP Measures

Certain measures are included in the narrative and tables in this MD&A that are “non-GAAP”, meaning (under U.S. financial reporting rules) they are not presented in accordance with generally accepted accounting principles (“GAAP”) 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 capital position or financial results of FHN. Non-GAAP measures are reported to FHN’s management and Board of Directors through various internal reports.

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 MD&A include: 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; common equity tier 1 capital, generally defined as common equity less goodwill, other intangibles, and certain other required regulatory deductions; 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.

The non-GAAP measures presented in this filing are return on average tangible common equity (“ROTCE”), tangible common equity to tangible assets and adjusted tangible common equity to risk-weighted assets. Refer to table 31 for a reconciliation of non-GAAP to GAAP measures and presentation of the most comparable GAAP items.

FORWARD-LOOKING STATEMENTS

This MD&A contains forward-looking statements with respect to FHN’s beliefs, plans, goals, expectations, and estimates. Forward-looking statements are statements that 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,” “estimate,” “should,” “is 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 FHN’s control, and many of which, with respect to future business decisions and actions (including acquisitions and divestitures), are subject to change. Examples of uncertainties and contingencies include, among

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other important factors: global, general and local economic and business conditions, including economic recession or depression; the stability or volatility of values and activity in the residential housing and commercial real estate markets; potential requirements for FHN to repurchase, or compensate for losses from, previously sold or securitized mortgages or securities based on such mortgages; potential claims alleging mortgage servicing failures, individually, on a class basis, or as master servicer of securitized loans; potential claims relating to participation in government programs, especially lending or other financial services programs; expectations of and actual timing and amount of interest rate movements, including the slope and shape of the yield curve, which can have a significant impact on a financial services institution; market and monetary fluctuations, including fluctuations in mortgage markets; inflation or deflation; customer, investor, competitor, regulatory, and legislative responses to any or all of these conditions; the financial condition of borrowers and other counterparties; competition within and outside the financial services industry; geopolitical developments including possible terrorist activity; natural disasters; effectiveness and cost-efficiency of FHN’s hedging practices; technological changes; fraud, theft, or other incursions through conventional, electronic, or other means affecting FHN directly or affecting its customers, business counterparties or competitors; demand for FHN’s product offerings; new products and services in the industries in which FHN operates; the increasing use of new technologies to interact with customers and others; and critical accounting estimates. Other factors are those inherent in originating, selling, servicing, and holding loans and loan-based assets, including prepayment risks, pricing concessions, fluctuation in U.S. housing and other real estate prices, fluctuation of collateral values, and changes in customer profiles. Additionally, the actions of the Securities and Exchange Commission (“SEC”), the Financial Accounting Standards Board (“FASB”), the Office of the Comptroller of the Currency (“OCC”), the Board of Governors of the Federal Reserve System (“Federal Reserve” or “Fed”), the Federal Deposit Insurance Corporation (“FDIC”), the Financial Industry Regulatory Authority (“FINRA”), the U.S. Department of the Treasury (“U.S. Treasury”), the Municipal Securities Rulemaking Board (“MSRB”), the Consumer Financial Protection Bureau (“CFPB”), the Financial Stability Oversight Council (“Council”), the Public Company Accounting Oversight Board (“PCAOB”), and other regulators and agencies; pending, threatened, or possible future regulatory, administrative, and judicial outcomes, actions, and proceedings; current or future Executive orders; changes in laws and regulations applicable to FHN; and FHN’s success in executing its business plans and strategies and managing the risks involved in the foregoing, could cause actual results to differ, perhaps materially, from those contemplated by the forward-looking statements.

FHN assumes no obligation to update or revise any forward-looking statements that are made in this Annual Report to Shareholders for the period ended December 31, 2016 of which this MD&A is a part or otherwise from time to time. Actual results could differ and expectations could change, possibly materially, because of one or more factors, including those presented in this Forward-Looking Statements section, in other sections of this MD&A, in other parts of the Annual Report, in the annual report on Form 10-K to which the Annual Report is an exhibit, in other exhibits to the Form 10-K, and in the documents incorporated into the Form 10-K.

FINANCIAL SUMMARY – 2016 COMPARED TO 2015

FHN reported net income available to common shareholders of $220.8 million or $.94 per diluted share in 2016 compared to $79.7 million or $.34 per diluted share in 2015. The increase in net income available to common shareholders in 2016 was due to improvements in both revenues and expenses. Various factors significantly impacted reported earnings including strategic transactions and initiatives expected to boost growth and profitability occurring in both 2016 and 2015, the completion of transactions associated with the wind-down of legacy businesses, the resolution of certain legal matters, and the economic environment.

2016 was a solid year for FHN with double-digit loan and deposit growth, higher revenue, expense discipline, and strong credit quality. FHN continued to see strong loan growth across many of our loan portfolios in the regional bank in 2016. Additionally, newer lines of business including franchise finance, energy lending, and specialty healthcare also contributed to loan growth within the regional banking segment in 2016, more than offsetting run-off of the higher-risk non-strategic loan balances. The company continued to focus on its core businesses through strategic hires, expansion into specialty businesses and growth markets, and investments in technology. While these investments led to higher expenses in some areas in 2016, expense control remained a priority, as management looked for opportunities to deploy capital in ways that drove higher returns.

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Although the economy modestly expanded in 2016 and customer optimism began to increase, certain operating environments for the industry remained somewhat challenging. Despite those headwinds, FHN’s focused efforts yielded strong balance sheet growth within our Tennessee footprint and higher-return specialty businesses with continued investment in new markets and businesses, resulting in a 10 percent increase in average loans and an 11 percent increase in average deposits in 2016 compared to the prior year. Although, historically low interest rates continue to pressure FHN’s net interest margin (“NIM”) and net interest income (“NII”), the expansion of FHN’s balance sheet, coupled with a modest lift from the December 2015 rate increase led to a $75.4 million increase in NII in 2016 and NIM improvement of 11 basis points to 2.94 percent in 2016.

FHN’s fixed income business performed well in 2016, with total revenue growth of 13 percent compared to expense growth of 4 percent. Average fixed income product daily revenues increased to $.9 million in 2016 from $.8 million in 2015. Expenses within the fixed income segment were higher in 2016, primarily due to higher variable compensation costs, but this increase was somewhat mitigated by a decline in litigation charges related to the settlement of a legal matter recognized in 2015. In fourth quarter 2016, FHN entered into an agreement to acquire substantially all of the assets and assume substantially all of the liabilities of Coastal Securities, Inc. The transaction is expected to close in the second quarter of 2017, and should provide additional growth opportunities for the fixed income segment.

During 2016, FHN benefited from several transactions related to the wind-down of legacy businesses, including a $32.7 million favorable mortgage repurchase reserve release associated with the settlements and recoveries of certain repurchase claims. Additionally, FHN recognized gains related to recoveries associated with prior legacy mortgage servicing sales and the reversal of a contingency accrual associated with prior sales of MSR.

In 2016, FHN settled several legal matters, resulting in the recognition of $30.5 million in accruals related to loss contingencies and litigation matters, and elevated legal expenses relative to 2015. In 2015, FHN incurred significant costs associated with legal settlements, including a settlement with two federal agencies, the Department of Justice (“DOJ”) and the department of Housing and Urban Development Office of Inspector General (“HUD”), to settle potential claims related to FHN’s underwriting and origination of FHA-insured mortgage loans resulting in a $162.5 million charge to litigation and regulatory matters. In addition, FHN settled or moved forward with certain other legal matters contributing to higher litigation-related loss accruals in 2015 relative to 2016.

In 2016, FHN leveraged opportunities to smartly deploy capital via the acquisition of the franchise finance portfolio, share repurchases, and dividend payouts. FHN looks for opportunities in the valuation of FHN stock, which in 2016 led to the repurchase of $93.5 million of shares primarily in the first half of the year compared to $28.4 million of shares repurchased in 2015. Additionally, for the second year in a row, quarterly dividends increased $.01 per share, from $.06 per share in 2015 to $.07 per share in 2016, and FHN recently announced a 29 percent increase in quarterly dividends in 2017 to $.09 per share. While capital ratios decreased in 2016 relative to 2015, primarily due to increases in risk-weighted assets associated with the balance sheet expansion, overall FHN’s capital ratios remain strong, significantly above well capitalized standards.

Asset quality trends were again strong in 2016. Net charge-offs and nonperforming assets declined 39 percent and 22 percent, respectively, year-over-year, reflecting historically strong credit quality in 2016. The allowance for loan losses continued to decline, but at a slower pace, decreasing 4 percent in 2016 as a result of commercial loan growth which partially offset the positive impact of improving asset quality metrics on the allowance for loan losses and runoff of non-strategic balances.

Return on average common equity (“ROE”) and ROTCE for 2016 were 9.60 percent and 10.59 percent, respectively, compared to 3.64 percent and 3.97 percent in 2015. Return on average assets (“ROA”) was .87 percent in 2016 compared to .38 percent in 2015. The tangible common equity to tangible assets ratio was 7.42 percent in 2016 compared to 7.82 percent in 2015. Common equity tier 1, Tier 1, Total capital, and Leverage ratios were 9.94 percent, 11.17 percent, 12.24 percent, and 9.35 percent on December 31, 2016, compared to 10.45 percent, 11.79 percent, 13.01 percent, and 9.85 percent, respectively, on December 31, 2015. Total period-end assets were $28.6 billion on December 31, 2016, a 9 percent increase from $26.2 billion on December 31, 2015. Total period-end equity was $2.7 billion on December 31, 2016, up from $2.6 billion on December 31, 2015.

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BUSINESS LINE REVIEW – 2016 COMPARED TO 2015

Regional Banking

Pre-tax income within the regional banking segment increased 9 percent to $336.5 million in 2016 from $309.6 million in 2015. The increase in pre-tax income was driven by higher net interest income which more than offset increases in expenses and loan loss provisioning.

Total revenue increased 9 percent, or $84.1 million, to $990.9 million in 2016, from $906.8 million in 2015, primarily driven by an increase in NII. The increase in NII was largely due to higher average balances of commercial loans and a higher earnings credit on deposits. Noninterest income was $249.0 million in 2016, down 1 percent from 2015 driven by a decline in fees from deposit transactions and cash management and lower brokerage, management fees, and commission income from the Bank’s wealth management group. These decreases were partially offset by an increase in bankcard income, higher fee income associated with derivative sales, and a $1.2 million increase in gains on the sale of properties compared to a year ago. The decrease in fees from deposit transactions and cash management was primarily due to lower non-sufficient funds (“NSF”)/overdraft fees in the current year as a result of changes in consumer behavior. The decline in brokerage, management fees, and commission income was primarily driven by a reduction in annuity income as a result of market conditions and lower variable annuity sales as practices were adjusted to meet the standards of a changing regulatory environment. Additionally, a shift in product and fee structures caused a temporary decline in revenues but better met client needs and should result in revenue streams over the life of the product. Bankcard income increased in 2016, relative to the prior year, largely driven by a significant new relationship.

Provision expense was $38.9 million in 2016 compared to $34.5 million in 2015. The net increase in provision in 2016 compared to the prior year was primarily driven by increased reserves related to loan growth within the commercial portfolio partially offset by a decrease in the consumer real estate portfolio which was favorably affected by improved portfolio performance and historically low net charge-offs which continued to drive lower loss rates.

Noninterest expense increased 9 percent to $615.5 million in 2016 from $562.6 million in 2015. The expense increase was largely driven by an increase in personnel-related expenses relative to 2015 and a $20.4 million increase in accruals related to loss contingencies and litigation matters. A majority of the litigation accrual relates to a matter that was settled in third quarter 2016. Expenses associated with strategic hires in expansion markets and specialty areas increased $9.6 million from 2015 to 2016. Additionally, higher incentive expense associated with loan growth and retention initiatives increased $4.5 million relative to 2015 and a year-over-year increase in headcount related to the TAB acquisition contributed $3.9 million to the increase in personnel expense within the regional bank in 2016. To a smaller extent, FHN recognized a $4.2 million net increase in fixed asset impairments and lease abandonment charges related to branch closures in 2016 relative to 2015 and higher FDIC premium expense relative to 2015 due in large part to balance sheet growth. Additionally, investments in the new digital banking platform led to higher computer software and operations services expense in 2016 relative to 2015, however, these increases were somewhat offset by decreases in legal, advertising, contract employment, and the provision for unfunded commitments in 2016 relative to the prior year.

Fixed Income

Pre-tax income in the fixed income segment was $50.2 million in 2016 compared to $26.4 million in 2015. The increase in pre-tax income was the result of higher revenues, which more than offset an increase in expenses. Fixed income product revenue increased to $229.7 million in 2016 from $195.9 million in 2015, with average daily revenue (“ADR”) increasing from $.8 million in 2015 to $.9 million in 2016. The increase in fixed income product revenue was driven by more favorable market conditions during most of 2016, including increased rate and market volatility as well as expansion of the distribution platform. However, trading activity was somewhat muted in late 2016 due to a sharp rate increase and market uncertainties following the U.S. presidential election. Other product revenue increased 12 percent to $39.7 million during 2016, primarily driven by increases in fees from loan and derivative sales and portfolio advisory services.

Noninterest expense was $229.9 million in 2016 compared to $220.4 million in 2015. The increase in expense in 2016 was largely the result of higher variable compensation associated with the increase in fixed income product

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revenue, but was somewhat offset by a decline in litigation expense, as 2015 included $11.6 million related to the settlement of a legal matter.

Corporate

The pre-tax loss for the corporate segment was $104.4 million and $106.3 million for 2016 and 2015, respectively.

Net interest expense decreased $5.8 million to $65.9 million in 2016 from $71.7 million in 2015, driven by a decrease in average term borrowings outstanding and a larger AFS securities portfolio. Noninterest income (including securities gain/losses) was $20.4 million in 2016, down from $23.3 million in 2015. The decrease in noninterest income was driven by a $5.8 million gain on the extinguishment of junior subordinated notes underlying $200 million of trust preferred debt recognized in 2015, the impact of which was somewhat offset by an increase in deferred compensation income in 2016 versus 2015. Deferred compensation income fluctuates with changes in the market value of the underlying investments and is mirrored by changes in deferred compensation expense which is included in personnel expense.

Noninterest expense increased to $58.9 million in 2016 from $57.9 million in 2015. The increase in noninterest expense was partially driven by higher personnel-related expenses due in large part to an increase in deferred compensation expense, which is directionally consistent with the increase in deferred compensation income described above. A promotional branding campaign and higher expenses associated with Community Reinvestment Act (“CRA”) initiatives led to an increase in advertising and public relations expense, which also contributed to the expense increase in 2016 relative to the prior year. Additionally, a $1.9 million net increase in negative valuation adjustments associated with derivatives related to prior sales of Visa Class B shares contributed to the expense increase in 2016. These increases were somewhat mitigated by a $3.3 million decline in acquisition-related expenses relative to 2015 and lower professional fees in 2016. In 2015, FHN recognized a $2.8 million impairment of a tax credit investment which also offset a portion of the expense increase in 2016.

Non-Strategic

The non-strategic segment had pre-tax income of $63.0 million in 2016 compared to a pre-tax loss of $121.5 million in 2015. A significant decline in expenses contributed to the year-over-year improved results and more than offset a decline in NII.

Total revenue was $56.0 million in 2016 down from $65.8 million in 2015. NII declined 23 percent to $42.4 million in 2016 from $54.7 million in the prior year, consistent with the run-off of the non-strategic loan portfolios. Noninterest income (including securities gains/losses) increased 23 percent from $11.1 million in 2015 to $13.7 million in 2016. The increase in noninterest income was primarily driven by an increase in mortgage banking income, partially offset by a $2.7 million gain on the sale of a building recognized in 2015. The increase in mortgage banking income was largely driven by recoveries recognized in 2016 associated with prior legacy mortgage servicing sales and a $1.5 million gain related to the reversal of a contingency accrual associated with prior sales of MSR, as well as an increase in the mortgage warehouse valuation.

The provision for loan losses within the non-strategic segment was a provision credit of $27.9 million in 2016 compared to a provision credit of $25.5 million in the prior year. Overall, the non-strategic segment continued to reflect stable performance combined with lower loan balances as reserves declined by $24.7 million to $48.0 million as of December 31, 2016, nearly all of which was in the consumer real estate portfolio. Losses remain historically low as the non-strategic segment had net recoveries in 2016 versus net charge-offs a year ago.

Noninterest expense was $20.9 million in 2016 compared to $212.8 million in 2015. The decline in noninterest expense was primarily due to $162.5 million of loss accruals recognized in 2015 associated with the settlement reached with DOJ/HUD. Additionally, $32.7 million of mortgage repurchase and foreclosure expenses were reversed in 2016 primarily due to the settlements/recoveries of certain repurchase claims; however, the favorable impact on expense was partially offset by an increase in legal fees in 2016 relative to 2015 and an increase in occupancy expense associated with the reduction in sublease income because of the building sale in 2015 previously mentioned. Generally, most other expense categories declined given the continued wind-down of the legacy businesses.

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INCOME STATEMENT REVIEW – 2016 COMPARED TO 2015; 2015 COMPARED TO 2014

Total consolidated revenue increased to $1.3 billion in 2016 from $1.2 billion in 2015, largely driven by increases in net interest income and fixed income product revenue. Total expenses decreased 12 percent to $925.2 million in 2016 from $1.1 billion in 2015. The expense decrease was primarily driven by a decline in accruals related to loss contingencies and litigation matters and the mortgage repurchase provision expense reversal in 2016 previously mentioned, somewhat offset by higher personnel expenses.

In 2015 and 2014, total consolidated revenue was $1.2 billion, as increases in fixed income product revenue, net interest income, and gains on the extinguishment of debt offset a decline in mortgage banking income in 2015 relative to 2014. Total expenses increased 27 percent to $1.1 billion in 2015 from $832.5 million in 2014 primarily driven by higher net accruals related to loss contingencies and litigation matters and to a lesser extent an increase in personnel expenses compared to 2014.

NET INTEREST INCOME

Net interest income increased 12 percent to $729.1 million in 2016 from $653.7 million in 2015. On a fully taxable equivalent (“FTE”) basis, NII increased 11 percent to $740.7 million in 2016 from $664.4 million in 2015. As detailed in Table 1 – Analysis of Changes in Net Interest Income, the increase in NII was the result of loan growth within Regional Banking, the positive impact of higher interest rates on loans, lower long-term funding costs due to lower average balances, and a larger investment securities portfolio. These increases were partially offset by the continued run-off the non-strategic loan portfolios, the negative impact of higher market rates on deposits, lower average balances of trading securities, and a decrease in cash basis interest income in 2016 relative to the prior year. Average earning assets were $25.2 billion and $23.5 billion in 2016 and 2015, respectively. The 7 percent increase in average earning assets in 2016 was primarily driven by loan growth within the regional bank, but was also impacted by a larger securities portfolio and an increase in securities purchased under agreements to resell. These increases were somewhat offset by continued run-off of the non-strategic loan portfolios, a decrease in average balances of excess cash held at the Federal Reserve (“Fed”), and a decline in average fixed income trading securities.

Net interest income was $653.7 million in 2015, a 4 percent increase from $627.7 million in 2014. On an FTE basis, NII increased to $664.4 million in 2015 from $637.3 million in 2014. The increase was the result of loan growth within the regional bank’s commercial and consumer portfolios, higher average balances of loans to mortgage companies, and an increase in cash basis interest income and loan fees relative to 2014. Continued run-off of the non-strategic loan portfolios, lower yielding fixed rate commercial loans, and the impact on NII from the third quarter 2014 loan sales negatively impacted NII in 2015, offsetting a portion of the increase.

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Table 1 – Analysis of Changes in Net Interest Income

(Fully taxable equivalent (“FTE”)) (Dollars in thousands)	2016 Compared to 2015 Increase / (Decrease) Due to (a)												2015 Compared to 2014 Increase / (Decrease) Due to (a)
	Rate (b)				Volume (b)				Total				Rate (b)				Volume (b)				Total
Interest income – FTE:
Loans		$	16,071			$	64,325			$	80,396			$	(11,594	)		$	40,633			$	29,039
Loans held-for-sale			245				(196	)			49				1,223				(6,936	)			(5,713	)
Investment securities:
U.S. treasuries			-				-				-				16				(31	)			(15	)
U.S. government agencies			(2,192	)			7,791				5,599				(3,572	)			4,613				1,041
States and municipalities			336				(377	)			(41	)			121				(154	)			(33	)
Corporate bonds			1				505				506				-				19				19
Other			(2,643	)			114				(2,529	)			(282	)			(347	)			(629	)
Total investment securities			(4,532	)			8,067				3,535				(3,351	)			3,734				383
Trading securities			(1,861	)			(2,260	)			(4,121	)			(1,173	)			4,875				3,702
Other earning assets:
Federal funds sold			24				(44	)			(20	)			5				(12	)			(7	)
Securities purchased under agreements to resell			1,483				(56	)			1,427				264				(170	)			94
Interest-bearing cash			1,901				(713	)			1,188				187				608				795
Total other earning assets			2,797				(202	)			2,595				624				258				882
Total change in interest income – earning assets – FTE										$	82,454											$	28,293
Interest expense:
Interest-bearing deposits:
Savings		$	6,075			$	1,541			$	7,616			$	(1,071	)		$	1,501			$	430
Time deposits			(537	)			(239	)			(776	)			(3,264	)			(626	)			(3,890	)
Other interest-bearing deposits			5,093				773				5,866				568				845				1,413
Total interest-bearing core deposits			9,858				2,848				12,706				(5,479	)			3,432				(2,047	)
Certificates of deposit $100,000 and more			579				1,551				2,130				1,105				(713	)			392
Federal funds purchased			1,569				(347	)			1,222				92				(1,037	)			(945	)
Securities sold under agreements to repurchase			84				36				120				(101	)			(57	)			(158	)
Trading liabilities			(1,788	)			812				(976	)			(1,676	)			2,262				586
Other short-term borrowings			(6	)			228				222				1,103				(1,593	)			(490	)
Term borrowings			1,563				(10,847	)			(9,284	)			4,564				(748	)			3,816
Total change in interest expense – interest-bearing liabilities										$	6,140											$	1,154
Net interest income – FTE										$	76,314											$	27,139

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

(a)	The changes in interest due to both rate and volume have been allocated to change due to rate and change due to volume in proportion to the absolute amounts of the changes in each.
(b)	Variances are computed on a line-by-line basis and are non-additive.

For purposes of computing yields and the net interest margin, FHN adjusts net interest income to reflect tax exempt income on an equivalent pre-tax basis which provides comparability of net interest income arising from both taxable and tax-exempt sources. The consolidated net interest margin improved to 2.94 percent in 2016 from 2.83 percent in 2015. The net interest spread increased to 2.80 percent in 2016 from 2.70 percent in 2015, and the impact of free funding was 14 basis points and 13 basis points in 2016 and 2015, respectively. The positive impact of higher interest rates on loans, lower long-term funding costs, a decrease in average excess cash held at the Fed and higher average balances of loans to mortgage companies during 2016 all contributed to the increase in NIM, but were somewhat mitigated by the continued run-off of the nonstrategic loan portfolios, the negative impact of higher market rates on deposits, and a decrease in cash basis interest income relative to 2015.

The consolidated net interest margin was 2.83 percent in 2015 compared to 2.92 percent in 2014. The decrease in NIM was primarily driven by run-off of the non-strategic loan portfolios, a decline in yields on fixed rate loan portfolios due to the long-term low internet rate environment, and an increase in average excess cash held at the Fed during 2015. Higher cash basis interest income and loan fees relative to 2014 positively impacted NIM in 2015, offsetting a portion of the decline.

The activity levels and related funding for FHN’s fixed income activities affect the net interest margin. Generally fixed income activities compress the margin, especially where there are elevated levels of trading inventory, because of the strategy to reduce market risk by economically hedging a portion of its inventory on the balance

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FIRST HORIZON NATIONAL CORPORATION

sheet. As a result FHN’s consolidated margin cannot be readily compared to that of other bank holding companies. Table 2 – Net Interest Margin details the computation of the net interest margin for the past three years.

Table 2 – Net Interest Margin

	2016			2015			2014
Assets:
Earning assets:
Loans, net of unearned income:
Commercial loans		3.64	%		3.51	%		3.56	%
Consumer loans		4.07			3.96			4.01
Total loans, net of unearned income		3.77			3.67			3.74
Loans held-for-sale		4.43			4.23			3.77
Investment securities:
U.S. treasuries		0.97			0.97			0.06
U.S. government agencies		2.40			2.46			2.57
States and municipalities (a)		7.95			3.52			2.72
Corporate bonds		5.25			4.94			-
Other (b)		2.67			4.08			4.23
Total investment securities		2.43			2.54			2.64
Trading securities		2.66			2.81			2.93
Other earning assets:
Federal funds sold		1.11			1.01			1.00
Securities purchased under agreements to resell (c)		0.06			(0.12	)		(0.15	)
Interest bearing cash		0.51			0.25			0.22
Total other earning assets		0.28			0.10			0.06
Interest income / total earning assets		3.29	%		3.19	%		3.29	%
Liabilities:
Interest-bearing liabilities:
Interest-bearing deposits:
Savings		0.23	%		0.16	%		0.18	%
Other interest-bearing deposits		0.19			0.09			0.08
Time deposits		0.59			0.66			1.07
Total interest-bearing core deposits		0.24			0.17			0.21
Certificates of deposit $100,000 and more		1.02			0.89			0.63
Federal funds purchased		0.52			0.26			0.25
Securities sold under agreements to repurchase		0.08			0.06			0.08
Trading liabilities		1.95			2.18			2.43
Other short-term borrowings		0.67			0.67			0.30
Term borrowings		2.58			2.47			2.17
Interest expense / total interest-bearing liabilities		0.49			0.49			0.51
Net interest spread		2.80	%		2.70	%		2.78	%
Effect of interest-free sources used to fund earning assets		0.14			0.13			0.14
Net interest margin (d)		2.94	%		2.83	%		2.92	%

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

(a)	2016 increase driven by payoff of lower-yielding municipal bonds in fourth quarter 2015.
(b)	2016 decrease driven by a decline in the dividend rate of FHN’s holdings of federal reserve bank stock.
(c)	2015 and 2014 rates driven by negative market rates on reverse repurchase agreements.
(d)	Calculated using total net interest income adjusted for FTE assuming a statutory federal income tax rate of 35 percent and, where applicable, state income taxes.

FHN’s net interest margin is primarily impacted by balance sheet factors such as interest-bearing cash levels, deposit balances, trading inventory levels, commercial loan volume, as well as loan fees, cash basis income, and changes in short-term interest rates. FHN’s balance sheet is positioned to benefit primarily from a rise in short-term interest rates. For 2017, an increase in NIM will depend on the extent of Fed interest rate increases, as well as levels of interest-bearing cash and trading inventory balances (higher balances of both of these typically compress margin), and commercial loan balances.

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FIRST HORIZON NATIONAL CORPORATION

PROVISION FOR LOAN LOSSES

The provision for loan losses is the charge to earnings that management determines to be necessary to maintain the ALLL at a sufficient level reflecting management’s estimate of probable incurred losses in the loan portfolio. The provision for loan losses was $11.0 million in 2016 compared to $9.0 million in 2015 and $27.0 million in 2014. During 2016 and 2015, FHN experienced continued overall improvement in the loan portfolio which resulted in declines of 4 percent and 10 percent in the allowance for loan losses relative to the prior years, respectively. Additionally, net charge-offs declined 39 percent and 35 percent, respectively, during 2016 and 2015 relative to the prior years. Although asset quality metrics were strong in both periods, improvement continued to slow in 2016 and the commercial loan growth partially offset the positive effect of improvement on the allowance. For additional information about the provision for loan losses refer to the Regional Banking and Non-Strategic sections of the Business Line Review section in this MD&A. For additional information about general asset quality trends refer to Asset Quality – Trend Analysis of 2016 Compared to 2015 in this MD&A.

NONINTEREST INCOME

Noninterest income (including securities gains/(losses)) was $552.4 million in 2016 compared to $517.3 million in 2015 and $550.0 million in 2014. In 2016 noninterest income was 43 percent of total revenue compared to 44 percent and 47 percent in 2015 and 2014, respectively. The increase in noninterest income in 2016 relative to 2015 was primarily driven by higher fixed income product revenue. The decrease in noninterest income in 2015 relative to 2014 was primarily driven by a decrease in mortgage banking income within the non-strategic segment, but was partially mitigated by increases in fixed income product revenue and gains on the extinguishment of debt. FHN’s noninterest income for the last three years is provided in Table 3. The following discussion provides additional information about various line items reported in the following table.

Table 3 – Noninterest Income

(Dollars in thousands)	2016				2015				2014				Compound Annual Growth Rates
													16/15			16/14
Noninterest income:
Fixed income		$	268,561			$	231,337			$	200,595			16	%		16	%
Deposit transactions and cash management			108,553				112,843				111,951			(4	)%		(2	)%
Brokerage, management fees and commissions			42,911				46,496				49,099			(8	)%		(7	)%
Trust services and investment management			27,727				27,577				27,777			1	%		*
Bankcard income			24,430				22,238				23,697			10	%		2	%
Bank-owned life insurance			14,687				14,726				16,394				*		(5	)%
Debt securities gains/(losses), net			1,485				1,836				-			(19	)%		NM
Equity securities gains/(losses), net			(144	)			(458	)			2,872			69	%		NM
All other income and commissions:
ATM interchange fees			11,965				11,917				10,943				*		5	%
Other service charges			11,731				11,610				11,882			1	%		(1	)%
Mortgage banking			10,215				3,870				71,257			NM			(62	)%
Electronic banking fees			5,477				5,840				6,190			(6	)%		(6	)%
Letter of credit fees			4,103				4,621				4,864			(11	)%		(8	)%
Deferred compensation (a)			3,025				(1,369	)			2,042			NM			22	%
Insurance commissions			2,981				2,627				2,257			13	%		15	%
Gain/(loss) on extinguishment of debt			-				5,793				(4,166	)		NM			NM
Other			14,734				15,821				12,390			(7	)%		9	%
Total all other income and commissions			64,231				60,730				117,659			6	%		(26	)%
Total noninterest income		$	552,441			$	517,325			$	550,044			7	%		*

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

NM - not meaningful

*	Amount is less than one percent.
(a)	Deferred compensation market value adjustments are mirrored by adjustments to employee compensation, incentives and benefits expense.

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FIRST HORIZON NATIONAL CORPORATION

Fixed Income Noninterest Income

The major component of fixed income revenue is generated from the purchase and sale of fixed income securities as both principal and agent. Other noninterest revenues within this line item consist principally of fees from loan sales, portfolio advisory services, and derivative sales. Securities inventory positions are procured for distribution to customers by the sales staff. Fixed income noninterest income increased 16 percent in 2016 to $268.6 million from $231.3 million in 2015, reflecting more favorable market conditions during most of 2016, including increased rate and market volatility, as well as expansion of the distribution platform. However, trading activity was somewhat muted in late 2016 due to a sharp rate increase and market uncertainties following the U.S. presidential election. Revenue from other products increased $3.4 million to $38.9 million in 2016, largely driven by increases in fees from loan sales, derivative sales, and portfolio advisory services.

Fixed income noninterest income was $231.3 million in 2015, up from $200.6 million in 2014, reflecting increased rate volatility in 2015 relative to 2014. Revenue from other products increased $5.2 million to $35.5 million in 2015, largely driven by increases in fees from derivative sales and portfolio advisory services.

Table 4 – Fixed Income Noninterest Income

(Dollars in thousands)	2016			2015			2014			Compound Annual Growth Rates
										16/15			16/14
Noninterest income:
Fixed income		$	229,659		$	195,877		$	170,317		17	%		16	%
Other noninterest revenue			38,902			35,460			30,278		10	%		13	%
Total fixed income noninterest income		$	268,561		$	231,337		$	200,595		16	%		16	%

Deposit Transactions and Cash Management

Fees from deposit transactions and cash management include fees for services related to consumer and commercial deposit products (such as service charges on checking accounts), cash management products and services such as electronic transaction processing (Automated Clearing House an Electronic Data Interchange), account reconciliation services, cash vault services, lockbox processing, and information reporting to large corporate clients. Deposit transactions and cash management income was $108.6 million in 2016, down from $112.8 million in 2015. The decrease in fees from deposit transactions and cash management activities was primarily related to lower NSF fee income driven by changes in consumer behavior. In 2015, deposit transactions and cash management income increased to $112.8 million from $112.0 million in 2014.

Brokerage, Management Fees and Commissions

Brokerage, management fees and commissions include fees for portfolio management, trade commissions, and annuity and mutual funds sales. Noninterest income from brokerage, management fees and commissions was $42.9 million in 2016, down from $46.5 million and $49.1 million in 2015 and 2014, respectively. The decline in income in both periods was primarily driven by a reduction in annuity income as a result of market conditions and lower variable annuity sales as practices were adjusted to meet the standards of a changing regulatory environment. The decline in both periods was also affected by a shift in product and fee structures, which caused a temporary decline in revenues but better met client needs and should result in revenue streams over the life of the product.

Bankcard Income

Bankcard income is derived from fees charged for processing and supporting credit card transactions including interchange, late charges, membership fees, miscellaneous merchant frees, cash advance fees, currency conversion fees, and research fees. Bankcard income increased 10 percent to $24.4 million in 2016 from $22.2 million in 2015 primarily driven by a significant new relationship. Bankcard income declined 6 percent in 2015 to $22.2 million from $23.7 million in 2014, due in large part to $2.8 million of Visa volume incentives recognized in 2014.

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FIRST HORIZON NATIONAL CORPORATION

Securities Gains/(Losses)

In 2016 FHN recognized net securities gains of $1.3 million compared to $1.4 million and $2.9 million in 2015 and 2014, respectively. The 2016 net gain was primarily the result of a $1.5 million net gain from exchanges of approximately $736 million of AFS debt securities, partially offset by $.2 million of other-than-temporary impairment (“OTTI”) adjustments. The 2015 net gain was largely driven by a $1.8 million gain from an exchange of approximately $335 million of AFS debt securities, partially offset by $.7 million of OTTI adjustments. In 2014, the net gain was primarily the result of a $5.6 million gain on the sale of a cost method investment partially offset by $2.0 million of negative fair value adjustments and a $.9 million loss on the sale of an investment.

Other Noninterest Income

Other income includes revenues from ATM and interchange fees, other service charges, mortgage banking (primarily within the non-strategic segment), electronic banking fees, letter of credit fees, revenue related to deferred compensation plans (which are mirrored by changes in noninterest expense), insurance commissions, gains/(losses) from the extinguishment of debt and various other fees.

Revenue from all other income and commissions increased to $64.2 million in 2016 from $60.7 million in 2015. For 2016 all other income and commissions was favorably impacted by increases in mortgage banking and deferred compensation income, and higher fee income associated with derivative sales. These increases were somewhat offset by a $5.8 million gain recognized in 2015 on the extinguishment of junior subordinated notes underlying $200 million of trust preferred debt and a $1.3 million decrease in 2016 in gains on the sales of properties. The increase in Mortgage banking income was largely driven by recoveries recognized in 2016 associated with prior legacy mortgage servicing sales and a $1.5 million gain related to the reversal of a contingency accrual associated with prior sales of MSR. Deferred compensation income fluctuates with changes in the market value of the underlying investments and is mirrored by changes in deferred compensation expense which is included in personnel expense.

All other income and commissions decreased $56.9 million to $60.7 million in 2015 from $117.7 million in 2014. The decrease was primarily driven by lower mortgage banking income which was largely the result of several transactions recognized in 2014 that positively impacted mortgage banking income within the non-strategic segment in that year. These transactions included $39.7 million of gains on the sales of approximately $315 million in UPB of HFS mortgage loans in third quarter 2014, the receipt of approximately $20 million in previously unrecognized servicing fees in conjunction with servicing sales, and a larger positive mortgage warehouse valuation adjustment in 2014 due to positive fair value adjustment that reflected new information on market pricing for similar asset primarily related to the non-performing portion of the HFS portfolio. A $3.4 million decrease in deferred compensation income in 2015 also contributed to the revenue decrease in 2015, but was somewhat offset by the $5.8 million gain recognized within the corporate segment in 2015 on the extinguishment of junior subordinated notes previously mentioned and a $4.4 million loss recognized within the non-strategic segment in 2014 on the extinguishment of debt associated with the collapse of two HELOC securitization trusts. In addition, FHN recognized $3.7 million in gains on the sales of properties primarily within the non-strategic segment in 2015 compared to $.6 million in 2014, which also mitigated a portion of the decline in revenue from all other income and commissions.

NONINTEREST EXPENSE

Total noninterest expense decreased 12 percent, or $128.6 million, to $925.2 million in 2016, primarily driven by a reduction in accruals related to loss contingencies and litigation matters primarily within the non-strategic segment and, to a lesser extent, a mortgage repurchase and foreclosure provision expense reversal, somewhat offset by higher personnel expenses relative to 2015. Total noninterest expense increased 27 percent, or $221.3 million, to $1.1 billion in 2015 from $832.5 million in 2014, primarily driven by increases in accruals related to loss contingencies and litigation matters coupled with an increase in personnel expenses relative to 2014. FHN’s noninterest expense for the last three years is provided in table 5. The following discussion provides additional information about various line items reported in the following table.

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Table 5 – Noninterest Expense

(Dollars in thousands)	2016				2015			2014				Compound Annual Growth Rates
												16/15			16/14
Noninterest expense:
Employee compensation, incentives and benefits		$	562,948			$	511,633		$	478,159			10	%		9	%
Occupancy			50,880				51,117			54,018			*			(3	)%
Computer software			45,122				44,724			42,931			1	%		3	%
Operations services			41,852				39,261			35,247			7	%		9	%
Equipment rentals, depreciation, and maintenance			27,385				30,864			29,964			(11	)%		(4	)%
Advertising and public relations			21,612				19,187			18,683			13	%		8	%
FDIC premium expense			21,585				18,027			11,464			20	%		37	%
Legal fees			21,558				16,287			20,907			32	%		2	%
Professional fees			19,169				18,922			23,298			1	%		(9	)%
Communications and courier			14,265				15,820			16,074			(10	)%		(6	)%
Contract employment and outsourcing			10,061				14,494			19,420			(31	)%		(28	)%
Amortization of intangible assets			5,198				5,253			4,170			(1	)%		12	%
Repurchase and foreclosure provision/(provision credit)			(32,722	)			-			(4,300	)		NM			NM
All other expense:
Litigation and regulatory matters			30,469				187,607			(2,720	)		(84	)%		NM
Other insurance and taxes			10,891				12,941			12,900			(16	)%		(8	)%
Travel and entertainment			10,275				9,590			9,095			7	%		6	%
Customer relations			6,255				5,382			5,726			16	%		5	%
Employee training and dues			5,691				5,390			4,518			6	%		12	%
Supplies			4,434				3,827			3,745			16	%		9	%
Tax credit investments			3,349				4,582			2,087			(27	)%		27	%
Miscellaneous loan costs			2,586				2,656			2,690			(3	)%		(2	)%
Foreclosed real estate			773				2,104			2,503			(63	)%		(44	)%
Other			41,568				34,123			41,952			22	%		*
Total all other expense			116,291				268,202			82,496			(57	)%		19	%
Total noninterest expense		$	925,204			$	1,053,791		$	832,531			(12	)%		5	%

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

NM - not meaningful

* Amount is less than one percent.

Employee Compensation, Incentives, and Benefits

Employee compensation, incentives, and benefits (personnel expense), the largest component of noninterest expense, increased 10 percent, or $51.3 million, to $562.9 million in 2016 from $511.6 million in 2015. The increase in personnel expense was driven in part by an increase in variable compensation associated with higher fixed income product sales revenue within FHN’s fixed income operating segment relative to 2015. Within the regional bank, expenses associated with strategic hires in expansion markets and specialty areas increased $9.6 million from 2015 to 2016. Additionally, higher incentive expense associated with loan growth and retention initiatives increased $4.5 million relative to 2015 and a year-over-year increase in headcount related to the TAB acquisition contributed $3.9 million to the increase in personnel expense within the regional bank in 2016. Personnel expenses in 2015 were favorably impacted by an $8.3 million gain related to an amendment of certain employee benefit plans recognized in third quarter 2015, which also contributed to the increase in personnel-related expenses in 2016. Deferred compensation expense increased in 2016, relative to 2015, further contributing to the personnel expense increase in 2016. These increases were partially offset by a decline in pension expense relative to 2015 due to a change in the discount rates used in the calculation of pension and postretirement interest costs.

Personnel expense increased 7 percent, or $33.5 million, to $511.6 million in 2015 from $478.2 million in 2014. The increase in personnel expense was driven by increases in variable compensation associated with higher fixed income product sales revenue within FHN’s fixed income operating segment relative to 2014 and higher incentive expense associated with loan growth, strategic hires, and retention within the regional bank. Additionally, higher pension-related costs contributed to the increase in personnel expense during 2015, as well as several favorable adjustments recognized during 2014 related to employee performance equity awards, employee benefit plans, and deferred compensation BOLI benefits resulting in lower personnel expense in 2014. The increase in pension-related

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FIRST HORIZON NATIONAL CORPORATION

expenses was driven by an increase in the pension liability as a result of a decline in the discount rate and new life expectancy tables used at the December 31, 2014 measurement date. These increases were offset somewhat by an $8.3 million gain recognized during third quarter 2015 related to an amendment of certain employee benefit plans and lower deferred compensation expenses relative to 2014.

Occupancy

Occupancy expense decreased to $50.9 million in 2016 from $51.1 million in 2015, as a decrease in sublease income related to the sale of a building in 2015 was somewhat offset by $.9 million of lease abandonment expense related to efficiency initiatives and higher rent expense in 2016 associated with sale-leaseback transactions recognized in 2016. Occupancy expense decreased $2.9 million from $54.0 million in 2014 to $51.1 million in 2015 driven by $4.7 million of lease abandonment expense recognized in 2014 related to efficiency initiatives, somewhat offset by lower sublease income received in 2015 relative to the prior year as a result of the building sale within the non-strategic segment previously mentioned.

Computer Software

Computer software expense was $45.1 million, $44.7 million, and $42.9 million in 2016, 2015, and 2014, respectively. The increase in computer software expense is the result of FHN’s focus on technology-related projects.

Operations Services

Operations services expense increased 7 percent, or $2.6 million, to $41.9 million in 2016, primarily related to an increase in third party fees associated with the online digital banking platform. In 2015, expenses from operations services were $39.3 million compared to $35.2 million in 2014, primarily driven by an increase in third party fees and expense associated with the TAB acquisition.

Equipment Rentals, Depreciation, and Maintenance

Equipment rentals, depreciation, and maintenance expenses were $27.4 million in 2016, compared to $30.9 million and $30.0 million in 2015 and 2014, respectively. The decrease in 2016 was driven by a decrease in depreciation expense as a result of branch sales and sale-leaseback transactions and refunds from an equipment rental vendor recognized in 2016.

Advertising and Public Relations

Expenses associated with advertising and public relations were $21.6 million in 2016, compared to $19.2 million and $18.7 million in 2015 and 2014, respectively. In 2016, FHN recognized higher advertising and public relations expense due in large part to a promotional branding campaign and an increase in CRA initiatives.

FDIC Premium Expense

FDIC premium expense was $21.6 million in 2016, compared to $18.0 million and $11.5 million in 2015 and 2014, respectively. The increase in FDIC premium expense was due in large part to balance sheet growth, coupled with the run-off of long-term unsecured debt. Additionally, a rate increase also contributed to the increase in FDIC premium expense. 2014 FDIC premium expense included the receipt of $3.3 million of FDIC premium refunds.

Legal Fees

Legal fees were $21.6 million, $16.3 million, and $20.9 million in 2016, 2015, and 2014, respectively. Legal fees fluctuate based on the status, timing, type, and composition of cases.

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FIRST HORIZON NATIONAL CORPORATION

Professional Fees

Professional fees were $19.2 million, $18.9 million, and $23.3 million in 2016, 2015, and 2014, respectively. During 2014, FHN had various consulting projects that attributed to higher professional fees.

Contract Employment and Outsourcing

Expenses associated with contract employment and outsourcing decreased 31 percent, or $4.4 million, to $10.1 million in 2016. The decrease was attributable to a lower number of technology-related projects in 2016 relative to the prior year coupled with the completion of a large operations efficiency project in 2015. Contract employment and outsourcing expenses decreased $4.9 million to $14.5 million in 2015 from $19.4 million in 2014. The decrease was due to lower mortgage subservicing costs within the non-strategic segment associated with the sales of servicing and elevated expenses in 2014 related to technology-related projects within the regional bank.

Repurchase and Foreclosure Provision

During 2016, FHN recognized a $32.7 million pre-tax expense reversal of mortgage repurchase and foreclosure provision primarily as a result of the settlement/recoveries of certain repurchase claims, which favorably impacted expenses for 2016. The mortgage repurchase and foreclosure provision was $0 in 2015. During 2014 FHN recognized a $4.3 million reversal of repurchase and foreclosure provision related to the settlements of certain repurchase claims.

Other Noninterest Expense

Other expense includes losses from litigation and regulatory matters, other insurance and tax expense, travel and entertainment expenses, customer relation expenses, costs associated with employee training and dues, supplies, tax credit investment expenses, miscellaneous loan costs, expenses associated with foreclosed properties, and various other expenses.

All other expenses decreased 57 percent to $116.3 million in 2016 from $268.2 million in 2015. The decrease in expense between 2016 and 2015 was primarily driven by a $157.1 million net decline in accruals related to loss contingencies and litigation matters, from $187.6 million in 2015 to $30.5 million in 2016. The decrease in accruals related to loss contingencies and litigation matters was largely associated with the 2015 DOJ/HUD settlement of potential claims related to FHN’s underwriting and origination of FHA-insured mortgage loans within the non-strategic segment. To a much smaller extent, a decline in other insurance and taxes in 2016 associated with favorable adjustments to franchise taxes related to community reinvestment efforts, and a $1.2 million decrease in tax credit investments due in large part to a $2.8 million impairment recognized in 2015 also contributed to the 2016 expense decline. FHN recognized a $3.9 million net increase in fixed asset impairments and lease abandonment charges related to branch closures in 2016 relative to 2015, offsetting a portion of the expense decline. Additionally, a $1.9 million net increase in negative valuation adjustments associated with derivatives related to prior sales of Visa Class B shares resulted in higher expenses in 2016.

All other expenses were $268.2 million and $82.5 million in 2015 and 2014, respectively. The increase in expense between 2015 and 2014 was primarily the result of a $190.3 million increase in net loss accruals related to legal matters, primarily driven by $162.5 million of loss accruals related to the 2015 DOJ/HUD settlement within the non-strategic segment previously mentioned and $25.1 million of other loss accruals recognized within the non-strategic and fixed income segments in 2015. During 2014, FHN recognized $110.9 million of loss accruals primarily within the non-strategic segment related to legal matters, which were more than offset by $113.6 million of expense reversals recognized within the non-strategic and fixed income segments associated with agreements with insurance companies for the recovery of expenses FHN incurred related to litigation losses in periods prior to 2014. In 2015, FHN recognized a $2.8 million impairment of a tax credit investment, which contributed to the expense increase. These increases in expense were somewhat offset by a $5.1 million decrease in negative valuation adjustments associated with the derivatives related to prior sales of Visa Class B shares.

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FIRST HORIZON NATIONAL CORPORATION

INCOME TAXES

FHN recorded an income tax provision of $106.8 million in 2016, compared to $10.9 million in 2015 and $84.2 million in 2014. The effective tax rates for 2016, 2015, and 2014 were approximately 31 percent, 10 percent, and 26 percent, respectively. The increase in the effective tax rates in 2016 compared to 2015 and the decrease in the effective tax rate in 2015 compared to 2014 was primarily driven by the change in pre-tax income levels. Since pre-tax income is the most important component in determining the effective tax rate, the comparison of the tax rate from period to period, by itself, will not provide meaningful information unless pre-tax income is fairly consistent. The company’s effective tax rate is favorably affected by recurring items such as bank-owned life insurance, tax-exempt income, and credits and other tax benefits from affordable housing investments. The company’s effective tax rate also may be affected by items that may occur in any given period but are not consistent from period to period, such as changes in the deferred tax asset valuation allowance and changes in unrecognized tax benefits.

A deferred tax asset (“DTA”) or deferred tax liability (“DTL”) is recognized for the tax consequences of temporary differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. The tax consequence is calculated by applying enacted statutory tax rates, applicable to future years, to these temporary differences. As of December 31, 2016, FHN’s gross DTA (net of a valuation allowance) and gross DTL were $297.0 million and $97.4 million, respectively, resulting in a net DTA of $199.6 million at December 31, 2016, compared with $259.3 million at December 31, 2015 and $260.6 million at December 31, 2014. The decline in DTA in 2016 relative to 2015 was primarily driven by increased funding of FHN’s pension plan, a reduction in loss reserves, and deductions associated with certain compensation arrangements.

As of December 31, 2016, FHN had deferred tax asset balances related to federal and state income tax carryforwards of $124.7 million and $19.4 million, which will expire at various dates. Refer to Note 15 – Income Taxes for additional information.

As of December 31, 2016 and 2015, FHN established a valuation allowance of $40.4 million and $40.5 million, respectively, against its federal capital loss carryforwards. FHN’s DTA after valuation allowance was $297.0 million and $352.6 million as of December 31, 2016 and 2015, respectively. Based on current analysis, FHN believes that its ability to realize the remaining DTA is more likely than not. FHN monitors its DTA and the need for a valuation allowance on a quarterly basis. A significant adverse change in FHN’s taxable earnings outlook could result in the need for further valuation allowances. In the event FHN is able to determine that the deferred tax assets are realizable in the future in excess of their net recorded amount, FHN would make an adjustment to the valuation allowance, which would reduce the provision for income taxes.

The President of the United States has publicly favored legislation (not yet formally proposed) to reduce corporate income tax rates to 15 to 20 percent, possibly in 2017. Any such rate reduction is likely to be part of a broader tax reform bill. Although a rate reduction would have a net beneficial effect over the long-term certain deductions may be eliminated or reduced as a part of tax reform, which could partially offset the beneficial effect of a rate reduction. Additionally, a rate reduction would result in the impairment of a portion of the deferred tax asset, as mentioned above, in the quarter that it is signed into law by the President. The actual impacts are subject to significant uncertainties including whether, and to what extent, rate reductions or broader tax reform can actually be executed and if executed, the timing.

FHN and its eligible subsidiaries are included in a consolidated federal income tax return. FHN files separate returns for subsidiaries that are not eligible to be included in a consolidated federal income tax return. Based on the laws of the applicable states where it conducts business operations, FHN either files consolidated, combined, or separate returns. With few exceptions, FHN is no longer subject to federal or state and local tax examinations by tax authorities for years before 2013. FHN is currently under audit in several states.

See also Note 15 – Income Taxes for additional information.

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STATEMENT OF CONDITION REVIEW – 2016 COMPARED TO 2015

Total period-end assets were $28.6 billion on December 31, 2016, up 9 percent from $26.2 billion on December 31, 2015. Average assets increased to $27.4 billion in 2016 from $25.6 billion in 2015. The increase in average assets compared to 2015 is primarily attributable to net increases in the loan portfolios. A larger investment securities portfolio also contributed to the increase in average assets relative to 2015, but was somewhat offset by declines in interest-bearing cash and trading securities. The increase in period-end assets relative to December 31, 2015 was also primarily driven by net increases in loan balances. In addition, higher balances of interest bearing cash on December 31, 2016 contributed to the increase in assets on a period-end basis.

Total period-end liabilities were $25.9 billion on December 31, 2016, up 10 percent from $23.6 billion on December 31, 2015. Average liabilities increased 7 percent to $24.7 billion in 2016, from $23.1 billion in 2015. The increase in average liabilities was largely due to an increase in deposits, somewhat offset by lower Term borrowings and a decline in Federal funds purchased relative to 2015.

EARNING ASSETS

Earning assets consist of loans, investment securities, other earning assets such as trading securities, interest-bearing cash, and loans HFS. Average earning assets increased to $25.2 billion in 2016 from $23.5 billion in 2015. A more detailed discussion of the major line items follows.

Loans

Period-end loans increased 11 percent to $19.6 billion as of December 31, 2016 from $17.7 billion on December 31, 2015. Average loans for 2016 were $18.3 billion compared to $16.6 billion for 2015. The increase in average and period-end loan balances was primarily due to organic loan growth within the regional bank’s commercial portfolios and also loans added through the purchase of franchise finance loans in third quarter 2016, partially offset by run-off of consumer loan portfolios within the non-strategic segment. On an average basis loans added through the fourth quarter 2015 TAB acquisition also contributed to the increase in average loans from 2015 to 2016.

Table 6 – Average Loans

(Dollars in thousands)	2016			Percent of Total			2016 Growth Rate			2015			Percent of Total			2015 Growth Rate			2014			Percent of Total			2014 Growth Rate
Commercial:
Commercial, financial, and industrial		$	10,932,679		60	%		15	%		$	9,477,376		57	%		16	%		$	8,156,750		52	%		2	%
Commercial real estate			1,938,939		11			36				1,425,813		9			17				1,223,487		8			5
Total commercial			12,871,618		71			18				10,903,189		66			16				9,380,237		60			3
Consumer:
Consumer real estate (a)			4,635,213		25			(5	)			4,879,083		29			(6	)			5,198,304		34			(6	)
Permanent mortgage			437,524		2			(11	)			489,190		3			(18	)			594,450		4			(20	)
Credit card and other			359,515		2			2				352,977		2			1				347,981		2			11
Total consumer			5,432,252		29			(5	)			5,721,250		34			(7	)			6,140,735		40			(7	)
Total loans, net of unearned income		$	18,303,870		100	%		10	%		$	16,624,439		100	%		7	%		$	15,520,972		100	%		(1	)%

(a) 2016, 2015, and 2014 include $43.4 million, $65.6 million, and $140.7 million of restricted and secured real estate loans, respectively.

C&I loans are the largest component of the commercial portfolio comprising 85 percent and 87 percent of average commercial loans in 2016 and 2015, respectively. C&I loans increased 15 percent, or $1.5 billion, from 2015 due to higher balances of loans to mortgage companies, as well as net loan growth within several of the regional bank’s

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portfolios including general commercial, correspondent banking, and corporate. Additionally, new lines of business including franchise finance (a majority of which was added through a third quarter 2016 asset purchase), energy, specialty healthcare, and music industry contributed to C&I loan growth from 2015. Commercial real estate loans increased 36 percent or $.5 billion to $1.9 billion in 2016 because of growth in expansion markets, increased funding under existing commitments, and an increased focus on funded term debt products. In addition, the fourth quarter 2015 TAB acquisition contributed to the increase.

Average consumer loans declined 5 percent, or $.3 billion, from a year ago to $5.4 billion in 2016. The consumer real estate portfolio (home equity lines and installment loans) declined $243.9 million, to $4.6 billion, as the continued wind-down of portfolios within the non-strategic segment outpaced a $234.5 million increase in real estate installment loans from new originations within the regional bank. The permanent mortgage portfolio declined $51.7 million to $437.5 million in 2016 driven by run-off of legacy assets within non-strategic offset by some growth in mortgage loans within regional banking, primarily related to FHN’s CRA initiatives. Credit Card and Other slightly increased to $359.5 million in 2016.

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The following table provides a detail of contractual maturities of commercial loans on December 31, 2016.

Table 7 – Contractual Maturities of Commercial Loans on December 31, 2016

(Period-end) (Dollars in thousands)	Within 1 Year			After 1 Year Within 5 Years			After 5 Years			Total
Commercial, financial, and industrial		$	4,717,030		$	5,850,598		$	1,580,459		$	12,148,087
Commercial real estate			532,918			1,306,608			295,997			2,135,523
Total commercial loans		$	5,249,948		$	7,157,206		$	1,876,456		$	14,283,610
For maturities over one year:
Interest rates - floating					$	5,586,938		$	1,097,819		$	6,684,757
Interest rates - fixed						1,570,268			778,637			2,348,905
Total maturities over one year					$	7,157,206		$	1,876,456		$	9,033,662

Because of various factors, the contractual maturities of consumer loans are not indicative of the actual lives of such loans. A significant component of FHN’s loan portfolio consists of consumer real estate loans – a majority of which are home equity lines of credit and home equity installment loans. Typical home equity lines originated by FHN are variable rate 5/15, 10/10, or 10/20 lines. In a 5/15 line, a borrower may draw on the loan for 5 years and pay interest only during that period (“the draw period”), and for the next 15 years the customer pays principal and interest and may no longer draw on that line. A 10/10 loan has a 10 year draw period followed by a 10-year principal-and-interest period and a 10/20 loan has a 10 year draw period followed by a 20-year principal-and-interest period. Therefore, the contractual maturity for 5/15 and 10/10 home equity lines is 20 years and the contractual maturity for 10/20 home equity lines is 30 years. Numerous factors can contribute to the actual life of a home equity line or installment loan. In normalized market conditions, the average life of home equity line and installment loan portfolios is significantly less than the contractual period as indicated by historical trends. More recent indicators suggest that the average life of these portfolios could be longer when compared to that observed in normalized market conditions. This could be attributed to the reduced availability of new credit in the marketplace, weak performance of the housing market for much of the past ten years, and a historically low interest rate environment which is likely to slow prepayments. However, the actual average life of home equity lines and loans is difficult to predict and changes in any of these factors could result in changes in projections of average lives.

Investment Securities

FHN’s investment portfolio consists principally of debt securities including government agency issued mortgage-backed securities (“MBS”) and government agency issued collateralized mortgage obligations (“CMO”), substantially all of which are classified as available-for-sale (“AFS”). FHN utilizes the securities portfolio as a source of income, liquidity and collateral for repurchase agreements, for public funds, and as a tool for managing risk of interest rate movements. Table 8 – Contractual Maturities of Investment Securities on December 31, 2016 (Amortized Cost) shows information pertaining to the composition, yields, and contractual maturities of the investment securities portfolio. Investment securities were $4.0 billion on December 31, 2016 and 2015. Average investment securities were $4.0 billion in 2016 and $3.7 billion in 2015, representing 16 percent of average earning assets in 2016 and 2015. The amount of securities purchased for the investment portfolio is largely driven by the desire to protect the value of non-rate sensitive liabilities and equity and maximize yield on FHN’s excess liquidity without negatively affecting future yields while operating in this historically low interest rate environment.

Government agency issued MBS, CMO, and other agencies averaged $3.8 billion and $3.5 billion in 2016 and 2015, respectively, as a $.7 billion decrease in government agency CMO securities were more than offset by a $1.0 billion increase in government agency MBS securities. In 2016, FHN executed two portfolio restructurings as part of an initiative to moderate the overall asset sensitivity position of the balance sheet. As a result of these restructurings and the natural extension that occurs as interest rates rise, the effective duration of the portfolio extended from 3.8 years in 2015 to 4.8 years in 2016. U.S. treasury securities and corporate and municipal bonds averaged $15.2 million in 2016 compared to $13.2 million in 2015. Investments in equity securities averaged $186.4 million in 2016 compared with $183.6 million in 2015. A majority of the equity security balances include

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restricted investments in the Federal Home Loan Bank (“FHLB”) and Federal Reserve Bank (“FRB”) which averaged $156.0 million and $153.7 million in 2016 and 2015, respectively. On December 31, 2016, AFS investment securities had $27.9 million of net unrealized losses compared to $5.5 million of net unrealized gains on December 31, 2015. The increase in net unrealized losses was primarily driven by higher market rates and resulted in a decrease in shareholder’s equity of $17.2 million, net of $10.7 million of deferred tax liabilities. See Note 3 – Investment Securities for additional detail.

Table 8 – Contractual Maturities of Investment Securities on December 31, 2016 (Amortized Cost)

(Period-end) (Dollars in thousands)	Within 1 year						After 1 year Within 5 years						After 5 years Within 10 years						After 10 years
	Amount			Yield			Amount			Yield			Amount			Yield			Amount			Yield
Securities available-for-sale:
Government agency issued MBS and CMO (a)		$	-		-	%		$	21		6.72	%		$	176,948		3.60	%		$	3,607,610		2.56	%
U.S. treasuries			100		0.98				-		-				-		-				-		-
Other (b)			-		-				-		-				-		-				186,756		3.02
Total securities available-for-sale		$	100		0.98	%		$	21		6.72	%		$	176,948		3.60	%		$	3,794,366		2.58	%
Securities held-to-maturity:
State and municipalities		$	-		-	%		$	-		-	%		$	-		-	%		$	4,347		6.10	%
Corporate bonds			-		-				-		-				10,000		5.25				-		-
Total securities held-to-maturity		$	-		-	%		$	-		-	%		$	10,000		5.25	%		$	4,347		6.10	%

(a)	Represents government agency-issued mortgage-backed securities and collateralized mortgage obligations which, when adjusted for early pay downs, have an estimated average life of 6.3 years.
(b)	The amount classified as maturing after 10 years represents equity securities with no stated maturity.

Loans Held-for-Sale

Loans HFS consists of the mortgage warehouse (primarily repurchased government-guaranteed loans), small business, student, and home equity loans. The average balance of loans HFS decreased to $124.3 million in 2016 from $129.0 million in 2015. On December 31, 2016 and 2015, loans HFS were $111.2 million and $126.3 million, respectively. The decrease in both average and period-end loans HFS was largely driven by a smaller mortgage warehouse, and to a lesser extent declines in home equity and student loans. On an average basis, a portion of the decrease was somewhat mitigated by an increase in small business loans.

Other Earning Assets

Other earning assets include trading securities, securities purchased under agreements to resell, federal funds sold (“FFS”), and interest-bearing deposits with the Fed and other financial institutions. Other earning assets averaged $2.7 billion in 2016, a $270.3 million decrease from $3.0 billion in 2015. The decrease was largely driven by a decrease in interest bearing cash which was used to fund loan growth and purchases of AFS securities. Additionally lower balances of trading securities also contributed to the decline in other earning assets, but was somewhat offset by an increase in securities purchased under agreements to resell (“asset repos”). Fixed income’s trading inventory fluctuates daily based on customer demand. Asset repos are used in fixed income trading activity and generally fluctuate with the level of fixed income trading liabilities (short-positions) as securities collateral from asset repo transactions are used to fulfill trades. Other earning assets were $2.6 billion and $2.2 billion on December 31, 2016 and 2015, respectively. The increase in other earning assets on a period-end basis was primarily due to an increase in interest-bearing cash in anticipation of the Coastal Securities acquisition.

Non-earning assets

Period-end non-earning assets increased to $2.3 billion on December 31, 2016 from $2.2 billion on December 31, 2015.

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Deposits

Average deposits were $20.9 billion during 2016, up 11 percent from $18.8 billion during 2015. The increase in average deposits was driven by several factors including FHN’s decision to increase deposits in a third party network deposit sweep program, an increase in commercial customer deposits, and the addition of deposits associated with the fourth quarter 2015 TAB acquisition. The third party deposits program is an FDIC-insured deposit sweep program where financial institutions can receive unsecured deposits for the long-term (several years) and in larger-dollar increments. Period-end deposits were $22.7 billion on December 31, 2016, up 14 percent from $20.0 billion on December 31, 2015, and were driven by the same factors that affected average balances, with the exception of the fourth quarter 2015 TAB acquisition which did not impact deposits variance on a period-end basis.

Short-Term Borrowings

Average short-term borrowings (federal funds purchased (“FFP”), securities sold under agreements to repurchase, trading liabilities, and other short-term borrowings) averaged $2.0 billion in 2016 and 2015, as increases from securities sold under agreements to repurchase, trading liabilities, and other short-term borrowings offset a decrease in FFP. Securities sold under agreements to repurchase and other short-term borrowings contributed to the year-over-year increase as additional sources of wholesale funding were used to fund loan growth. Average FFP fluctuates depending on the amount of excess funding of FHN’s correspondent bank customers. Period-end short-term borrowings were $1.5 billion on December 31, 2016 and 2015. See Note 9 – Short-term Borrowings for additional information.

Term Borrowings

Term borrowings include senior and subordinated borrowings with original maturities greater than one year. Term borrowings were $1.0 billion on December 31, 2016 compared to $1.3 billion on December 31, 2015. Average term borrowings were $1.1 billion in 2016 compared to $1.6 billion in 2015. The decrease in average term borrowings primarily relates to $250 million of FTBNA subordinated notes that matured in second quarter 2016 and $206 million of junior subordinated notes underlying $200 million of trust preferred debt that were called in third quarter 2015. See Note 10 – Term Borrowings for additional information.

Other Liabilities

Period-end other liabilities decreased to $.6 billion on December 31, 2016 from $.8 billion on December 31, 2015. Other liabilities decreased as the pension liability was reduced as a result of the third quarter 2016 $165 million qualified pension plan contribution. The qualified pension plan is now reflected as a prepaid pension asset. Additionally a decrease in the repurchase and foreclosure reserve also contributed to the year-over-year decline in other liabilities, but was partially offset by an increase in derivative liabilities.

CAPITAL – 2016 COMPARED TO 2015

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 assure ready access to the capital markets. Period-end and average equity increased to $2.7 billion in 2016 from $2.6 billion in 2015. The increase in average equity was primarily due to net income recognized since 2015 and $72.8 million of equity issued related to the TAF acquisition in October 2015. Additionally, an increase in average unrealized gains associated with the AFS securities portfolio also increased average equity, but was somewhat offset by share repurchases (discussed below), common and preferred dividends paid, and an increase of net actuarial losses for pension and postretirement plans. The increase in equity from December 31, 2015 to December 31, 2016 was due to net income recognized in 2016, somewhat offset by share repurchases, common and preferred dividends paid, and a decrease in other comprehensive income. The decline in other comprehensive income on December 31, 2016 was driven by unrealized losses within the AFS securities portfolio and an increase of net actuarial losses for pension and postretirement plans.

In January 2014, FHN’s board of directors approved a share repurchase program which enables FHN to repurchase its common stock in the open market or in privately negotiated transactions, subject to certain conditions. In July 2015 and April 2016 the board increased and extended that program. The current program authorizes total purchases of up to $350 million and expires on January 31, 2018. During 2016, FHN repurchased

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$93.5 million of common shares under the program; during 2015, FHN repurchased $28.4 million of common shares. Total purchases under this program through December 31, 2016 were $160.3 million.

The following tables provide a reconciliation of Shareholders’ equity from the Consolidated Statements of Condition to Common Equity Tier 1, Tier 1 and Total Regulatory Capital as well as certain selected capital ratios:

Table 9 – Regulatory Capital and Ratios

(Dollars in thousands)	2016				2015
Shareholders’ equity		$	2,409,653			$	2,344,155
FHN non-cumulative perpetual preferred			(95,624	)			(95,624	)
Common equity		$	2,314,029			$	2,248,531
Regulatory adjustments:
Disallowed goodwill and other intangibles			(165,292	)			(165,661	)
Net unrealized (gains)/losses on securities available for sale			17,232				(3,394	)
Net unrealized (gains)/losses on pension and other postretirement plans			229,157				217,586
Net unrealized (gains)/losses on cash flow hedges			1,265				-
Disallowed deferred tax assets			(18,027	)			(18,404	)
Other deductions from common equity tier 1			(377	)			(78	)
Common equity tier 1		$	2,377,987			$	2,278,580
FHN non-cumulative perpetual preferred			95,624				95,624
Qualifying noncontrolling interest – FTBNA preferred stock			256,811				260,794
Other deductions from tier 1			(58,551	)			(62,857	)
Tier 1 capital		$	2,671,871			$	2,572,141
Tier 2 capital			254,139				264,574
Total regulatory capital		$	2,926,010			$	2,836,715
Risk-Weighted Assets
First Horizon National Corporation		$	23,914,158			$	21,812,015
First Tennessee Bank National Association			23,447,251				21,143,459
Average Assets for Leverage
First Horizon National Corporation			28,581,251				26,109,449
First Tennessee Bank National Association			27,710,158				25,105,163

	2016						2015
	Ratio			Amount			Ratio			Amount
Common Equity Tier 1
First Horizon National Corporation		9.94	%		$	2,377,987		10.45	%		$	2,278,580
First Tennessee Bank National Association		9.80				2,298,080		10.81				2,284,646
Tier 1
First Horizon National Corporation		11.17				2,671,871		11.79				2,572,141
First Tennessee Bank National Association		10.83				2,538,382		11.95				2,525,912
Total
First Horizon National Corporation		12.24				2,926,010		13.01				2,836,715
First Tennessee Bank National Association		11.78				2,762,271		13.09				2,768,625
Tier 1 Leverage
First Horizon National Corporation		9.35				2,671,871		9.85				2,572,141
First Tennessee Bank National Association		9.16				2,538,382		10.06				2,525,912
Other Capital Ratios
Total period-end equity to period-end assets		9.47						10.08
Tangible common equity to tangible assets (a)		7.42						7.82
Adjusted tangible common equity to risk weighted assets (a)		8.86						9.30

(a) Tangible common equity to tangible assets and Adjusted tangible common equity to risk-weighted assets are non-GAAP measures and are reconciled to Total equity to total assets (GAAP) in the Non-GAAP to GAAP Reconciliation – Table 31.

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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. In 2016, 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 6.5 percent, 8 percent, 10 percent, and 5 percent, respectively. As of December 31, 2016, FHN and FTBNA had sufficient capital to qualify as a well-capitalized institution. Regulatory capital ratios decreased in 2016 relative to 2015 due primarily to increases in risk-weighted assets from growth in earning assets, share repurchases and the phased-in implementation of the Basel III regulations partially offset by the impact of net income less dividends. During 2017, capital ratios are expected to remain significantly above well-capitalized standards.

In March 2014, the OCC, Federal Reserve, and FDIC issued final supervisory guidance for stress tests pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Reform Act”). Under these requirements, bank holding companies with $10 billion to $50 billion in assets must conduct an annual stress test to determine whether capital is likely to be adequate to absorb losses under hypothetical economic scenarios provided by the regulators.

In July 2016, FHN submitted results of its annual Dodd-Frank Act Stress Test, commonly known as DFAST, to the OCC and the Federal Reserve. A summary of the results was posted in October 2016 to FHN’s investor relations website. (Neither FHN’s stress test posting, nor any other material found on FHN’s website generally, is part of this report or incorporated herein.)

Pursuant to board authority, 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. FHN’s board has not authorized a preferred stock purchase program. The following tables provide information related to securities repurchased by FHN during fourth quarter 2016:

Table 10 – Issuer Purchases of Common Stock

Compensation Plan-Related Repurchase Authority:

(Volume in thousands, except per share data)	Total number of shares purchased		Average price paid per share			Total number of shares purchased as part of publicly announced programs		Maximum number of shares that may yet be purchased under the programs
2016
October 1 to October 31		8		$	15.25		8		28,340
November 1 to November 30		26		$	18.38		26		28,314
December 1 to December 31		-			N/A		-		28,251
Total		34		$	17.67		34

N/A – Not applicable
Compensation Plan Programs:

• A consolidated compensation plan share purchase program was announced on August 6, 2004. This program consolidated into a single share purchase program all of the previously authorized compensation plan share programs as well as the renewal of the authorization to purchase shares for use in connection with two compensation plans for which the share purchase authority had expired. The total amount authorized under this consolidated compensation plan share purchase program, inclusive of a program amendment on April 24, 2006, is 29.6 million shares calculated before adjusting for stock dividends distributed through January 1, 2011. The authorization has been reduced for that portion which relates to compensation plans for which no options remain outstanding. The shares may be purchased over the option exercise period of the various compensation plans on or before December 31, 2023. On December 31, 2016, the maximum number of shares that may be purchased under the program was 28.3 million shares. Purchases may be made in the open market or through privately negotiated transactions and are subject to market conditions, accumulation of excess equity, prudent capital management, and legal and regulatory restrictions. Management currently does not anticipate purchasing a material number of shares under this authority during 2017.

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Other Repurchase Authority:

(Dollar values and volume in thousands, except per share data)	Total number of shares purchased		Average price paid per share		Total number of shares purchased as part of publicly announced programs		Maximum approximate dollar value that may yet be purchased under the programs
2016
October 1 to October 31		-		N/A		-		$	189,690
November 1 to November 30		-		N/A		-		$	189,690
December 1 to December 31		-		N/A		-		$	189,690
Total		-		N/A		-

N/A – Not applicable

Other Programs:

• On January 22, 2014, FHN announced a $100 million share purchase authority with an expiration date of January 31, 2016. On July 21, 2015, FHN announced a $100 million increase in that authority along with an extension of the expiration date to January 31, 2017, and on April 26, 2016, FHN announced a $150 million increase and further extension to January 31, 2018. As of December 31, 2016, $160.3 million in purchases had been made under this authority at an average price per share of $12.86, $12.84 excluding commissions. Purchases may be made in the open market or through privately negotiated transactions and are subject to market conditions, accumulation of excess equity, prudent capital management, and legal and regulatory restrictions.

ASSET QUALITY – TREND ANALYSIS OF 2016 COMPARED TO 2015

Loan Portfolio Composition

FHN groups its loans into portfolio segments based on internal classifications reflecting the manner in which the ALLL is established and how credit risk is measured, monitored, and reported. From time to time, and if conditions are such that certain subsegments are uniquely affected by economic or market conditions or are experiencing greater deterioration than other components of the loan portfolio, management may determine the ALLL at a more granular level. Commercial loans are composed of commercial, financial, and industrial (“C&I”) and commercial real estate (“CRE”). Consumer loans are composed of consumer real estate; permanent mortgage; and credit card and other. FHN has a concentration of residential real estate loans (25 percent of total loans), the majority of which is in the consumer real estate portfolio (23 percent of total loans). Industry concentrations are discussed under the heading C&I below.

Acquired Loans

On September 16, 2016, FHN completed its acquisition of franchise finance loans with an unpaid principal balance of $537.4 million. Acquired loans were initially recorded at fair value which was estimated by discounting expected cash flows at the acquisition date. The expected cash flows include all contractually expected amounts and incorporate an estimate for future expected credit losses, pre-payment assumptions and yield requirement for a market participant, among other things. Because an expectation of credit losses is embedded in the fair value estimate, there is no carryover of allowance for loan losses. See Note 4 – Loans for additional information regarding the acquisition.

Certain loans acquired were designated as purchased credit-impaired (“PCI”) loans. PCI loans are loans that have exhibited deterioration of credit quality between origination and the time of acquisition and for which the timely collection of the interest and principal is no longer reasonably assured. FHN considered several factors when determining whether a loan met the definition of a PCI loan at the time of acquisition including accrual status, loan grade, delinquency trends, pre-acquisition charge-offs, as well as both originated versus refreshed credit scores and ratios when available.

On December 31, 2016, the unpaid principal balance and the carrying value of PCI loans (inclusive of the franchise finance loan purchase and two previous bank acquisitions) were $49.9 million and $46.4 million, respectively.

Underwriting Policies and Procedures

The following sections describe each portfolio as well as general underwriting procedures for each. As economic and real estate conditions develop, enhancements to underwriting and credit policies and procedures may be necessary or desirable. Loan policies and procedures for all portfolios are reviewed by credit risk working groups

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and management risk committees comprised of business line managers and credit administration professionals as well as by various other reviewing bodies within FHN. Policies and procedures are approved by key executive and/or senior managers leading the applicable credit risk working groups as well as by management risk committees. The credit risk working groups and management risk committees strive to ensure that the approved policies and procedures address the associated risks and establish reasonable underwriting criteria that appropriately mitigate risk. Policies and procedures are reviewed, revised and re-issued periodically at established review dates or earlier if changes in the economic environment, portfolio performance, the size of portfolio or industry concentrations, or regulatory guidance warrant an earlier review. In 2015, origination and underwriting policies and procedures were modified such that the total amount of credit FHN could make available to individual commercial borrowers was increased for borrowers within the strongest grade categories. Additionally, in 2016, borrower limits were generally increased for customers of our Mortgage Warehouse Lending line of business. These changes were approved by management risk committees and the Executive and Risk Committee of the Board in order to enhance and support loan growth while also minimizing incremental credit risk.

COMMERCIAL LOAN PORTFOLIOS

FHN’s commercial loan approval process grants lending authority based upon job description, experience, and performance. The lending authority is delegated to the business line (Market Managers, Departmental Managers, Regional Presidents, Relationship Managers (“RM”) and Portfolio Managers (“PM”)) and to Credit Risk Managers. While individual limits vary, the predominant amount of approval authority is vested with the Credit Risk Management function. Portfolio, industry, and borrower concentration limits for the various portfolios are established by executive management and approved by the Executive and Risk Committee of the Board.

FHN’s commercial lending process incorporates a RM and PM for most commercial credits. The PM is responsible for assessing the credit quality of the borrower, beginning with the initial underwriting and continuing through the servicing period, while the RM is primarily responsible for communications with the customer and maintaining the relationship. Other specialists and the assigned RM/PM are organized into units called deal teams. Deal teams are constructed with specific job attributes that facilitate FHN’s ability to identify, mitigate, document, and manage ongoing risk. PMs and credit analysts provide enhanced analytical support during loan origination and servicing, including monitoring of the financial condition of the borrower and tracking compliance with loan agreements. Loan closing officers and the construction loan management unit specialize in loan documentation and the management of the construction lending process. FHN strives to identify problem assets early through comprehensive policies and guidelines, targeted portfolio reviews, and an emphasis on frequent grading. For smaller commercial credits, generally $3 million or less, FHN utilizes a centralized underwriting unit in order to originate and grade small business loans more efficiently and consistently.

FHN may utilize availability of guarantors/sponsors to support commercial lending decisions during the credit underwriting process and when determining the assignment of internal loan grades. Reliance on the guaranty as a viable secondary source of repayment is a function of an analysis proving capability to pay, factoring in, among other things, liquidity and direct/indirect cash flows. FHN also considers the volume and amount of guaranties provided for all global indebtedness and the likelihood of realization. FHN presumes a guarantor’s willingness to perform until there is any current or prior indication or future expectation that the guarantor may not willingly and voluntarily perform under the terms of the guaranty. In FHN’s risk grading approach, it is deemed that financial support becomes necessary generally at a point when the loan would otherwise be graded substandard, reflecting a well-defined weakness. At that point, provided willingness and capacity to support are appropriately demonstrated, a strong, legally enforceable guaranty can mitigate the risk of default or loss, justify a less severe rating, and consequently reduce the level of allowance or charge-off that might otherwise be deemed appropriate.

C&I

The C&I portfolio was $12.1 billion on December 31, 2016, and is comprised of loans used for general business purposes and primarily composed of relationship customers in Tennessee and other selected markets. Typical products include working capital lines of credit, term loan financing of owner-occupied real estate and fixed assets, and trade credit enhancement through letters of credit.

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C&I loans are underwritten in accordance with a well-defined credit origination process. This process includes applying minimum underwriting standards as well as separation of origination and credit approval roles on transaction sizes over PM authorization limits. Underwriting typically includes due diligence of the borrower and the applicable industry of the borrower, analysis of the borrower’s available financial information, identification and analysis of the various sources of repayment and identification of the primary risk attributes. Stress testing the borrower’s financial capacity, adherence to loan documentation requirements, and assigning credit risk grades using internally developed scorecards are also used to help quantify the risk when appropriate. Underwriting parameters also include loan-to-value ratios (“LTVs”) which vary depending on collateral type, use of guaranties, loan agreement requirements, and other recommended terms such as equity requirements, amortization, and maturity. Approval decisions also consider various financial ratios and performance measures of the borrowers, such as cash flow and balance sheet leverage, liquidity, coverage of fixed charges, and working capital. Additionally, approval decisions consider the capital structure of the borrower, sponsorship, and quality/value of collateral. Generally, guideline and policy exceptions are identified and mitigated during the approval process. Pricing of C&I loans is based upon the determined credit risk specific to the individual borrower. These loans typically have variable rates tied to the London Inter-Bank Offered Rate (“LIBOR”) or the prime rate of interest plus or minus the appropriate margin.

The following table provides the composition of the C&I portfolio by industry as of December 31, 2016 and 2015. For purposes of this disclosure, industries are determined based on the North American Industry Classification System (“NAICS”) industry codes used by Federal statistical agencies in classifying business establishments for the collection, analysis, and publication of statistical data related to the U.S. business economy.

Table 11 – C&I Loan Portfolio by Industry

(Dollars in thousands)	December 31, 2016						December 31, 2015
	Amount			Percent			Amount			Percent
Industry:
Finance & insurance		$	2,573,713		21	%		$	2,214,270		21	%
Loans to mortgage companies			2,045,189		17				1,669,908		16
Accommodation & food service (a)			987,973		8				408,941		4
Health care & social assistance			893,629		7				737,243		7
Wholesale trade			826,226		7				803,993		8
Real estate rental & leasing (b)			769,457		6				741,739		7
Manufacturing			762,947		6				663,720		6
Transportation & warehousing			578,586		5				467,485		4
Public administration			565,119		5				609,930		6
Other (education, arts, entertainment, etc) (c)			2,145,248		18				2,119,161		21
Total C&I loan portfolio		$	12,148,087		100	%		$	10,436,390		100	%

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

(a)	Includes FHN’s franchise finance loans which increased approximately $535 million as a result of the GE Capital loan acquisition.
(b)	Leasing, rental of real estate, equipment, and goods.
(c)	Industries in this category each comprise less than 5 percent for 2016.

Industry Concentrations

Loan concentrations are considered to exist for a financial institution when there are loans to numerous borrowers engaged in similar activities that would cause them to be similarly impacted by economic or other conditions. 38 percent of FHN’s C&I portfolio (Finance and insurance plus Loans to mortgage companies) could be affected by items that uniquely impact the financial services industry. Except “Finance and Insurance” and “Loans to Mortgage Companies”, as discussed below, on December 31, 2016, FHN did not have any other concentrations of C&I loans in any single industry of 10 percent or more of total loans.

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Finance and Insurance

The finance and insurance component represents 21 percent of the C&I portfolio and includes TRUPS (i.e., long-term unsecured loans to bank and insurance-related businesses), loans to bank holding companies, and asset-based lending to consumer finance companies. As of December 31, 2016, asset-based lending to consumer finance companies represents approximately $1.0 billion of the finance and insurance component.

TRUPS lending was originally extended as a form of “bridge” financing to participants in the pooled trust preferred securitization program offered primarily to smaller banking (generally less than $15 billion in total assets) and insurance institutions through FHN’s fixed income business. Origination of TRUPS lending ceased in early 2008. Individual TRUPS are re-graded at least quarterly as part of FHN’s commercial loan review process. Typically, the terms of these loans include a prepayment option after a 5 year initial term, have a scheduled 30 year balloon payoff, and include an option to defer interest for up to 20 consecutive quarters. As of December 31, 2016 and 2015, one TRUP relationship was on interest deferral.

As of December 31, 2016, the unpaid principal balance (“UPB”) of trust preferred loans totaled $333.0 million ($206.7 million of bank TRUPS and $126.3 million of insurance TRUPS) with the UPB of other bank-related loans totaling $279.9 million. Inclusive of a valuation allowance on TRUPS of $25.5 million, total reserves (ALLL plus the valuation allowance) for TRUPS and other bank-related loans were $26.5 million or 4 percent of outstanding UPB.

Loans to Mortgage Companies

The balance of loans to mortgage companies was 17 percent of the C&I portfolio as of December 31, 2016, as compared to 16 percent of the C&I portfolio in 2015, and include balances related to both home purchase and refinance activity. This portfolio class, which generally fluctuates with mortgage rates and seasonal factors, includes commercial lines of credit to qualified mortgage companies primarily for the temporary warehousing of eligible mortgage loans prior to the borrower’s sale of those mortgage loans to third party investors. Generally, lending to mortgage lenders increases when there is a decline in mortgage rates and decreases when rates rise.

C&I Asset Quality Trends

Overall, nearly all of the C&I portfolio trends remain strong in 2016, continuing in line with recent historical performance. The C&I ALLL increased $15.8 million from December 31, 2015, to $89.4 million as of December 31, 2016. The net increase in reserves is largely driven by loan growth but was somewhat offset by the favorable impact of lower loss rates as net charge-offs remain at historical lows. The allowance as a percentage of period-end loans increased to .74 percent as of December 31, 2016, from .71 percent as of December 31, 2015. Net charge-offs were $11.7 million in 2016 compared to $9.1 million 2015. Nonperforming C&I loans increased $6.4 million from December 31, 2015, to $32.7 million on December 31, 2016. The nonperforming loan (“NPL”) ratio increased 2 basis points from December 31, 2015, to .27 percent of C&I loans as of December 31, 2016. The 30+ delinquency ratio remained flat at .08 percent of C&I loans as of December 31, 2016. The following table shows C&I asset quality trends by segment.

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Table 12 – C&I Asset Quality Trends by Segment

(Dollars in thousands)	December 31
	2016				2015				2014				2013				2012
Regional Bank
Period-end loans		$	11,728,160			$	10,014,752			$	8,553,080			$	7,431,430			$	8,262,351
Nonperforming loans			28,619				22,793				20,627				43,691				70,083
Allowance for loan losses as of January 1		$	72,213			$	61,998			$	72,310			$	78,181			$	101,373
Charge-offs			(18,196	)			(17,994	)			(14,832	)			(22,274	)			(29,898	)
Recoveries			6,719				11,969				9,003				10,167				10,622
Provision/(provision credit) for loan losses			27,274				16,240				(4,483	)			6,236				(3,916	)
Allowance for loan losses as of December 31		$	88,010			$	72,213			$	61,998			$	72,310			$	78,181
Accruing restructured loans		$	20,151			$	4,358			$	19,214			$	8,515			$	12,254
Nonaccruing restructured loans			14,183				14,284				9,632				27,345				32,786
Total troubled debt restructurings (a)		$	34,334			$	18,642			$	28,846			$	35,860			$	45,040
30+ Delinq. % (b)			0.08	%			0.08	%			0.05	%			0.14	%			0.23	%
NPL %			0.24				0.23				0.24				0.59				0.85
Charge-offs %			0.11				0.07				0.08				0.17				0.27
Allowance / loans %			0.75	%			0.72	%			0.72	%			0.97	%			0.95	%
Allowance / charge-offs			7.67	x			11.99	x			10.63	x			5.72	x			3.86	x
Non-Strategic
Period-end loans		$	419,927			$	421,638			$	454,206			$	492,146			$	534,605
Nonperforming loans			4,117				3,520				11,983				36,068				52,517
Allowance for loan losses as of January 1		$	1,424			$	5,013			$	14,136			$	18,010			$	29,040
Charge-offs			(264	)			(4,412	)			(5,660	)			(662	)			(989	)
Recoveries			76				1,370				663				2,320				529
Provision/(provision credit) for loan losses			152				(547	)			(4,126	)			(5,532	)			(10,570	)
Allowance for loan losses as of December 31		$	1,388			$	1,424			$	5,013			$	14,136			$	18,010
30+ Delinq. % (b)			-	%			0.02	%			0.05	%			0.06	%			-	%
NPL %			0.98				0.83				2.64				7.33				9.82
Charge-offs %			0.04				0.69				1.07				NM				NM
Allowance / loans %			0.33	%			0.34	%			1.10	%			2.87	%			3.37	%
Allowance / charge-offs			7.39	x			0.47	x			1.00	x			NM				NM
Consolidated
Period-end loans		$	12,148,087			$	10,436,390			$	9,007,286			$	7,923,576			$	8,796,956
Nonperforming loans			32,736				26,313				32,610				79,759				122,600
Allowance for loan losses as of January 1		$	73,637			$	67,011			$	86,446			$	96,191			$	130,413
Charge-offs			(18,460	)			(22,406	)			(20,492	)			(22,936	)			(30,887	)
Recoveries			6,795				13,339				9,666				12,487				11,151
Provision/(provision credit) for loan losses			27,426				15,693				(8,609	)			704				(14,486	)
Allowance for loan losses as of December 31		$	89,398			$	73,637			$	67,011			$	86,446			$	96,191
Accruing restructured loans		$	20,151			$	4,358			$	19,214			$	8,515			$	12,254
Nonaccruing restructured loans			14,183				14,284				9,632				27,345				32,786
Total troubled debt restructurings		$	34,334			$	18,642			$	28,846			$	35,860			$	45,040
30+ Delinq. % (b)			0.08	%			0.08	%			0.05	%			0.13	%			0.22	%
NPL %			0.27				0.25				0.36				1.01				1.39
Charge-offs %			0.11				0.10				0.13				0.13				0.25
Allowance / loans %			0.74	%			0.71	%			0.74	%			1.09	%			1.09	%
Allowance / charge-offs			7.66	x			8.12	x			6.19	x			8.27x				4.87	x

NM - Not meaningful.
Loans are expressed net of unearned income.

(a)	2012 balances within the non-strategic segment have been combined into the regional bank segment due to immateriality. Other years presented have a zero balance.
(b)	30+ Delinquency % includes all accounts delinquent more than one month and still accruing interest.

Commercial Real Estate

The CRE portfolio was $2.1 billion on December 31, 2016. The CRE portfolio includes both financings for commercial construction and nonconstruction loans. This portfolio is segregated between the income-producing CRE class which contains loans, draws on lines and letters of credit to commercial real estate developers for the

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construction and mini-permanent financing of income-producing real estate, and the residential CRE class. Subcategories of income CRE consist of multi-family (32 percent), retail (23 percent), office (15 percent), hospitality (14 percent), industrial (10 percent), land/land development (1 percent), and other (5 percent).

The residential CRE class includes loans to residential builders and developers for the purpose of constructing single-family homes, condominiums, and town homes. Active residential CRE lending has been minimal with nearly all new originations limited to tactical advances to facilitate workout strategies with existing clients and selected new transactions with “strategic” clients. FHN considers a “strategic” residential CRE borrower as a homebuilder within the regional banking footprint who remained profitable during the most recent down cycle.

Income CRE loans are underwritten in accordance with credit policies and underwriting guidelines that are reviewed at least annually and revised as necessary based on market conditions. Loans are underwritten based upon project type, size, location, sponsorship, and other market-specific data. Generally, minimum requirements for equity, debt service coverage ratios (“DSCRs”), and level of pre-leasing activity are established based on perceived risk in each subcategory. Loan-to-value (value is defined as the lower of cost or market) limits are set below regulatory prescribed ceilings and generally range between 50 and 80 percent depending on underlying product set. Term and amortization requirements are set based on prudent standards for interim real estate lending. Equity requirements are established based on the quality and liquidity of the primary source of repayment. For example, more equity would be required for a speculative construction project or land loan than for a property fully leased to a credit tenant or a roster of tenants. Typically, a borrower must have at least 15 percent of cost invested in a project before FHN will fund loan dollars. Income properties are required to achieve a DSCR greater than or equal to 125 percent at inception or stabilization of the project based on loan amortization and a minimum underwriting interest rate. Some product types that possess a greater risk profile require a higher level of equity, as well as a higher DSCR threshold. A proprietary minimum underwriting interest rate is used to calculate compliance with underwriting standards. Generally, specific levels of pre-leasing must be met for construction loans on income properties. A global cash flow analysis is performed at the sponsor level. The majority of the portfolio is on a floating rate basis tied to appropriate spreads over LIBOR.

The credit administration and ongoing monitoring consists of multiple internal control processes. Construction loans are closed and administered by a centralized control unit. Underwriters and credit approval personnel stress the borrower’s/project’s financial capacity utilizing numerous attributes such as interest rates, vacancy, and discount rates. Key information is captured from the various portfolios and then stressed at the aggregate level. Results are utilized to assist with the assessment of the adequacy of the ALLL and to steer portfolio management strategies.

CRE Asset Quality Trends

The CRE portfolio had continued stable performance in 2016 with nonperforming loans down $5.9 million from a year ago, net recoveries in 2016, and minimal past due activity. The allowance increased $8.7 million from December 31, 2015, to $33.9 million as of December 31, 2016. The increase in allowance is primarily driven by loan growth as balances increased $460.6 million from a year ago and consideration of the current economic environment. Allowance as a percentage of loans increased 9 basis points from 2015 to 1.59 percent as of December 31, 2016. FHN recognized a net recovery of $.6 million in 2016 compared to net charge-offs of $1.7 million in 2015. Nonperforming loans as a percentage of total CRE loans improved 39 basis points from December 31, 2015 to .13 percent as of December 31, 2016. Accruing delinquencies as a percentage of period-end loans improved 26 basis points from December 31, 2015, to .01 percent as of December 31, 2016. The following table shows commercial real estate asset quality trends by segment.

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Table 13 – Commercial Real Estate Asset Quality Trends by Segment

(Dollars in thousands)	December 31
	2016				2015				2014				2013				2012
Regional Bank
Period-end loans		$	2,135,523			$	1,674,871			$	1,273,220			$	1,124,131			$	1,148,153
Nonperforming loans			2,776				8,684				14,571				15,146				39,746
Allowance for loan losses as of January 1		$	25,159			$	18,158			$	9,873			$	18,385			$	48,990
Charge-offs			(1,371	)			(3,441	)			(3,331	)			(3,021	)			(16,375	)
Recoveries			1,816				1,450				3,764				2,798				1,800
Provision/(provision credit) for loan losses			8,248				8,992				7,852				(8,289	)			(16,030	)
Allowance for loan losses as of December 31		$	33,852			$	25,159			$	18,158			$	9,873			$	18,385
Accruing restructured loans		$	1,736			$	5,039			$	4,588			$	11,977			$	11,477
Nonaccruing restructured loans			1,388				3,969				6,947				7,861				13,236
Total troubled debt restructurings		$	3,124			$	9,008			$	11,535			$	19,838			$	24,713
30+ Delinq. % (a)			0.01	%			0.27	%			0.14	%			0.91	%			0.40	%
NPL %			0.13				0.52				1.14				1.35				3.46
Charge-offs %			NM				0.14				NM				NM				1.08
Allowance / loans %			1.59	%			1.50	%			1.43	%			0.88	%			1.60	%
Allowance / charge-offs			NM				12.63	x			NM				NM				1.35	x
Non-Strategic
Period-end loans		$	-			$	64			$	4,497			$	9,148			$	20,082
Nonperforming loans			-				-				785				2,955				5,824
Allowance for loan losses as of January 1		$	-			$	416			$	730			$	1,612			$	6,596
Charge-offs			-				(109	)			(410	)			(481	)			(3,602	)
Recoveries			111				426				386				1,477				2,675
Provision/(provision credit) for loan losses			(111	)			(733	)			(290	)			(1,878	)			(4,057	)
Allowance for loan losses as of December 31		$	-			$	-			$	416			$	730			$	1,612
Accruing restructured loans		$	-			$	-			$	3,095			$	3,274			$	3,921
Nonaccruing restructured loans			-				-				568				906				2,606
Total troubled debt restructurings		$	-			$	-			$	3,663			$	4,180			$	6,527
30+ Delinq. % (a)			-	%			-	%			-	%			-	%			-	%
NPL %			-				-				17.47				32.30				29.00
Charge-offs %			NM				NM				0.41				NM				4.10
Allowance / loans %			-	%			-	%			9.25	%			7.98	%			8.03	%
Allowance / charge-offs			NM				NM				16.43	x			NM				0.84	x
Consolidated
Period-end loans		$	2,135,523			$	1,674,935			$	1,277,717			$	1,133,279			$	1,168,235
Nonperforming loans			2,776				8,684				15,356				18,101				45,570
Allowance for loan losses as of January 1		$	25,159			$	18,574			$	10,603			$	19,997			$	55,586
Charge-offs			(1,371	)			(3,550	)			(3,741	)			(3,502	)			(19,977	)
Recoveries			1,927				1,876				4,150				4,275				4,475
Provision/(provision credit) for loan losses			8,137				8,259				7,562				(10,167	)			(20,087	)
Allowance for loan losses as of December 31		$	33,852			$	25,159			$	18,574			$	10,603			$	19,997
Accruing restructured loans		$	1,736			$	5,039			$	7,683			$	15,251			$	15,398
Nonaccruing restructured loans			1,388				3,969				7,515				8,767				15,842
Total troubled debt restructurings		$	3,124			$	9,008			$	15,198			$	24,018			$	31,240
30+ Delinq. % (a)			0.01	%			0.27	%			0.14	%			0.90	%			0.39	%
NPL %			0.13				0.52				1.20				1.60				3.90
Charge-offs %			NM				0.12				NM				NM				1.19
Allowance / loans %			1.59	%			1.50	%			1.45	%			0.94	%			1.71	%
Allowance / charge-offs			NM				15.03	x			NM				NM				1.29	x

NM–Not meaningful.
Loans are expressed net of unearned income.

(a) 30+ Delinquency % includes all accounts delinquent more than one month and still accruing interest.

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CONSUMER LOAN PORTFOLIOS

Consumer Real Estate

The consumer real estate portfolio was $4.5 billion on December 31, 2016, and is primarily composed of home equity lines and installment loans including restricted balances (loans consolidated under ASC 810). The largest geographical concentrations of balances as of December 31, 2016, are in Tennessee (69 percent) and California (5 percent) with no other state representing more than 3 percent of the portfolio. As of December 31, 2016, approximately 69 percent of the consumer real estate portfolio was in a first lien position. At origination, weighted average FICO score of this portfolio was 750 and refreshed FICO scores averaged 747 as of December 31, 2016, as compared to 747 and 743, respectively, as of December 31, 2015. As of December 31, 2016, approximately $1.3 billion, or 28 percent, of the consumer real estate portfolio consisted of stand-alone second liens while $.1 billion, or 3 percent, were owned or serviced by FHN. We obtain first lien performance information from third parties and through loss mitigation activities, and we place a stand-alone second lien loan on nonaccrual if we discover that there are performance issues with the first lien loan. Generally, performance of this portfolio is affected by life events that affect borrowers’ finances, the level of unemployment, and home prices.

Home equity lines of credit (“HELOCs”) comprise $1.7 billion of the consumer real estate portfolio as of December 31, 2016. FHN’s HELOCs typically have a 5 or 10 year draw period followed by a 10 or 20 year repayment period, respectively. During the draw period, a borrower is able to draw on the line and is only required to make interest payments. The line is automatically frozen if a borrower becomes 45 days or more past due on payments. Once the draw period has concluded, the line is closed and the borrower is required to make both principal and interest payments monthly until the loan matures. The principal payment generally is fully amortizing, but payment amounts will adjust when variable rates reset to reflect changes in the prime rate.

As of December 31, 2016, approximately 63 percent of FHN’s HELOCs are in the draw period, compared to 66 percent as of December 31, 2015. Based on when draw periods are scheduled to end per the line agreement, it is expected that $551.2 million, or 52 percent of HELOCs currently in the draw period, will have entered the repayment period during the next 60 months. Delinquencies and charge-off rates for HELOCs that have entered the repayment period are initially higher than HELOCs still in the draw period because of the increased minimum payment requirement; however, after some seasoning, performance of these loans usually begins to stabilize. The home equity lines of the consumer real estate portfolio are being monitored closely for those nearing the end of the draw period and borrowers are initially being contacted at least 24 months before the repayment period begins to remind the customer of the terms of their agreement and to inform them of options. The following table shows the HELOCs currently in the draw period and expected timing of conversion to the repayment period.

Table 14 – HELOC Draw To Repayment Schedule

(Dollars in thousands)	December 31, 2016						December 31, 2015
	Repayment Amount			Percent			Repayment Amount			Percent
Months remaining in draw period:
0-12		$	212,665		20	%		$	230,662		17	%
13-24			127,662		12				262,788		19
25-36			73,331		7				159,599		12
37-48			68,768		6				88,629		6
49-60			68,792		7				85,624		6
>60			514,126		48				549,700		40
Total		$	1,065,344		100	%		$	1,377,002		100	%

Underwriting

For the majority of loans in this portfolio, underwriting decisions are made through a centralized loan underwriting center. To obtain a consumer real estate loan, the loan applicant(s) in most cases must first meet a minimum qualifying FICO score. Minimum FICO score requirements are established by management for both loans secured

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by real estate as well as non-real estate loans. Management also establishes maximum loan amounts, loan-to-value ratios, and Debt-to-Income (“DTI”) ratios for each consumer real estate product. Applicants must have the financial capacity (or available income) to service the debt by not exceeding a calculated DTI ratio. The amount of the loan is limited to a percentage of the lesser of the current value or sales price of the collateral. Identified guideline and policy exceptions require established mitigating factors that have been approved for use by Credit Risk Management.

HELOC interest rates are variable and adjust with movements in the index rate stated in the loan agreement. Such loans can have elevated risks of default, particularly in a rising interest rate environment, potentially stressing borrower capacity to repay the loan at the higher interest rate. FHN’s current underwriting practice requires HELOC borrowers to qualify based on a fully indexed, fully amortized payment methodology. If the first mortgage loan is a non-traditional mortgage, the DTI calculation is based on a fully amortizing first mortgage payment. FHN’s underwriting guidelines require borrowers to qualify at an interest rate that is 200 basis points above the note rate. This mitigates risk to FHN in the event of a sharp rise in interest rates over a relatively short time horizon.

HELOC Portfolio Risk Management

FHN performs continuous HELOC account review processes in order to identify higher-risk home equity lines and initiate preventative and corrective actions. The reviews consider a number of account activity patterns and characteristics such as the number of times delinquent within recent periods, changes in credit bureau score since origination, score degradation, performance of the first lien, and account utilization. In accordance with FHN’s interpretation of regulatory guidance, FHN may block future draws on accounts in order to mitigate risk of loss to FHN.

Consumer Real Estate Asset Quality Trends

Overall, performance of the consumer real estate portfolio remained strong in 2016 as nearly all consolidated asset quality metrics improved from a year ago. Specifically, the regional bank’s asset quality metrics improved from a year ago. The non-strategic segment is a run-off portfolio and while the absolute dollars of delinquencies and nonaccruals mostly improved from a year ago, the 30+ accruing delinquencies and nonperforming loans ratios deteriorated and may become more skewed as the portfolio shrinks and some of the stronger borrowers payoff or refinance elsewhere. The ALLL decreased $30.3 million from December 31, 2015, to $50.4 million as of December 31, 2016, with 67 percent of the decline attributable to the non-strategic segment. The allowance as a percentage of loans was 1.11 percent as of December 31, 2016, compared to 1.69 percent as of December 31, 2015. The 58 basis point decline in the allowance as a percentage of loans is the result of continued run-off of the balances within the non-strategic portfolio, sustained levels of low net charge-offs, strong performance, and continued improvement/stabilization of property values. The balance of nonperforming loans was $82.8 million and $111.1 million as of December 31, 2016 and 2015, respectively. Loans delinquent 30 or more days and still accruing declined from $47.7 million as of December 31, 2015, to $42.1 million as of December 31, 2016. The portfolio realized a net recovery of $1.7 million in 2016 compared to a net charge-off of $6.2 million in 2015. The ratios of 30+ delinquency and NPLs as a percentage of loans within the nonstrategic segment have declined compared to 2015. The following table shows consumer real estate asset quality trends by segment.

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FIRST HORIZON NATIONAL CORPORATION

Table 15 – Consumer Real Estate Asset Quality Trends by Segment

(Dollars in thousands)	December 31
	2016				2015				2014				2013				2012
Regional Bank
Period-end loans		$	3,642,894			$	3,515,459			$	3,384,746			$	3,278,365			$	3,121,477
Nonperforming loans			18,865				23,935				28,953				27,939				20,991
Allowance for loan losses as of January 1		$	29,108			$	32,180			$	31,474			$	25,291			$	31,047
Charge-offs			(5,346	)			(8,414	)			(10,780	)			(10,261	)			(21,419	)
Recoveries			4,863				4,660				3,551				5,057				4,740
Provision/(provision credit) for loan losses			(9,615	)			682				7,935				11,387				10,923
Allowance for loan losses as of December 31		$	19,010			$	29,108			$	32,180			$	31,474			$	25,291
Accruing restructured loans		$	36,784			$	36,912			$	40,841			$	41,304			$	40,425
Nonaccruing restructured loans			10,694				13,723				14,229				14,636				15,102
Total troubled debt restructurings		$	47,478			$	50,635			$	55,070			$	55,940			$	55,527
30+ Delinq. % (a)			0.49	%			0.52	%			0.57	%			0.65	%			0.65	%
NPL %			0.52				0.68				0.86				0.85				0.67
Charge-offs %			0.01				0.11				0.22				0.16				0.56
Allowance / loans %			0.52	%			0.83	%			0.95	%			0.96	%			0.81	%
Allowance / charge-offs			39.42	x			7.76	x			4.45	x			6.05	x			1.52	x
Non-Strategic
Period-end loans		$	880,858			$	1,251,059			$	1,663,325			$	2,055,006			$	2,567,226
Nonperforming loans			63,947				87,157				91,679				89,659				43,454
Allowance for loan losses as of January 1		$	51,506			$	80,831			$	95,311			$	103,658			$	134,030
Charge-offs			(16,647	)			(21,654	)			(34,611	)			(63,381	)			(126,499	)
Recoveries			18,856				19,235				19,273				16,303				13,030
Provision/(provision credit) for loan losses			(22,368	)			(26,906	)			858				38,731				83,097
Allowance for loan losses as of December 31		$	31,347			$	51,506			$	80,831			$	95,311			$	103,658
Accruing restructured loans		$	68,217			$	67,942			$	71,389			$	83,459			$	77,488
Nonaccruing restructured loans			37,765				47,107				46,766				31,023				26,985
Total troubled debt restructurings		$	105,982			$	115,049			$	118,155			$	114,482			$	104,473
30+ Delinq. % (a)			2.76	%			2.34	%			2.17	%			1.89	%			2.23	%
NPL %			7.26				6.97				5.51				4.36				1.69
Charge-offs %			NM				0.17				0.82				2.04				3.96
Allowance / loans %			3.56	%			4.12	%			4.86	%			4.64	%			4.04	%
Allowance / charge-offs			NM				21.29	x			5.27	x			2.02	x			0.91	x
Consolidated
Period-end loans		$	4,523,752			$	4,766,518			$	5,048,071			$	5,333,371			$	5,688,703
Nonperforming loans			82,812				111,092				120,632				117,598				64,445
Allowance for loan losses as of January 1		$	80,614			$	113,011			$	126,785			$	128,949			$	165,077
Charge-offs			(21,993	)			(30,068	)			(45,391	)			(73,642	)			(147,918	)
Recoveries			23,719				23,895				22,824				21,360				17,770
Provision/(provision credit) for loan losses			(31,983	)			(26,224	)			8,793				50,118				94,020
Allowance for loan losses as of December 31		$	50,357			$	80,614			$	113,011			$	126,785			$	128,949
Accruing restructured loans		$	105,001			$	104,854			$	112,230			$	124,763			$	117,913
Nonaccruing restructured loans			48,459				60,830				60,995				45,659				42,087
Total troubled debt restructurings		$	153,460			$	165,684			$	173,225			$	170,422			$	160,000
30+ Delinq. % (a)			0.93	%			1.00	%			1.10	%			1.13	%			1.36	%
NPL %			1.83				2.33				2.39				2.20				1.13
Charge-offs %			NM				0.13				0.43				0.95				2.23
Allowance / loans %			1.11	%			1.69	%			2.24	%			2.38	%			2.27	%
Allowance / charge-offs			NM				13.06	x			5.01	x			2.42	x			0.99	x

NM - Not meaningful.
Loans are expressed net of unearned income.

(a) 30+ Delinquency % includes all accounts delinquent more than one month and still accruing interest.

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FIRST HORIZON NATIONAL CORPORATION

Permanent Mortgage

The permanent mortgage portfolio was $.4 billion on December 31, 2016. This portfolio is primarily composed of jumbo mortgages and one-time-close (“OTC”) completed construction loans in the non-strategic segment that were originated through legacy businesses. In 2015 and 2016, the regional banking segment primarily includes recently acquired mortgage loans associated with FHN’s CRA initiatives. The corporate segment includes loans that were previously included in off-balance sheet proprietary securitization trusts. These loans were brought back into the loan portfolios at fair value through the execution of cleanup calls due to the relatively small balances left in the securitization and should continue to run-off. Approximately 25 percent of loan balances as of December 31, 2016, are in California, but the remainder of the portfolio is somewhat geographically diverse. Non-strategic and corporate segment run-off contributed to a majority of the $31.0 million net decrease in permanent mortgage period-end balances from December 31, 2015 to December 31, 2016.

The permanent mortgage portfolios within the non-strategic and corporate segments are run-off portfolios. As a result, asset quality metrics may become skewed as the portfolio shrinks and some of the stronger borrowers payoff or refinance elsewhere. The ALLL decreased $2.7 million as of December 31, 2016, from $18.9 million as of December 31, 2015. TDR reserves (which are estimates of losses for the expected life of the loan) are within the non-strategic segment and comprise 77 percent of the ALLL for the permanent mortgage portfolio as of December 31, 2016. Consolidated accruing delinquencies as a percentage of total loans increased 25 basis points from prior year to 2.36 percent as of December 31, 2016. Nonperforming loans declined $4.5 million to $27.2 million as of December 31, 2016. The portfolio realized a net recovery of $.8 million in 2016 compared to net charge-offs of $1.5 million in 2015. The following table shows permanent mortgage asset quality trends by segment.

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FIRST HORIZON NATIONAL CORPORATION

Table 16 – Permanent Mortgage Asset Quality Trends by Segment

(Dollars in thousands)	December 31
	2016				2015				2014				2013				2012
Regional Bank
Period-end loans (a)		$	76,973			$	21,162			$	10,852			$	12,623			$	16,125
Nonperforming loans			393				443				503				535				1,000
Allowance for loan losses as of January 1		$	140			$	167			$	245			$	117			$	166
Charge-offs			-				(14	)			(19	)			-				-
Recoveries			-				-				-				-				-
Provision/(provision credit) for loan losses			1,075				(13	)			(59	)			128				(49	)
Allowance for loan losses as of December 31		$	1,215			$	140			$	167			$	245			$	117
Accruing restructured loans		$	563			$	720			$	1,254			$	597			$	-
Nonaccruing restructured loans			315				364				-				466				916
Total troubled debt restructurings		$	878			$	1,084			$	1,254			$	1,063			$	916
30+ Delinq. % (b)			0.72	%			2.08	%			5.75	%			7.77	%			3.03	%
NPL %			0.51				2.09				4.64				4.23				6.20
Charge-offs %			-				0.14				0.16				-				-
Allowance / loans %			1.58	%			0.66	%			1.54	%			1.94	%			0.73	%
Allowance / charge-offs			NM				9.96	x			8.88	x			NM				NM
Corporate
Period-end loans		$	71,380			$	97,450			$	135,538			$	174,621			$	180,034
Nonperforming loans			1,186				1,677				3,045				4,598				1,915
Allowance for loan losses as of December 31 (c)			N/A				N/A				N/A				N/A				N/A
Accruing restructured loans		$	3,792			$	3,992			$	5,494			$	2,691			$	-
Nonaccruing restructured loans			-				-				-				204				2,177
Total troubled debt restructurings		$	3,792			$	3,992			$	5,494			$	2,895			$	2,177
30+ Delinq. % (b)			4.37	%			2.92	%			2.32	%			2.34	%			1.83	%
NPL %			1.66				1.72				2.25				2.63				1.06
Allowance / loans % (c)			N/A				N/A				N/A				N/A				N/A
Non-Strategic
Period-end loans		$	274,772			$	335,511			$	392,571			$	474,998			$	569,424
Nonperforming loans			25,602				29,532				30,530				33,038				29,806
Allowance for loan losses as of January 1		$	18,807			$	18,955			$	22,246			$	24,811			$	26,028
Charge-offs			(1,591	)			(3,127	)			(5,872	)			(9,934	)			(13,604	)
Recoveries			2,403				1,687				2,314				2,473				3,024
Provision/(provision credit) for loan losses			(4,545	)			1,292				267				4,896				9,363
Allowance for loan losses as of December 31		$	15,074			$	18,807			$	18,955			$	22,246			$	24,811
Accruing restructured loans		$	71,896			$	78,719			$	84,701			$	94,532			$	97,501
Nonaccruing restructured loans			17,360				18,666				22,010				22,968				20,330
Total troubled debt restructurings		$	89,256			$	97,385			$	106,711			$	117,500			$	117,831
30+ Delinq. % (b)			2.29	%			1.88	%			1.40	%			2.59	%			2.40	%
NPL %			9.32				8.80				7.78				6.96				5.23
Charge-offs %			NM				0.40				0.83				1.42				1.71
Allowance / loans %			5.49	%			5.61	%			4.83	%			4.68	%			4.36	%
Allowance / charge-offs			NM				13.07	x			5.32	x			2.98	x			2.34	x
Consolidated
Period-end loans		$	423,125			$	454,123			$	538,961			$	662,242			$	765,583
Nonperforming loans			27,181				31,652				34,078				38,171				32,721
Allowance for loan losses as of January 1		$	18,947			$	19,122			$	22,491			$	24,928			$	26,194
Charge-offs			(1,591	)			(3,141	)			(5,891	)			(9,934	)			(13,604	)
Recoveries			2,403				1,687				2,314				2,473				3,024
Provision/(provision credit) for loan losses			(3,470	)			1,279				208				5,024				9,314
Allowance for loan losses as of December 31		$	16,289			$	18,947			$	19,122			$	22,491			$	24,928
Accruing restructured loans		$	76,251			$	83,431			$	91,449			$	97,820			$	97,501
Nonaccruing restructured loans			17,675				19,030				22,010				23,638				23,423
Total troubled debt restructurings		$	93,926			$	102,461			$	113,459			$	121,458			$	120,924
30+ Delinq. % (b)			2.36	%			2.11	%			1.72	%			2.62	%			2.28	%
NPL %			6.42				6.97				6.32				5.76				4.27
Charge-offs %			NM				0.30				0.60				1.00				1.33
Allowance / loans %			3.85	%			4.17	%			3.55	%			3.40	%			3.26	%
Allowance / charge-offs			NM				13.04	x			5.34	x			3.01	x			2.36	x

NM - Not meaningful.

Loans are expressed net of unearned income.

(a)	The increase in Regional Bank is primarily due to FHN’s CRA initiatives.
(b)	30+ Delinquency % includes all accounts delinquent more than one month and still accruing interest.
(c)	An allowance has not been established for these loans as the valuation adjustment taken upon exercise of clean-up calls included expected losses.

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FIRST HORIZON NATIONAL CORPORATION

Credit Card and Other

The credit card and other portfolio, which is primarily within the regional banking segment, was $.4 billion as of December 31, 2016, and primarily includes credit card receivables, other consumer-related credits, and automobile loans. The allowance increased to $12.2 million as of December 31, 2016, from $11.9 million as of December 31, 2015. In 2016, FHN recognized $10.6 million of net charge-offs in the credit card and other portfolio, compared to $12.8 million in 2015. Loans 30 days or more delinquent and accruing as a percentage of loans increased 9 basis points from December 31, 2015, to 1.17 percent as of December 31, 2016. The following table shows credit card and other asset quality trends by segment.

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FIRST HORIZON NATIONAL CORPORATION

Table 17 – Credit Card and Other Asset Quality Trends by Segment

	December 31
(Dollars in thousands)	2016				2015				2014				2013				2012
Regional Bank
Period-end loans		$	351,198			$	344,405			$	345,859			$	320,607			$	270,874
Nonperforming loans			-				620				-				12				14
Allowance for loan losses as of January 1		$	10,966			$	14,310			$	7,125			$	6,235			$	6,215
Charge-offs			(13,983	)			(15,542	)			(13,781	)			(10,533	)			(10,868	)
Recoveries			3,297				3,555				3,026				2,421				2,713
Provision/(provision credit) for loan losses			11,715				8,643				17,940				9,002				8,175
Allowance for loan losses as of December 31		$	11,995			$	10,966			$	14,310			$	7,125			$	6,235
Accruing restructured loans		$	274			$	314			$	406			$	370			$	574
Nonaccruing restructured loans			-				-				-				-				-
Total troubled debt restructurings		$	274			$	314			$	406			$	370			$	574
30+ Delinq. % (a)			1.16	%			1.07	%			1.38	%			1.30	%			1.36	%
NPL %			-				0.18				-				-				0.01
Charge-offs %			3.05				3.51				3.22				2.73				3.13
Allowance / loans %			3.42	%			3.18	%			4.14	%			2.22	%			2.30	%
Allowance / charge-offs			1.12	x			0.91	x			1.33	x			0.88	x			0.76	x
Non-Strategic
Period-end loans		$	7,835			$	10,131			$	12,272			$	15,999			$	18,231
Nonperforming loans			142				737				763				1,385				1,684
Allowance for loan losses as of January 1		$	919			$	420			$	359			$	663			$	866
Charge-offs			(241	)			(1,149	)			(1,150	)			(871	)			(1,756	)
Recoveries			324				298				105				248				489
Provision/(provision credit) for loan losses			(825	)			1,350				1,106				319				1,064
Allowance for loan losses as of December 31		$	177			$	919			$	420			$	359			$	663
Accruing restructured loans		$	32			$	63			$	127			$	175			$	244
Nonaccruing restructured loans			-				-				-				-				-
Total troubled debt restructurings		$	32			$	63			$	127			$	175			$	244
30+ Delinq. % (a)			1.73	%			1.47	%			2.48	%			2.33	%			2.82	%
NPL %			1.82				7.28				6.22				8.66				9.23
Charge-offs %			NM				7.75				7.37				3.68				6.42
Allowance/loans %			2.26	%			9.07	%			3.43	%			2.25	%			3.64	%
Allowance/charge-offs			NM				1.08	x			0.40	x			0.58	x			0.52	x
Consolidated
Period-end loans		$	359,033			$	354,536			$	358,131			$	336,606			$	289,105
Nonperforming loans			142				1,357				763				1,397				1,698
Allowance for loan losses as of January 1		$	11,885			$	14,730			$	7,484			$	6,898			$	7,081
Charge-offs			(14,224	)			(16,691	)			(14,931	)			(11,404	)			(12,624	)
Recoveries			3,621				3,853				3,131				2,669				3,202
Provision/(provision credit) for loan losses			10,890				9,993				19,046				9,321				9,239
Allowance for loan losses as of December 31		$	12,172			$	11,885			$	14,730			$	7,484			$	6,898
Accruing restructured loans		$	306			$	377			$	533			$	545			$	818
Nonaccruing restructured loans			-				-				-				-				-
Total troubled debt restructurings		$	306			$	377			$	533			$	545			$	818
30+ Delinq. % (a)			1.17	%			1.08	%			1.42	%			1.35	%			1.45	%
NPL %			0.04				0.38				0.21				0.42				0.59
Charge-offs %			2.95				3.64				3.39				2.78				3.36
Allowance / loans %			3.39	%			3.35	%			4.11	%			2.22	%			2.39	%
Allowance / charge-offs			1.15	x			0.93	x			1.25	x			0.86	x			0.73	x

NM - Not meaningful.

Loans are expressed net of unearned income.

(a) 30+ Delinquency % includes all accounts delinquent more than one month and still accruing interest.

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FIRST HORIZON NATIONAL CORPORATION

Allowance for Loan Losses

Management’s policy is to maintain the ALLL at a level sufficient to absorb estimated probable incurred losses in the loan portfolio. The total allowance for loan losses decreased 4 percent to $202.1 million on December 31, 2016, from $210.2 million on December 31, 2015. The ALLL as of December 31, 2016, reflects loan growth within the regional bank, strong asset quality with the consumer real estate portfolio continuing to stabilize, declining non-strategic balances, and the moderation of the pace of improvement from a year ago. The ratio of allowance for loan losses to total loans, net of unearned income, decreased to 1.03 percent on December 31, 2016, from 1.19 percent on December 31, 2015.

The provision for loan losses is the charge to earnings necessary to maintain the ALLL at a sufficient level reflecting management’s estimate of probable incurred losses in the loan portfolio. The provision for loan losses increased to $11.0 million in 2016 from $9.0 million in 2015.

FHN expects asset quality trends to remain relatively stable for the near term if the slow growth of the economy continues. The C&I portfolio is expected to continue to show stable trends but short-term variability (both positive and negative) is possible primarily due to the size of the credits within this portfolio. The CRE portfolio metrics should be relatively consistent as FHN expects stable property values over the near term; however, oversupply of any CRE product type, changes in the lending environment, or economic uncertainty could result in decreased property values (which could happen abruptly). The remaining non-strategic consumer real estate and permanent mortgage portfolios should continue to steadily wind down. Asset quality metrics within non-strategic may become skewed as the portfolio continues to shrink. Continued stabilization in performance of the consumer real estate portfolio assumes an ongoing economic recovery as consumer delinquency and loss rates are correlated with unemployment trends and strength of the housing market.

Consolidated Net Charge-offs

Overall, net charge-offs continue to be at historical lows. Net charge-offs decreased $12.0 million from 2015 to $19.2 million in 2016. The ALLL was 10.54 times net charge-offs for 2016 compared with 6.74 times net charge-offs for 2015.

The decline in consolidated net charge-offs was driven by the consumer portfolio which declined $12.4 million from 2015. The decline in consumer net charge-offs was largely driven by the consumer real estate portfolio as gross charge-offs have been lower but also due to overall improvement within the portfolio. Permanent mortgage net charge-offs declined $2.3 million in 2016 while credit card and other net charge-offs declined $2.2 million from a year ago. These declines were partially offset by a slight increase of $.4 million in total commercial net charge-offs.

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FIRST HORIZON NATIONAL CORPORATION

The following table provides consolidated asset quality information for the years 2012 through 2016:

Table 18 – Analysis of Allowance for Loan Losses and Charge-offs

(Dollars in thousands)	2016				2015				2014				2013				2012
Allowance for loan losses:
Beginning balance		$	210,242			$	232,448			$	253,809			$	276,963			$	384,351
Provision for loan losses			11,000				9,000				27,000				55,000				78,000
Charge-offs:
Commercial, financial, and industrial			18,460				22,406				20,492				22,936				30,887
Commercial real estate			1,371				3,550				3,741				3,502				19,977
Consumer real estate			21,993				30,068				45,391				73,642				147,918
Permanent mortgage			1,591				3,141				5,891				9,934				13,604
Credit card and other			14,224				16,691				14,931				11,404				12,624
Total charge-offs			57,639				75,856				90,446				121,418				225,010
Recoveries:
Commercial, financial, and industrial			6,795				13,339				9,666				12,487				11,151
Commercial real estate			1,927				1,876				4,150				4,275				4,475
Consumer real estate			23,719				23,895				22,824				21,360				17,770
Permanent mortgage			2,403				1,687				2,314				2,473				3,024
Credit card and other			3,621				3,853				3,131				2,669				3,202
Total recoveries			38,465				44,650				42,085				43,264				39,622
Net charge-offs			19,174				31,206				48,361				78,154				185,388
Ending balance		$	202,068			$	210,242			$	232,448			$	253,809			$	276,963
Reserve for unfunded commitments			5,312				5,926				4,770				3,017				4,145
Total of allowance for loan losses and reserve for unfunded commitments		$	207,380			$	216,168			$	237,218			$	256,826			$	281,108
Loans and commitments:
Total period end loans, net of unearned income		$	19,589,520			$	17,686,502			$	16,230,166			$	15,389,074			$	16,708,582
Remaining unfunded commitments		$	8,744,649			$	7,903,294			$	7,231,879			$	7,469,553			$	7,993,218
Average loans, net of unearned income		$	18,303,870			$	16,624,439			$	15,520,972			$	15,726,374			$	16,205,403
Reserve Rates
Total commercial loans
Allowance/loans %			0.86	%			0.82	%			0.83	%			1.07	%			1.17	%
Period End Loans % of Total Loans			73				68				63				59				60
Consumer real estate
Allowance/loans %			1.11				1.69				2.24				2.38				2.27
Period End Loans % of Total Loans			23				27				31				35				34
Permanent mortgage
Allowance/loans %			3.85				4.17				3.55				3.40				3.26
Period End Loans % of Total Loans			2				3				3				4				4
Credit card and other
Allowance/loans %			3.39				3.35				4.11				2.22				2.39
Period End Loans % of Total Loans			2				2				2				2				2
Allowance and net charge-off ratios
Allowance to total loans %			1.03				1.19				1.43				1.65				1.66
Net charge-offs to average loans %			0.10				0.19				0.31				0.50				1.14
Allowance to net charge-offs			10.54	x			6.74	x			4.81	x			3.25	x			1.49	x

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Nonperforming Assets

Nonperforming loans are loans placed on nonaccrual if it becomes evident that full collection of principal and interest is at risk, impairment has been recognized as a partial charge-off of principal balance due to insufficient collateral value and past due status, or on a case-by-case basis if FHN continues to receive payments, but there are other borrower-specific issues. Included in nonaccruals are loans in which FHN continues to receive payments, including residential real estate loans where the borrower has been discharged of personal obligation through bankruptcy and second liens, regardless of delinquency status, behind first liens that are 90 or more days past due, are bankruptcies, or are TDRs. These, along with foreclosed real estate, excluding foreclosed real estate from government insured mortgages, represent nonperforming assets (“NPAs”).

Total nonperforming assets (including NPLs HFS) decreased to $164.6 million on December 31, 2016, from $211.9 million on December 31, 2015. The nonperforming assets ratio (nonperforming assets excluding NPLs HFS to total period-end loans plus foreclosed real estate and other assets) decreased to .80 percent in 2016 from 1.15 percent in 2015 due to a 55 percent decrease in foreclosed real estate (excluding foreclosed real estate from government insured mortgages) and a 19 percent decline in portfolio nonperforming loans from December 31, 2015 to December 31, 2016. Portfolio nonperforming loans declined $33.5 million from December 31, 2015 to $145.6 million on December 31, 2016. The decline in nonperforming loans was primarily driven by a decrease within the consumer real estate portfolio. Consolidated nonperforming consumer real estate loans decreased $28.3 million in 2016 from $111.1 million in 2015. This decrease was largely driven by performing troubled debt restructurings (“TDRs”) returning to accrual status combined with a decline in balances of second-lien loans behind delinquent first-lien loans.

The ratio of the ALLL to NPLs in the loan portfolio was 1.39 times in 2016 compared to 1.17 times in 2015, driven by lower nonperforming loans. Certain nonperforming loans in both the commercial and consumer portfolios are deemed collateral-dependent and are charged down to an estimate of collateral value less costs to sell. Because loss content has been recognized through a partial charge-off, typically reserves are not recorded.

Table 19 – Nonaccrual/Nonperforming Loans, Foreclosed Assets, and Other Disclosures (a)

(Dollars in thousands)	December 31
	2016				2015				2014				2013				2012
Commercial:
Commercial, financial, and industrial		$	32,736			$	26,313			$	32,610			$	79,759			$	122,600
Commercial real estate			2,776				8,684				15,356				18,101				45,570
Total commercial			35,512				34,997				47,966				97,860				168,170
Consumer:
Consumer real estate			82,812				111,092				120,632				117,598				64,445
Permanent mortgage			27,181				31,652				34,078				38,171				32,721
Credit card & other (b)			142				1,357				763				1,397				1,698
Total consumer			110,135				144,101				155,473				157,166				98,864
Total nonperforming loans (c) (d)			145,647				179,098				203,439				255,026				267,034
Nonperforming loans held-for-sale (d)			7,741				7,846				7,643				61,139				51,385
Foreclosed real estate and other assets			11,235				24,977				30,430				45,753				41,767
Foreclosed real estate from GNMA loans			5,002				8,086				9,492				25,809				18,923
Total foreclosed real estate and other assets			16,237				33,063				39,922				71,562				60,690
Total nonperforming assets (d) (e)		$	164,623			$	211,921			$	241,512			$	361,918			$	360,186
Troubled debt restructurings (f):
Accruing restructured loans		$	203,445			$	198,059			$	231,109			$	246,894			$	243,884
Nonaccruing restructured loans (d) (g)			81,705				98,113				100,152				105,409				114,138
Total troubled debt restructurings (f)		$	285,150			$	296,172			$	331,261			$	352,303			$	358,022
Ratios:
Allowance to nonperforming loans in the loan portfolio (d)			1.39	x			1.17	x			1.14	x			1.00	x			1.04	x

(a)	Balances do not include PCI loans even though the customer may be contractually past due. PCI loans were recorded at fair value upon acquisition and accrete interest income over the remaining life of the loan.
(b)	Nonperforming loans in this category are primarily one-time-close construction loans.
(c)	Under the original terms of the loans, estimated interest income would have been approximately $8 million, $9 million, and $10 million during 2016, 2015 and 2014, respectively.
(d)	Excludes loans that are 90 or more days past due and still accruing interest.
(e)	Balances do not include PCI loans or government-insured foreclosed real estate.
(f)	Excludes TDRs that are classified as held-for-sale nearly all of which are accounted for under the fair value option.
(g)	Amounts also included in nonperforming loans above.

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The following table provides nonperforming assets by business segment:

Table 20 – Nonperforming Assets by Segment

(Dollars in thousands)	December 31
	2016				2015				2014				2013				2012
Nonperforming loans (a) (b)
Regional bank		$	51,839			$	58,152			$	67,699			$	91,922			$	133,749
Non-strategic			93,808				120,946				135,740				163,104				133,285
Consolidated		$	145,647			$	179,098			$	203,439			$	255,026			$	267,034
Foreclosed real estate (c)
Regional bank		$	5,081			$	16,298			$	20,451			$	28,806			$	13,726
Non-strategic			6,154				8,679				9,979				16,947				28,041
Consolidated		$	11,235			$	24,977			$	30,430			$	45,753			$	41,767
Nonperforming Assets (a) (b) (c)
Regional bank		$	56,920			$	74,450			$	88,150			$	120,727			$	147,475
Non-strategic			99,962				129,625				145,719				180,052				161,326
Consolidated		$	156,882			$	204,075			$	233,869			$	300,779			$	308,801
NPL %
Regional bank			0.29	%			0.36	%			0.48	%			0.74	%			1.03	%
Non-strategic			5.92	%			5.99	%			5.37	%			5.35	%			3.59	%
Consolidated			0.74	%			1.01	%			1.25	%			1.66	%			1.60	%
NPA % (d)
Regional bank			0.32	%			0.47	%			0.64	%			0.98	%			1.13	%
Non-strategic			6.29	%			6.39	%			5.74	%			5.88	%			4.32	%
Consolidated			0.80	%			1.15	%			1.44	%			1.95	%			1.84	%

(a)	Excludes loans that are 90 or more days past due and still accruing interest.
(b)	Excludes loans classified as held-for-sale.
(c)	Excludes foreclosed real estate and receivables related to government insured mortgages of $6.6 million, $9.0 million, $9.5 million, $25.8 million, and $18.9 million during 2016, 2015, 2014, 2013, and 2012, respectively.
(d)	Ratio is non-performing assets related to the loan portfolio to total loans plus foreclosed real estate and other assets.

Table 21 provides an activity rollforward of foreclosed real estate balances for December 31, 2016 and 2015. The balance of foreclosed real estate, exclusive of inventory from government insured mortgages, decreased to $11.2 million as of December 31, 2016, from $25.0 million as of December 31, 2015 as FHN has executed sales of existing foreclosed assets and continued efforts to avoid foreclosures by restructuring loans and working with borrowers. Additionally, property values have stabilized which also affect the balance of foreclosed real estate.

Table 21 – Rollforward of Foreclosed Real Estate

(Dollars in thousands)	2016				2015
Beginning balance, January 1 (a)		$	24,977			$	30,430
Valuation adjustments			(2,041	)			(2,868	)
New foreclosed property			9,347				12,530
Acquired foreclosed property			-				923
Disposals:
Single transactions			(21,048	)			(16,038	)
Ending balance, December 31 (a)		$	11,235			$	24,977

(a) Excludes foreclosed real estate and receivables related to government insured mortgages of $6.6 million and $9.0 million as of December 31, 2016 and 2015, respectively.

Past Due Loans and Potential Problem Assets

Past due loans are loans contractually past due as to interest or principal payments, but which have not yet been put on nonaccrual status. Loans in the portfolio that are 90 days or more past due and still accruing were $23.4 million on December 31, 2016, compared to $23.3 million on December 31, 2015. Loans 30 to 89 days

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past due decreased to $42.6 million on December 31, 2016, from $50.9 million on December 31, 2015. The decrease was largely driven by the commercial real estate and consumer real estate portfolios.

Potential problem assets represent those assets where information about possible credit problems of borrowers has caused management to have serious doubts about the borrower’s ability to comply with present repayment terms. This definition is believed to be substantially consistent with the standards established by the OCC for loans classified as substandard. Potential problem assets in the loan portfolio, which includes loans past due 90 days or more and still accruing, were $290.4 million on December 31, 2016, $255.4 million on September 30, 2016, and $208.7 million on December 31, 2015. The linked-quarter and year-over-year increase in potential problem assets was due to an increase in classified commercial loans driven by a few credits. The current expectation of losses from potential problem assets has been included in management’s analysis for assessing the adequacy of the allowance for loan losses.

Table 22 – Accruing Delinquencies and Other Credit Disclosures

(Dollars in thousands)	December 31
	2016			2015			2014			2013			2012
Loans past due 90 days or more and still accruing (a) (b):
Commercial:
Commercial, financial, and industrial		$	257		$	1,083		$	770		$	1,810		$	422
Commercial real estate			-			161			115			1,078			-
Total commercial			257			1,244			885			2,888			422
Consumer:
Consumer real estate			16,110			16,668			16,695			21,484			30,403
Permanent mortgage			5,428			3,991			5,640			6,129			9,592
Credit card & other			1,590			1,398			2,025			1,763			1,833
Total consumer			23,128			22,057			24,360			29,376			41,828
Total loans past due 90 days or more and still accruing (a) (b)		$	23,385		$	23,301		$	25,245		$	32,264		$	42,250
Loans 30 to 89 days past due		$	42,570		$	50,896		$	50,531		$	70,298		$	80,893
Loans 30 to 89 days past due – guaranteed (c)			89			-			175			187			47
Loans held-for-sale 30 to 89 days past due			6,462			7,133			6,895			14,538			15,333
Loans held-for-sale 30 to 89 days past due – guaranteed portion (c)			6,248			7,133			6,013			11,660			12,986
Loans held-for-sale 90 days past due (b)			14,868			17,230			25,455			37,599			34,002
Loans held-for-sale 90 days past due – guaranteed portion (b) (c)			14,657			17,131			24,255			35,118			31,699
Potential problem assets (d)		$	290,354		$	208,706		$	267,797		$	343,359		$	496,308

(a)	Excludes loans classified as held-for-sale.
(b)	Amounts are not included in nonperforming/nonaccrual loans.
(c)	Guaranteed loans include FHA, VA, and GNMA loans repurchased through the GNMA buyout program.
(d)	Includes past due loans.

Troubled Debt Restructuring and Loan Modifications

As part of FHN’s ongoing risk management practices, FHN attempts to work with borrowers when appropriate 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. In a situation where an economic concession has been granted to a borrower that is experiencing financial difficulty, FHN identifies and reports that loan as a Troubled Debt Restructuring (“TDR”). See Note 4 – Loans for further discussion regarding TDRs and loan modifications.

Commercial Loan Modifications

As part of FHN’s credit risk management governance processes, the Loan Rehab and Recovery Department (“LRRD”) is responsible for managing most commercial relationships with borrowers whose financial condition has deteriorated to such an extent that the credits are being considered for impairment, classified as substandard or worse, placed on nonaccrual status, foreclosed or in process of foreclosure, or in active or contemplated litigation. LRRD has the authority and responsibility to enter into workout and/or rehabilitation agreements with troubled

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commercial borrowers in order to mitigate and/or minimize the amount of credit losses recognized from these problem assets. While every circumstance is different, LRRD will generally use forbearance agreements (generally 6-12 months) as an element of commercial loan workouts, which include reduced interest rates, reduced payments, release of guarantor, or entering into short sale agreements.

The individual impairment assessments completed on commercial loans in accordance with the Accounting Standards Codification Topic related to Troubled Debt Restructurings (“ASC 310-40”) include loans classified as TDRs as well as loans that may have been modified yet not classified as TDRs by management. For example, a modification of loan terms that management would generally not consider to be a TDR could be a temporary extension of maturity to allow a borrower to complete an asset sale whereby the proceeds of such transaction are to be paid to satisfy the outstanding debt. Additionally, a modification that extends the term of a loan but does not involve reduction of principal or accrued interest, in which the interest rate is adjusted to reflect current market rates for similarly situated borrowers, is not considered a TDR. Nevertheless, each assessment will take into account any modified terms and will be comprehensive to ensure appropriate impairment assessment. If individual impairment is identified, management will either hold specific reserves on the amount of impairment, or, if the loan is collateral dependent, write down the carrying amount of the asset to the net realizable value of the collateral.

Consumer Loan Modifications

FHN does not currently participate in any of the loan modification programs sponsored by the U.S. government but does generally structure modified consumer loans using the parameters of the former Home Affordable Modification Program (“HAMP”). Generally, a majority of loans modified under any such proprietary programs are classified as TDRs.

Within the HELOC and R/E installment loans 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-to-income ratio. After 5 years, the interest rate generally returns to the original interest rate prior to modification; for certain modifications, the modified interest rate increases 2 percent per year until the original interest rate prior to modification is achieved. Permanent mortgage TDRs are typically modified by reducing the interest rate (in increments of 25 basis points to a minimum of 2 percent for up to 5 years) and a possible maturity date extension to reach an affordable housing debt-to-income ratio. After 5 years, the interest rate steps up 1 percent every year until it reaches the Federal Home Loan Mortgage Corporation Weekly Survey Rate cap. 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.

Following classification as a TDR, modified loans within the consumer portfolio, which were previously evaluated for impairment on a collective basis determined by their smaller balances and homogenous nature, become subject to the impairment guidance in ASC 310-10-35, which requires individual evaluation of the debt for impairment. However, as applicable accounting guidance allows, FHN may aggregate certain smaller-balance homogeneous TDRs and use historical statistics, such as aggregated charge-off amounts and average amounts recovered, along with a composite effective interest rate to measure impairment when such impaired loans have risk characteristics in common.

On December 31, 2016 and 2015, FHN had $285.2 million and $296.2 million portfolio loans classified as TDRs, respectively. For TDRs in the loan portfolio, FHN had loan loss reserves of $44.9 million and $50.1 million, or 16 percent of TDR balances, as of December 31, 2016 and 17 percent as of December 31, 2015, respectively. Additionally, FHN had $69.3 million and $71.5 million of HFS loans classified as TDRs as of December 31, 2016 and 2015, respectively. Total held-to-maturity TDRs decreased by $11.0 million with the majority of the decline attributable to consumer real estate and permanent mortgage loans partially offset by an increase in C&I. Generally, the volume of new TDRs, particularly within the consumer real estate and permanent mortgage portfolios, has substantially declined.

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The following table provides a summary of TDRs for the periods ended December 31, 2016 and 2015:

Table 23 – Troubled Debt Restructurings

(Dollars in thousands)	As of December 31, 2016			As of December 31, 2015
Held-to-maturity:
Permanent mortgage:
Current		$	73,500		$	79,501
Delinquent			2,751			3,930
Non-accrual (a)			17,675			19,030
Total permanent mortgage			93,926			102,461
Consumer real estate:
Current			100,383			100,638
Delinquent			4,618			4,216
Non-accrual (b)			48,459			60,830
Total consumer real estate			153,460			165,684
Credit card and other:
Current			288			361
Delinquent			18			16
Non-accrual			-			-
Total credit card and other			306			377
Commercial loans:
Current			21,887			9,397
Delinquent			-			-
Non-accrual			15,571			18,253
Total commercial loans			37,458			27,650
Total held-to-maturity		$	285,150		$	296,172
Held-for-sale:
Current		$	46,625		$	49,847
Delinquent			16,436			18,021
Non-accrual			6,283			3,664
Total held-for-sale			69,344			71,532
Total troubled debt restructurings		$	354,494		$	367,704

(a)	Balances as of December 31, 2016 and 2015, include $5.3 million and $4.8 million, respectively, of discharged bankruptcies.
(b)	Balances as of December 31, 2016 and 2015, include $15.3 million and $15.1 million, respectively, of discharged bankruptcies.

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RISK MANAGEMENT

FHN derives revenue from providing services and, in many cases, assuming and managing risk for profit which exposes the Company to business strategy and reputational, interest rate, liquidity, market, capital adequacy, operational, compliance, and credit risks that require ongoing oversight and management. FHN has an enterprise-wide approach to risk governance, measurement, management, and reporting including an economic capital allocation process that is tied to risk profiles used to measure risk-adjusted returns. Through an enterprise-wide risk governance structure and a statement of risk tolerance approved by the Board, management continually evaluates the balance of risk/return and earnings volatility with shareholder value.

FHN’s enterprise-wide risk governance structure begins with the Board. The Board, working with the Executive & Risk Committee of the Board, establishes the Company’s risk tolerance by approving policies and limits that provide standards for the nature and the level of risk the Company is willing to assume. The Board regularly receives reports on management’s performance against the Company’s risk tolerance primarily through the Board’s Executive & Risk and Audit Committees.

To further support the risk governance provided by the Board, FHN has established accountabilities, control processes, procedures, and a management governance structure designed to align risk management with risk-taking throughout the Company. The control procedures are aligned with FHN’s four components of risk governance: (1) Specific Risk Committees; (2) the Risk Management Organization; (3) Business Unit Risk Management; and (4) Independent Assurance Functions.

1.	Specific Risk Committees: The Board has delegated authority to the Chief Executive Officer (“CEO”) to manage Business Strategy and Reputation Risk, and the general business affairs of the Company under the Board’s oversight. The CEO utilizes the executive management team and the Executive Risk Management Committee to carry out these duties and to analyze existing and emerging strategic and reputation risks and determines the appropriate course of action. The Executive Risk Management Committee is comprised of the CEO and certain officers designated by the CEO. The Executive Risk Management Committee is supported by a set of specific risk committees focused on unique risk types (e.g. liquidity, credit, operational, etc). These risk committees provide a mechanism that assembles the necessary expertise and perspectives of the management team to discuss emerging risk issues, monitor the Company’s risk-taking activities, and evaluate specific transactions and exposures. These committees also monitor the direction and trend of risks relative to business strategies and market conditions and direct management to respond to risk issues.
2.	The Risk Management Organization: The Company’s risk management organization, led by the Chief Risk Officer and Chief Credit Officer, provides objective oversight of risk-taking activities. The risk management organization translates FHN’s overall risk tolerance into approved limits and formal policies and is supported by corporate staff functions, including the Corporate Secretary, Legal, Finance, Human Resources, and Technology. Risk management also works with business units and functional experts to establish appropriate operating standards and monitor business practices in relation to those standards. Additionally, risk management proactively works with business units and senior management to focus management on key risks in the Company and emerging trends that may change FHN’s risk profile. The Chief Risk Officer has overall responsibility and accountability for enterprise risk management and aggregate risk reporting.
3.	Business Unit Risk Management: The Company’s business units are responsible for identifying, acknowledging, quantifying, mitigating, and managing all risks arising within their respective units. They determine and execute their business strategies, which puts them closest to the changing nature of risks and they are best able to take the needed actions to manage and mitigate those risks. The business units are supported by the risk management organization that helps identify and consider risks when making business decisions. Management processes, structure, and policies are designed to help ensure compliance with laws and regulations as well as provide organizational clarity for authority, decision-making, and accountability. The risk governance structure supports and promotes the escalation of material items to executive management and the Board.

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4. Independent Assurance Functions: Internal Audit, Credit Assurance Services (“CAS”), and Model Validation provide an independent and objective assessment of the design and execution of the Company’s internal control system, including management processes, risk governance, and policies and procedures. These groups’ activities are designed to provide reasonable assurance that risks are appropriately identified and communicated; resources are safeguarded; significant financial, managerial, and operating information is complete, accurate, and reliable; and employee actions are in compliance with the Company’s policies and applicable laws and regulations. Internal Audit and CAS report to the Chief Audit Executive, who is appointed by and reports to the Audit Committee of the Board. Internal Audit reports quarterly to the Audit Committee of the Board, while CAS reports quarterly to the Executive & Risk Committee of the Board. Model Validation reports to the Chief Risk Officer and reports annually to the Audit Committee of the Board.

MARKET RISK MANAGEMENT

Market risk is the risk that changes in market conditions will adversely impact the value of assets or liabilities, or otherwise negatively impact FHN’s earnings. Market risk is inherent in the financial instruments associated with FHN’s operations, primarily trading activities within FHN’s fixed income segment, but also through non-trading activities which are primarily affected by interest rate risk that is managed by the Asset Liability Committee (“ALCO”) within FHN.

FHN is exposed to market risk related to the trading securities inventory maintained by its Fixed Income division in connection with its fixed income distribution activities. Market risk is the risk of loss in the value of the fixed income trading securities inventory due to changes in market prices. Various types of securities inventory positions are procured for distribution to customers by the sales staff. When these securities settle on a delayed basis, they are considered forward contracts. Refer to the “Determination of Fair Value – Trading securities and trading liabilities” section of Note 24 – Fair Value of Assets & Liabilities beginning on page 161 of this report, which section is incorporated into MD&A by this reference.

FHN’s market risk appetite is approved by the Executive and Risk Committee of the Board of Directors and executed through management policies and procedures of ALCO and the FTN Financial Risk Committee. These policies contain various market risk limits including, for example, overall balance sheet size limits for Fixed Income, VaR limits for the trading securities inventory, and individual position limits and sector limits for products with credit risk, among others. Risk measures are computed and reviewed on a daily basis to ensure compliance with market risk management policies.

VaR and Stress Testing

VaR is a statistical risk measure to estimate the potential loss in value from adverse market movements over an assumed fixed holding period within a stated confidence level. FHN employs a model to compute daily VaR measures for its trading securities inventory. FHN computes VaR using historical simulation with a 1-year lookback period at a 99 percent confidence level and 1-day and 10-day time horizons. Additionally, FHN computes a Stressed VaR (“SVaR”) measure. The SVaR computation uses the same model but with model inputs reflecting historical data from a continuous 12-month period that reflects a period of significant financial stress appropriate for our trading securities portfolio.

A summary of FHN’s VaR and SVaR measures for 1-day and 10-day time horizons is as follows:

Table 24 – VaR and SVaR Measures

(Dollars in thousands)	Year Ended December 31, 2016									As of December 31, 2016
	Mean			High			Low
1-day
VaR		$	821		$	1,745		$	393		$	932
SVaR			3,643			5,789			1,748			2,830
10-day
VaR			2,088			5,852			751			2,136
SVaR			11,671			18,483			3,263			6,443

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(Dollars in thousands)	Year Ended December 31, 2015									As of December 31, 2015
	Mean			High			Low
1-day
VaR		$	664		$	1,174		$	384		$	498
SVaR			3,184			5,727			1,628			2,263
10-day
VaR			1,788			3,452			742			990
SVaR			10,122			16,677			4,094			4,645

FHN’s overall VaR measure includes both interest rate risk and credit spread risk. Separate measures of these component risks are as follows:

Table 25 – Schedule of Risks Included in VaR

(Dollars in Thousands)	As of December 31, 2016						As of December 31, 2015
	1-day			10-day			1-day			10-day
Interest rate risk		$	917		$	1,771		$	451		$	553
Credit spread risk			537			1,391			443			841

The potential risk of loss reflected by FHN’s VaR measures assumes the trading securities inventory is static. Because FHN’s Fixed Income division procures fixed income securities for purposes of distribution to customers, its trading securities inventory turns over multiple times daily, on average. Additionally, Fixed Income traders actively manage the trading securities inventory continuously throughout each trading day. Accordingly, FHN’s trading securities inventory is highly dynamic, rather than static. As a result, it would be rare for Fixed Income to incur a negative revenue day in its fixed income activities of the level indicated by its VaR measurements.

In addition to being used in FHN’s daily market risk management process, the VaR and SVaR measures are also used by FHN in computing its regulatory market risk capital requirements in accordance with the Market Risk Capital rules. For additional information regarding FHN’s capital adequacy refer to the “Capital” section of this MD&A.

FHN also performs stress tests on its trading securities portfolio to calculate the potential loss under various assumed market scenarios. Key assumed stresses used in those tests are:

Down 25 bps – assumes an instantaneous downward move in interest rates of 25 basis points at all points on the interest rate yield curve.

Up 25 bps – assumes an instantaneous upward move in interest rates of 25 basis points at all points on the interest rate yield curve.

Curve flattening – assumes an instantaneous flattening of the interest rate yield curve through an increase in short-term rates and a decrease in long-term rates. The 2-year point on the Treasury yield curve is assumed to increase 15 basis points and the 10-year point on the Treasury yield curve is assumed to decrease 15 basis points. Shifts in other points on the yield curve are predicted based on their correlation to the 2-year and 10-year points.

Curve steepening – assumes an instantaneous steepening of the interest rate yield curve through a decrease in short-term rates and an increase in long-term rates. The 2-year point on the Treasury yield curve is assumed to decrease 15 basis points and the 10-year point on the Treasury yield curve is assumed to increase 15 basis points. Shifts in other points on the yield curve are predicted based on their correlation to the 2-year and 10-year points.

Credit spread widening – assumes an instantaneous increase in credit spreads (the difference between yields on Treasury securities and non-Treasury securities) of 25 basis points.

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Model Validation

Trading risk management personnel within Fixed Income have primary responsibility for model risk management with respect to the model used by FHN to compute its VaR measures and perform stress testing on the trading inventory. Among other procedures, these personnel monitor model results and perform periodic backtesting as part of an ongoing process of validating the accuracy of the model. These model risk management activities are subject to annual review by FHN’s Model Validation Group, an independent assurance group charged with oversight responsibility for FHN’s model risk management.

INTEREST RATE RISK MANAGEMENT

Interest rate risk is the risk to earnings or capital arising from movement in interest rates. ALCO is responsible for overseeing the management of existing and emerging interest rate risk in the company within risk tolerances established by the Board. FHN primarily manages interest rate risk by structuring the balance sheet to maintain a desired level of associated earnings, thereby preserving the value of FHN’s capital.

Net interest income and the financial condition of FHN are affected by changes in the level of market interest rates as the repricing characteristics of loans and other assets do not necessarily match those of deposits, other borrowings, and capital. When earning assets reprice more quickly than liabilities (when the balance sheet is asset-sensitive), net interest income will benefit in a rising interest rate environment and will be negatively impacted when interest rates decline. In the case of floating rate assets and liabilities with similar repricing frequencies, FHN may also be exposed to basis risk which results from changing spreads between earning and borrowing rates. At December 31, 2016 FHN’s balance sheet was in an asset-sensitive position.

Net Interest Income Simulation Analysis

The information provided in this section, including the discussion regarding the outcomes of simulation analysis and rate shock analysis, is forward-looking. Actual results, if the assumed scenarios were to occur, could differ because of interest rate movements, the ability of management to execute its business plans, and other factors, including those presented in the Forward-Looking Statements section of this MD&A.

Management uses a balance sheet simulation model to measure interest rate risk and to formulate strategies to improve balance sheet positioning, earnings, or both, within FHN’s interest rate risk, liquidity, and capital guidelines. Simulation analysis is the primary tool FHN uses to evaluate interest rate risk exposure. This type of analysis computes net interest income at risk under a variety of market interest rate scenarios to dynamically identify interest rate risk exposures exclusive of the potential impact on fee income. This risk management simulation, which considers forecasted balance sheet changes, prepayment speeds, deposit mix, pricing impacts, interest impact of derivatives, and other changes in the net interest spread, provides an estimate of the annual net interest income at risk for given changes in interest rates. The results help FHN develop strategies for managing exposure to interest rate risk. Like any risk management technique creating simulated outcomes for a range of given scenarios, interest rate simulation modeling is based on a number of assumptions and judgments. In this case, the assumptions relate primarily to loan and deposit growth or contraction, asset and liability prepayments, interest rates, and on- and off-balance sheet hedging strategies. Management believes the assumptions used and scenarios selected in its simulations are reasonable. Nevertheless, simulation modeling provides only a sophisticated estimate, not a precise calculation, of exposure to any given changes in interest rates.

The simulation model used to analyze net interest income creates various at-risk scenarios looking at assumed increases and/or decreases in interest rates from instantaneous and staggered movements over a certain time period. In addition, the risk of changes in the yield curve is estimated by flattening and steepening the yield curve to simulate net interest income exposure. Management reviews these different scenarios to determine alternative strategies and executes based on that evaluation. The models are regularly updated to incorporate management action. Any scenarios that indicate a change in net interest income of 3 percent or more from a base net interest income are presented to the Board quarterly.

Various scenarios are performed to measure risk to net interest income from rising rates, falling rates, and changes in the shape of the yield curve assuming a static balance sheet. Based on the rate sensitivity position on December 31, 2016, net interest income exposure over the next 12 months to a rate shock of plus 25 basis

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points, 50 basis points, 100 basis points, and 200 basis points is estimated to be a favorable variance of 1.3 percent, 2.5 percent, 4.7 percent, and 8.8 percent, respectively of base net interest income. A steepening yield curve scenario where long-term rates increase by 50 basis points and short-term rates are static, results in a favorable variance in net interest income of .9 percent of base net interest income. A flattening yield curve scenario where long-term rates decrease by 50 basis points and short-term rates are static, results in an unfavorable variance in net interest income of 1.2 percent of base net interest income. A rate shock of minus 25 basis points results in an unfavorable variance in net interest income of 2.7 percent of base net interest income. These hypothetical scenarios are used to create one estimate of risk, and do not necessarily represent management’s current view of future interest rates or market developments.

While the continuing low interest rate environment is not expected to have a significant impact on the capital position of FHN, the ability to expand net interest margin in this environment, without assuming additional credit risk, continues to be a challenge for FHN. Should the historically low interest rate environment persist, net interest margin will typically decline as yields on fixed rate loans and investment securities decrease due to the combination of asset prepayments and lower reinvestment rates. With core deposit rates near zero, there is little opportunity to offset the yield declines in fixed rate assets with corresponding declines in deposit rates.

Fair Value Shock Analysis

Interest rate risk and the slope of the yield curve also affect the fair value of Fixed Income’s trading inventory that is reflected in Fixed Income’s noninterest income.

Generally, low or declining interest rates with a positively sloped yield curve tend to increase Fixed Income’s income through higher demand for fixed income products. Additionally, the fair value of Fixed Income’s trading inventory can fluctuate as a result of differences between current interest rates and the interest rates of fixed income securities in the trading inventory.

Derivatives

In the normal course of business, FHN utilizes various financial instruments (including derivative contracts and credit-related agreements) to manage interest rate risk of certain term borrowings, and certain loans. The fixed income segment utilizes various financial instruments (including derivative contracts and credit-related agreements) to manage the risk of loss arising from adverse changes in the fair value of certain financial instruments generally caused by changes in interest rates including Fixed Income’s securities inventory, certain term borrowings, and certain loans. Additionally, Fixed Income or Regional Banking may enter into derivative contracts in order to meet customers’ needs. However, such derivative contracts are typically offset with a derivative contract entered into with an upstream counterparty in order to mitigate risk associated with changes in interest rates.

The simulation models and related hedging strategies discussed above exclude the dynamics related to how fee income and noninterest expense may be affected by actual changes in interest rates or expectations of changes. See Note 22 – Derivatives for additional discussion of these instruments.

CAPITAL MANAGEMENT AND ADEQUACY

The capital management objectives of FHN are to provide capital sufficient to cover the risks inherent in FHN’s businesses, to maintain excess capital to well-capitalized standards, and to assure ready access to the capital markets. The Capital Management Committee, chaired by the Senior Vice President of Treasury and Funds Management and Treasurer, reports to ALCO and is responsible for capital management oversight and provides a forum for addressing management issues related to capital adequacy. This committee reviews sources and uses of capital, key capital ratios, segment economic capital allocation methodologies, and other factors in monitoring and managing current capital levels, as well as potential future sources and uses of capital. The Capital Management Committee also recommends capital management policies, which are submitted for approval to ALCO and the Executive & Risk Committee and the Board as necessary.

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OPERATIONAL RISK MANAGEMENT

Operational risk is the risk of loss from inadequate or failed internal processes, people, or systems or from external events including data or network security breaches of FHN or of third parties affecting FHN or its customers. This risk is inherent in all businesses. Operational risk is divided into the following risk areas, which have been established at the corporate level to address these risks across the entire organization:

• Business Continuity Planning/Records Management

• Compliance/Legal

• Program Governance

• Fiduciary

• Financial Crimes (including Bank Secrecy Act, know your customer, security, and fraud)

• Financial (including disclosure, controls and procedures)

• Information Technology (including cybersecurity)

• Vendor

Management, measurement, and reporting of operational risk are overseen by the Operational Risk, Fiduciary, Financial Governance, FTN Financial Risk, and Investment Rationalization Board Committees. Key representatives from the business segments, operating units, and supporting units are represented on these committees as appropriate. These governance committees manage the individual operational risk types across the company by setting standards, monitoring activity, initiating actions, and reporting exposures and results. Key Committee activities and decisions are reported to the appropriate governance committee or included in the Enterprise Risk Report, a quarterly analysis of risk within the organization that is provided to the Executive and Risk Committee. Emphasis is dedicated to refinement of processes and tools to aid in measuring and managing material operational risks and providing for a culture of awareness and accountability.

COMPLIANCE RISK MANAGEMENT

Compliance risk is the risk of legal or regulatory sanctions, material financial loss, or loss to reputation as a result of failure to comply with laws, regulations, rules, related self-regulatory organization standards, and codes of conduct applicable to FHN’s activities. Management, measurement, and reporting of compliance risk are overseen by the Operational Risk Committee. Key executives from the business segments, legal, risk management, and service functions are represented on the Committee. Summary reports of Committee activities and decisions are provided to the appropriate governance committees. Reports include the status of regulatory activities, internal compliance program initiatives, and evaluation of emerging compliance risk areas.

CREDIT RISK MANAGEMENT

Credit risk is the risk of loss due to adverse changes in a borrower’s or counterparty’s ability to meet its financial obligations under agreed upon terms. FHN is subject to credit risk in lending, trading, investing, liquidity/funding, and asset management activities although lending activities have the most exposure to credit risk. The nature and amount of credit risk depends on the types of transactions, the structure of those transactions, collateral received, the use of guarantors and the parties involved.

FHN assesses and manages credit risk through a series of policies, processes, measurement systems, and controls. The Credit Risk Management Committee (“CRMC”) is responsible for overseeing the management of existing and emerging credit risks in the company within the broad risk tolerances established by the Board. The CRMC reports through the Executive Risk Management Committee. The Credit Risk Management function, led by the Chief Credit Officer, provides strategic and tactical credit leadership by maintaining policies, overseeing credit

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approval, assessing new credit products, strategies and processes, and managing portfolio composition and performance.

While the Credit Risk function oversees FHN’s credit risk management, there is significant coordination between the business lines and the Credit Risk function in order to minimize FHN’s credit risk and maintain strong asset quality. The Credit Risk function recommends portfolio, industry/sector, and individual customer limits for Board approval. Adherence to these approved limits is vigorously monitored by Credit Risk who provides recommendations to slow or cease lending to the business lines as commitments near established lending limits. Credit Risk also ensures subject matter experts are providing oversight, support and credit approvals, particularly in the specialty lending areas where industry-specific knowledge is required. Management emphasizes general portfolio servicing such that emerging risks are spotted early enough to correct potential deficiencies, prevent further credit deterioration, and mitigate credit losses.

The Credit Risk Management function assesses the asset quality trends and results, as well as lending processes, adherence to underwriting guidelines (portfolio-specific underwriting guidelines are discussed further in the Asset Quality Trends section), and utilizes this information to inform management regarding the current state of credit quality and as a factor of the estimation process for determining the allowance for loan losses. The CRMC reviews on a periodic basis various reports issued by assurance functions which provide an independent assessment of the adequacy of loan servicing, grading accuracy, and other key functions. Additionally, CRMC is presented with and discusses various portfolios, lending activity and lending-related projects.

All of the above activities are subject to independent review by FHN’s Credit Assurance Services Group. CAS reports to the Chief Audit Executive, who is appointed by and reports to the Audit Committee of the Board, and provides quarterly reports to the Executive & Risk Committee of the Board. CAS is charged with providing the Board and executive management with independent, objective, and timely assessments of FHN’s portfolio quality, credit policies, and credit risk management processes.

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LIQUIDITY RISK MANAGEMENT

ALCO also focuses on liquidity management: the funding of assets with liabilities of appropriate duration, while mitigating the risk of unexpected cash needs. ALCO and the Board of Directors have adopted a Liquidity Policy. The objective of the Liquidity Policy is to ensure that FHN meets its cash and collateral obligations promptly, in a cost-effective manner and with the highest degree of reliability. The maintenance of adequate levels of asset and liability liquidity should provide FHN with the ability to meet both expected and unexpected cash and collateral needs. Key liquidity ratios, asset liquidity levels and the amount available from funding sources are reported to ALCO on a regular basis. FHN’s Liquidity Policy establishes liquidity limits that are deemed appropriate for FHN’s risk profile.

In accordance with the Liquidity Policy, ALCO manages FHN’s exposure to liquidity risk through a dynamic, real time forecasting methodology. Base liquidity forecasts are reviewed by ALCO and are updated as financial conditions dictate. In addition to the baseline liquidity reports, robust stress testing of assumptions and funds availability are periodically reviewed. FHN maintains a contingency funding plan that may be executed, should unexpected difficulties arise in accessing funding that affects FHN, the industry as a whole, or both. Subject to market conditions and compliance with applicable regulatory requirements from time to time, funds are available from a number of sources including the available-for-sale securities portfolio, dealer and commercial customer repurchase agreements, access to the overnight and term Federal Funds markets, incremental borrowing capacity at the FHLB ($2.9 billion was available at December 31, 2016), brokered deposits, loan sales, syndications, and access to the Federal Reserve Banks.

Core deposits are a significant source of funding and have historically been a stable source of liquidity for banks. Generally, core deposits represent funding from a financial institutions’ customer base which provide inexpensive, predictable pricing. The Federal Deposit Insurance Corporation insures these deposits to the extent authorized by law. Generally, these limits are $250 thousand per account owner for interest bearing and non-interest bearing accounts. The ratio of total loans, excluding loans HFS and restricted real estate loans, to core deposits was 105 percent in 2016 compared to 100 percent in 2015.

FHN also may use unsecured short-term borrowings as a source of liquidity. Currently, the largest concentration of unsecured borrowings is federal funds purchased from bank correspondent customers. These funds are considered to be substantially more stable than funds purchased in the national broker markets for federal funds due to the long, historical, and reciprocal nature of banking services provided by FHN to these correspondent banks. The remainder of FHN’s wholesale short-term borrowings is securities sold under agreements to repurchase transactions accounted for as secured borrowings with Regional Banking’s business customers or Fixed Income’s broker dealer counterparties.

Both FHN and FTBNA may access the debt markets in order to provide funding through the issuance of senior or subordinated unsecured debt subject to market conditions and compliance with applicable regulatory requirements. In 2014, FTBNA issued $400 million of fixed rate senior notes due in December 2019. In October 2015, FHN issued $500 million of fixed rate senior notes due in December 2020. FHN also maintains $23.1 million of borrowings which are secured by residential real estate loans in a consolidated securitization trust.

Both FHN and FTBNA have the ability to generate liquidity by issuing preferred equity, and (for FHN) by issuing common equity, subject to market conditions and compliance with applicable regulatory requirements. In January 2013, FHN issued $100 million of Non-Cumulative Perpetual Preferred Stock, Series A. As of December 31, 2016, FTBNA and subsidiaries had outstanding preferred shares of $295.4 million, which are reflected as noncontrolling interest on the Consolidated Statements of Condition.

Parent company liquidity is primarily provided by cash flows stemming from dividends and interest payments collected from subsidiaries. These sources of cash represent the primary sources of funds to pay cash dividends to shareholders and principal and interest to debt holders of FHN. The amount paid to the parent company through FTBNA common dividends is managed as part of FHN’s overall cash management process, subject to applicable regulatory restrictions. Certain regulatory restrictions exist regarding the ability of FTBNA to transfer funds to FHN in the form of cash, common dividends, loans, or advances. At any given time, the pertinent portions of those regulatory restrictions allow FTBNA to declare preferred or common dividends without prior regulatory approval in an aggregate amount equal to FTBNA’s retained net income for the two most recent completed years plus the current year to date. For any period, FTBNA’s ‘retained net income’ generally is equal to FTBNA’s regulatory net income reduced by the preferred and common dividends declared by FTBNA. Excess dividends in either of the

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two most recent completed years may be offset with available retained net income in the two years immediately preceding it. Applying the applicable rules, FTBNA’s total amount available for dividends was negative $132.5 million as of December 31, 2016 and as of January 1, 2017, consequently, FTBNA could not pay common dividends to its sole common stockholder, FHN, or to its preferred shareholders without prior regulatory approval. FTBNA applied for and received approval from the OCC to declare and pay common dividends to FHN in first quarter 2017 in the amount of $40 million, and in the amounts of $250 million and $325 million in 2016 and 2015, respectively. FTBNA declared and paid preferred dividends in each quarter of 2016 and 2015, with OCC approval as necessary. Additionally, FTBNA declared preferred dividends in first quarter 2017, with OCC approval.

Payment of a dividend to shareholders of FHN is dependent on several factors which are considered by the Board. These factors include FHN’s current and prospective capital, liquidity, and other needs, applicable regulatory restrictions, and also availability of funds to FHN through a dividend from FTBNA. Additionally, the Federal Reserve and the OCC generally require insured banks and bank holding companies to pay cash dividends only out of current operating earnings. Consequently, the decision of whether FHN will pay future dividends and the amount of dividends will be affected by current operating results. FHN paid a cash dividend of $.07 per common share on January 3, 2017, and in January 2017 the Board approved a $.09 per common share cash dividend payable on April 3, 2017, to shareholders of record on March 10, 2017. FHN paid a cash dividend of $1,550.00 per preferred share on January 10, 2017, and in January 2017 the Board approved a $1,550.00 per preferred share cash dividend payable on April 10, 2017, to shareholders of record on March 24, 2017.

CREDIT RATINGS

FHN is currently able to fund a majority of the balance sheet through core deposits, which are generally not as sensitive to FHN’s credit ratings as other types of funding. However, maintaining adequate credit ratings on debt issues and preferred stock is critical to liquidity should FHN need to access funding from other sources, including from long-term debt issuances and certain brokered deposits, at an attractive rate. The availability and cost of funds other than core deposits is also dependent upon marketplace perceptions of the financial soundness of FHN, which include such factors as capital levels, asset quality, and reputation. The availability of core deposit funding is stabilized by federal deposit insurance, which can be removed only in extraordinary circumstances, but may also be influenced to some extent by the same factors that affect other funding sources. FHN’s credit ratings are also referenced in various respects in agreements with certain derivative counterparties as discussed in Note 22 – Derivatives.

The following table provides FHN’s most recent credit ratings:

Table 26 – Credit Ratings

	Standard & Poor’s (a)	Moody’s (b)	Fitch (c)
First Horizon National Corporation
Overall credit rating: Long-term/Short-term/Outlook	BBB-/--/Stable	Baa3/--/Stable	BBB-/F3/Positive
Long-term senior debt	BBB-	Baa3	BBB-
Subordinated debt	BB+	Baa3	BB+
Preferred stock	BB-	Ba2	B
First Tennessee Bank National Association
Overall credit rating: Long-term/Short-term/Outlook	BBB/A-2/Stable	Baa3/P-2/Stable	BBB-/F3/Positive
Long-term/short-term deposits	BBB/A-2	A3/P-2	BBB/F3
Long-term/short-term senior debt	BBB/A-2	Baa3/P-2	BBB-/F3
Subordinated debt	BBB-	Baa3	BB+
Preferred stock	BB	Ba2	B
FT Real Estate Securities Company, Inc.
Preferred stock	BB	Ba1

A rating is not a recommendation to buy, sell, or hold securities and is subject to revision or withdrawal at any time and should be evaluated independently of any other rating.

(a)	Last change in ratings/outlook was on December 15, 2016.
(b)	Last change in ratings was on May 14, 2015; ratings/outlook affirmed on December 29, 2015.
(c)	Last change in ratings was on December 13, 2012; ratings affirmed and outlook revised to positive on January 23, 2017.

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CASH FLOWS

The Consolidated Statements of Cash Flows provide information on cash flows from operating, investing, and financing activities for the years ended December 31, 2016, 2015, and 2014. The level of cash and cash equivalents increased $6.7 million during 2016 compared to a decrease of $40.3 million in 2015 and an increase of $243.5 million in 2014. During 2016 and 2014, cash provided by financing and operating activities were greater than cash used by investing activities, whereas during 2015 cash used by investing activities was more than cash provided by operating and financing activities.

Net cash provided by financing activities was $2.3 billion in 2016 compared to $111.0 million in 2015. In 2016, financing cash inflows were positively affected by a $2.7 billion increase in deposits, due in large part to increases in insured network deposits and commercial customer deposits, but were somewhat offset by $267.5 million in payments of long-term borrowings, which included the maturity of $250 million of subordinated notes. Additionally, share repurchases and dividend payments negatively affected financing cash flows in 2016, offsetting a portion of the increase in cash provided by financing activities. Net cash provided by operating activities was $181.1 million in 2016 compared to $367.0 million in 2015. Operating cash flows in 2016 were favorably driven by cash-related net income items, but were negatively affected by a $165.0 million cash contribution to the qualified pension plan in third quarter and net changes in operating assets and liabilities of $43.7 million. Net cash used by investing activities was $2.5 billion in 2016 compared to $518.4 million in 2015. Investing cash outflows in 2016 were primarily attributable to loan growth within the regional bank, including the purchase of $537.4 million UPB of franchise finance loans in third quarter. Additionally, a $457.2 million increase in interest-bearing cash, as well as net cash outflows related to the purchases of AFS securities and premises and equipment also negatively impacted investing cash flows in 2016.

Net cash used by investing activities was $518.4 million in 2015 compared to $1.5 billion in 2014. Cash outflows in 2015 were primarily attributable to loan growth within the regional bank and a $332.2 million net decrease in cash related to the available-for-sale securities portfolio, as purchases were greater than cash inflows from sales and maturities. These cash outflows were somewhat offset by a $1.0 billion decrease in interest-bearing cash which positively affected cash flows from investing activities. Net cash provided by operating activities was $367.0 million in 2015 compared to $704.7 million in 2014. Operating cash flows in 2015 were favorably driven by cash-related net income items and a $266.7 million net increase in cash related to fixed income activities, but were somewhat offset by cash outflows related to operating assets and liabilities of $118.0 million. Net cash provided by financing activities was $111.0 million in 2015 compared to $1.0 billion in 2014. In 2015 financing cash inflows were favorably impacted by a $1.6 billion increase in deposits, largely the result of an increase in commercial customer deposits and the timing of a new correspondent banking product which resulted in a shift in funding from short-term borrowings. Additionally, proceeds from the issuance of $500.0 million of senior notes in 2015 positively affected financing cash flows. These inflows were partially offset by cash outflows related to long-term debt, including the maturity of $500 million of senior notes and $304 million of subordinated notes, as well as the redemption of $206 million of junior subordinated debt underlying trust preferred securities. Additionally, an $816.3 million decrease in short-term borrowings, due in part to the shift in funding associated with the new product offering in correspondent banking previously mentioned, as well as dividends paid and share repurchases negatively impacted cash from financing activities in 2015.

Net cash provided by financing activities was $1.0 billion in 2014. In 2014, financing cash was positively affected by an increase in deposits and the issuance of senior notes, but was partially offset by payments of long-term borrowings related to the collapse/resolution of two securitization trusts which negatively affected financing cash flows. Additionally cash dividends and share repurchases negatively impacted financing cash flows in 2014. Net cash provided by operating activities was $704.7 million in 2014. Operating cash flows in 2014 were positively affected by cash proceeds from the sale of mortgage loans HFS, cash-related net income items, cash proceeds from MSR sales, and $172.3 million of changes in cash related to operating assets and liabilities. However, these increases were partially offset by a $167.1 million net decrease in cash related to fixed income activities which negatively impacted operating cash flows. Net cash used by investing activities was $1.5 billion in 2014. In 2014, an increase in loan balances and interest-bearing cash, as well as a $116.0 million net decrease in cash associated with the AFS securities portfolio negatively affected cash provided by investing activities, but was partially offset by $413.4 million received from the branch acquisition.

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REPURCHASE OBLIGATIONS, OFF-BALANCE SHEET ARRANGEMENTS, AND OTHER CONTRACTUAL OBLIGATIONS

Obligations from Legacy Mortgage Businesses

Overview

Prior to September 2008 FHN originated loans through its legacy mortgage business, primarily first lien home loans, with the intention of selling them. Sales typically were effected either as non-recourse whole loan sales or through non-recourse proprietary securitizations. Conventional conforming single-family residential mortgage loans were sold predominately to two GSEs: Fannie Mae and Freddie Mac. Also, federally insured or guaranteed whole loans were pooled, and payments to investors were guaranteed through Ginnie Mae. Many mortgage loan originations, especially nonconforming mortgage loans, were sold to investors, or certificate-holders, predominantly through FH proprietary securitizations but also, to a lesser extent, through other whole loans sold to private non-Agency purchasers. FHN used only one trustee for all of its FH proprietary securitizations. FHN also originated mortgage loans eligible for FHA insurance or VA guaranty. In addition, FHN originated and sold HELOCs and second lien mortgages through other whole loans sold to private purchasers and, to a lesser extent, through FH proprietary securitizations. Currently, only one FH securitization of HELOCs remains outstanding.

For non-recourse loan sales, FHN has exposure for repurchase of loans, make-whole damages, or other related damages, arising from claims that FHN breached its representations and warranties made at closing to the purchasers, including GSEs, other whole loan purchasers, and the trustee of FH proprietary securitizations.

During the time these legacy activities were conducted, FHN frequently sold mortgage loans “with servicing retained.” As a result, FHN accumulated substantial amounts of MSR on its balance sheet, as well as contractual servicing obligations and related deposits and receivables. FHN conducted a significant servicing business under its First Horizon Home Loans brand.

MI was required by GSE rules for certain of the loans sold to GSEs and was also provided for certain of the loans that were securitized. MI generally was provided for first lien loans sold or securitized having an LTV ratio at origination of greater than 80 percent.

In 2007, market conditions deteriorated to the point where mortgage-backed securitizations could no longer be sold economically; FHN’s last securitization occurred that year. FHN continued selling mortgage loans to GSEs until August 31, 2008, when FHN sold its national mortgage origination and servicing platforms along with a portion of its servicing assets and obligations. FHN then contracted to have its remaining servicing obligations sub-serviced. Since the platform sale FHN has sold substantially all remaining servicing assets and obligations in several transactions, concluding in 2014.

Certain mortgage-related terms used in this section are defined in “Mortgage-Related Glossary” below.

Repurchase and Make-Whole Obligations

Starting in 2009 FHN received a high number of claims either to repurchase loans from the purchaser or to pay the purchaser to “make them whole” for economic losses incurred. These claims have been driven primarily by loan delinquencies. In repurchase or make-whole claims a loan purchaser typically asserts that specified loans violated representations and warranties FHN made when the loans were sold. A significant majority of claims received overall have come from GSEs, and the remainder are from purchasers of other whole loan sales. FHN has not received a loan repurchase or make-whole claim from the FH proprietary securitization trustee.

Generally, FHN reviews each claim and MI cancellation notice individually. FHN’s responses include appeal, provide additional information, deny the claim (rescission), repurchase the loan or remit a make-whole payment, or reflect cancellation of MI.

After several years resolving repurchase and make-whole claims with each GSE on a loan-by-loan basis, in 2013 and 2014 FHN entered into DRAs with the GSEs, resolving a large fraction of potential claims. Starting in 2014 the overall number of such claims diminished substantially, primarily as a result of the DRAs. Each DRA resolved obligations associated with loans originated from 2000 to 2008, but certain obligations and loans were excluded. Under each DRA, FHN remains responsible for repurchase obligations related to certain excluded defects (such as

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title defects and violations of the GSE’s Charter Act) and FHN continues to have loan repurchase or monetary compensation obligations under the DRAs related to private mortgage insurance rescissions, cancellations, and denials (with certain exceptions). FHN also has exposure related to loans where there has been a prior bulk sale of servicing, as well as certain other whole-loan sales. With respect to loans where there has been a prior bulk sale of servicing, FHN is not responsible for MI cancellations and denials to the extent attributable to the acts of the current servicer.

While large portions of repurchase claims from the GSEs were settled with the DRAs, large-scale settlement of repurchase, make-whole, and indemnity claims with non-Agency claimants is not practical. Those claims are resolved case by case or, occasionally, with less-comprehensive settlements. In second quarter 2016, in the largest such settlement to date, FHN settled certain claims which resulted in the reversal of $31.4 million of mortgage repurchase and foreclosure provision expense. Such claims that are not resolved by the parties can, and sometimes have, become litigation.

FH Proprietary Securitization Actions

FHN has potential financial exposure from FH proprietary securitizations outside of the repurchase/make-whole process. Several investors in certificates sued FHN and others starting in 2009, and several underwriters or other counterparties have demanded that FHN indemnify and defend them in securitization lawsuits. The pending suits generally assert that disclosures made to investors in the offering and sale of certificates were legally deficient. A number of those matters have settled or otherwise been resolved. See Note 17 – Contingencies and Other Disclosures for a discussion of certain actions pending against FHN in relation to FH proprietary securitizations.

Servicing Obligations

FHN’s national servicing business was sold as part of the platform sale in 2008. A significant amount of MSR was sold at that time, and a significant amount was retained. The related servicing activities, including foreclosure and loss mitigation practices, not sold in 2008 were outsourced through a three-year subservicing arrangement (the “2008 subservicing agreement”) with the platform buyer (the “2008 subservicer”). The 2008 subservicing agreement expired in 2011 when FHN entered into a replacement agreement with a new subservicer (the “2011 subservicer”). In fourth quarter 2013, FHN contracted to sell a substantial majority of its remaining servicing obligations and servicing assets (including advances) to the 2011 subservicer. The servicing was transferred to the buyer in stages, and was substantially completed in first quarter 2014. The servicing still retained by FHN continues to be subserviced.

As servicer, FHN had contractual obligations to the owners of the loans (primarily GSEs) and securitization trustees to handle billing, custodial, and other tasks related to each loan. Each subservicer undertook to perform those obligations on FHN’s behalf during the applicable subservicing period, although FHN legally remained the servicer of record for those loans that were subserviced.

The 2008 subservicer has been subject to a consent decree, and entered into a settlement agreement, with regulators related to alleged deficiencies in servicing and foreclosure practices. The 2008 subservicer has made demands of FHN, under the 2008 subservicing agreement, to pay certain resulting costs and damages totaling $43.5 million. FHN disagrees with those demands and has made no payments. This disagreement has the potential to result in litigation and, in any such future litigation, the claim against FHN may be substantial.

A certificate holder has contacted FHN, threatening to make claims based on alleged deficiencies in servicing loans held in certain FH proprietary securitization trusts. The holder has sued the FH securitization trustee, but (to date) has not sued FHN. FHN cannot predict how this inquiry, or the Trustee suit, will proceed nor whether any claim or suit, if made or brought against FHN, will be material to FHN.

Origination Data

From 2005 through 2008, FHN originated and sold $69.5 billion of mortgage loans to the Agencies. This includes $57.6 billion of loans sold to GSEs and $11.9 billion of loans guaranteed by Ginnie Mae. Although FHN conducted these businesses before 2005, GSE loans originated in 2005 through 2008 account for a substantial majority of all repurchase requests/make-whole claims received since the 2008 platform sale.

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From 2005 through 2007, $26.7 billion of mortgage loans were included in FH proprietary securitizations. On December 31, 2016, the remaining UPB of loans held in FH proprietary securitizations was $3.9 billion, comprised of $2.8 billion of Alt-A loans and $1.1 billion of Jumbo loans.

Mortgage-Related Glossary

Agencies	the two GSEs and Ginnie Mae	HELOC	home equity line of credit
certificates	securities sold to investors representing interests in mortgage loan securitizations	HUD	Dept. of Housing and Urban Development
DOJ	U.S. Department of Justice	LTV	loan-to-value, a ratio of the loan amount divided by the home value
DRA	definitive resolution agreement with a GSE	MI	private mortgage insurance, insuring against borrower payment default
Fannie Mae, Fannie, FNMA	Federal National Mortgage Association	MSR	mortgage servicing rights
FH proprietary securitization	securitization of mortgages sponsored by FHN under its First Horizon brand	nonconforming loans	loans that did not conform to Agency program requirements
FHA	Federal Housing Administration	other whole loans sold	mortgage loans sold to private, non-Agency purchasers
Freddie Mac, Freddie, FHLMC	Federal Home Loan Mortgage Corporation	2008 platform sale, platform sale, 2008 sale	FHN’s sale of its national mortgage origination and servicing platforms in 2008
Ginnie Mae, Ginnie, GNMA	Government National Mortgage Association	pipeline or active pipeline	pipeline of mortgage repurchase, make-whole, & certain related claims against FHN
GSEs	Fannie Mae and Freddie Mac	VA	Veterans Administration

Active Pipeline

FHN accumulates the amount of repurchase requests, make-whole claims, and certain other related claims into the “active pipeline.” The active pipeline includes the amount of claims for loan repurchase, make-whole payments, loans as to which MI has been canceled, and information requests from purchasers of loans originated and sold through FHN’s legacy mortgage banking business. MI was required for certain of the loans sold to GSEs or that were securitized. Although unresolved MI cancellation notices are not formal repurchase requests, FHN includes those loans in the active pipeline. Additionally, FHN is responsible for covering losses for purchasers to the extent there is a shortfall in MI insurance coverage (MI curtailment). Generally, the amount of a loan subject to a repurchase/make-whole claim, or with open MI issues, remains in the active pipeline throughout the resolution process with a claimant. During the last several years the active pipeline has steadily decreased, due in part to settlements and other resolutions, but also due to significant reductions in inflows. On December 31, 2016, the active pipeline was $51.7 million, down from $167.3 million a year ago.

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The following table provides the number and unpaid principal amount of loans in the active repurchase request pipeline, including related unresolved MI notices and other requests as of December 31, 2016 and 2015:

Table 27 – Active Pipeline

(Dollars in thousands)	December 31, 2016					December 31, 2015
	Number		Amount			Number		Amount
Repurchase/make whole requests:
Agencies		23		$	4,196		127		$	24,461
Non-Agency whole loan-related		126			19,214		131			19,971
MI		147			23,171		558			95,019
Other requests (a)		37			5,122		190			27,881
Total		333		$	51,703		1,006		$	167,332

(a) Other requests typically include requests for additional information from both GSE and non-GSE purchasers.

During 2016, the active pipeline decreased $115.6 million to $51.7 million on December 31, 2016. The decrease in the active pipeline was primarily related to the settlement of certain repurchase claims in second quarter 2016. On December 31, 2016, Agencies accounted for approximately 60 percent of the total active pipeline, inclusive of MI cancellation notices, MI curtailments, and all other claims. MI curtailment requests, the largest portion of the active pipeline, are intended only to cover the shortfall in MI insurance proceeds. As a result FHN’s loss from MI curtailments as a percentage of UPB generally is significantly lower than that of a repurchase or make-whole claim. At December 31, 2016, the active pipeline contained no loan repurchase or make-whole requests from the FH proprietary securitization trustee related to first lien mortgage loans based on claims related to breaches of representations and warranties related to origination.

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Repurchase Accrual Methodology

Over the past several years FHN’s approach for determining the adequacy of the repurchase and foreclosure reserve has evolved, sometimes substantially, based on changes in information available. Repurchase/make-whole rates vary based on purchaser, vintage, and claim type. For those loans repurchased or covered by a make-whole payment, cumulative average loss severities range between 50 and 60 percent of the UPB.

Repurchase Accrual Approach

Repurchase/Make-whole and Damages obligations and estimates for probable incurred losses associated with loan populations excluded from the DRAs are significant components of FHN’s remaining repurchase liability as of December 31, 2016. Other components of that liability primarily relate to other whole loans sold, MI rescissions, and loans included in bulk servicing sales effected prior to the DRAs.

In determining the loss content of GSE loans subject to repurchase requests excluded from the DRAs (primarily loans included in bulk sales), FHN applies a vintage level estimate of loss to all loans sold to the GSEs that were not included in the settlements and which have not had a prior repurchase resolution. First, pre-payment, default, and claim rate estimates are applied by vintage to estimate the aggregate claims expected but not yet resolved. Historical loss factors for each sale vintage and repurchase rates are then applied to estimate total loss content. Loss content related to other whole loan sales is estimated by applying the historical average repurchase and loss severity rates to the current UPB in the active pipeline to calculate estimated losses attributable to the current pipeline. FHN then uses an internal model to calculate loss content by applying historical average repurchase and loss severity rates to historical average inflows. For purposes of estimating loss content, FHN also considers MI cancellations. When assessing loss content related to loans where MI has been cancelled, FHN applies historical loss factors (including repurchase rates and loss severity ratios) to the total unresolved MI cancellations in the active pipeline, as well as applying these factors to historical average inflows to estimate loss content. Additionally, FHN identifies estimated losses related to MI curtailment requests. Management also evaluates the nature of claims from purchasers and/or servicers of loans sold to determine if qualitative adjustments are appropriate.

Repurchase and Foreclosure Liability

The repurchase and foreclosure liability is comprised of reserves to cover estimated loss content in the active pipeline, as well as estimated loss content related to certain known claims not currently included in the active pipeline. FHN compares the estimated probable incurred losses determined under the applicable loss estimation approaches described above for the respective periods with current reserve levels. Changes in the estimated required liability levels are recorded as necessary through the repurchase and foreclosure provision.

The following table provides a rollforward of the legacy mortgage repurchase liability during 2016 and 2015:

Table 28 – Reserves for Repurchase and Foreclosure Losses

(Dollars in thousands)	2016				2015
Legacy Mortgage
Beginning balance		$	114,947			$	119,404
Provision for repurchase and foreclosure losses (a)			(32,722	)			-
Net realized losses			(16,916	)			(4,457	)
Balance on December 31		$	65,309			$	114,947

(a) In second quarter 2016, FHN settled certain repurchase claims which resulted in the reversal of $31.4 million of mortgage repurchase and foreclosure provision. The remaining amount relates to recoveries associated with certain claims.

Government-Backed Mortgage Lending Programs

FHN’s FHA and VA program lending was substantial prior to the 2008 platform sale, and has continued at a much lower level since then. As lender, FHN made certain representations and warranties as to the compliance of the loans with program requirements. Over the past several years, most recently in first quarter 2015, FHN occasionally has recognized significant losses associated with settling claims and potential claims by government agencies, and by private parties asserting claims on behalf of agencies, related to these origination activities. At

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December 31, 2016, FHN had not accrued a liability for any matter related to these government lending programs, and no pending or known threatened matter related to these programs represented a material loss contingency described in Note 17 – Contingencies and Other Disclosures.

Other FHN Mortgage Exposures

At December 31, 2016, FHN had not accrued a liability for exposure for repurchase of first-lien loans related to FH proprietary securitizations arising from claims from the trustee that FHN breached its representations and warranties in FH proprietary securitizations at closing. FHN’s trustee is a defendant in lawsuits in which the plaintiffs have asserted that the trustee has duties to review loans and otherwise to act against loan originators and loan servicers, including FHN, outside of the duties specified in the applicable trust documents; FHN is not a defendant and is not able to assess what, if any, exposure FHN may have as a result of them.

FHN is defending, directly or as indemnitor, certain pending lawsuits brought by purchasers of certificates in FH proprietary securitizations or their assignees. FHN believes a new lawsuit based on federal securities claims that offering disclosures were deficient cannot be brought at this time due to the running of applicable limitation periods, but other investor claims, based on other legal theories, might still be possible. Due to the sales of MSR from 2008 through 2014, FHN has limited visibility into current loan information such as principal payoffs, refinance activity, delinquency trends, and loan modification activity.

Many non-GSE purchasers of whole loans from FHN included those loans in their own securitizations. Regarding such other whole loans sold, FHN made representations and warranties concerning the loans and provided indemnity covenants to the purchaser/securitizer. Typically the purchaser/securitizer assigned key contractual rights against FHN to the securitization trustee. As mentioned above, repurchase, make-whole, indemnity, and other monetary claims related to specific loans are included in the active pipeline and repurchase reserve. In addition, currently the following categories of actions are pending which involve FHN and other whole loans sold: (i) FHN has received indemnification requests from purchasers of loans or their assignees in cases where FHN is not a defendant; (ii) FHN has received subpoenas seeking loan reviews in cases where FHN is not a defendant; (iii) FHN has received repurchase demands from purchasers or their assignees; and (iv) FHN is a defendant in legal actions involving FHN-originated other whole loans sold. At December 31, 2016, FHN’s repurchase and foreclosure liability included certain known exposures from other whole loans sold.

Certain government entities have subpoenaed information from FHN and others. These entities include the FDIC (on behalf of certain failed banks) and the FHLBs of San Francisco, Atlanta, and Seattle, among others. These entities purport to act on behalf of several purchasers of FH proprietary securitizations, and of non-FH securitizations which included other whole loans sold. Collectively, the subpoenas seek information concerning: a number of FH proprietary securitizations and/or underlying loan originations; and originations of certain other whole loans sold which, in many cases, were included by the purchaser in its own securitizations. Some subpoenas fail to identify the specific investments made or loans at issue. Moreover, FHN has limited information regarding at least some of the loans under review. Unless and until a review (if related to specific loans) becomes an identifiable repurchase claim, the associated loans are not considered part of the active pipeline.

Other Contractual Obligations

Pension obligations are funded by FHN to provide current and future benefits to participants in FHN’s noncontributory, defined benefit pension plan. On December 31, 2016, the annual measurement date, pension obligations (representing the present value of estimated future benefit payments), including obligations of the unfunded plans, were $804.5 million with $778.9 million of assets (measured at current fair value) in the qualified plan’s trust to fund the qualified plan’s obligations. The discount rate for 2016 of 4.39 percent for the qualified pension plan and 4.07 percent for the nonqualified supplemental executive retirement plan was determined by using a hypothetical AA yield curve represented by a series of annualized individual discount rates from one-half to thirty years. The discount rates for the pension and nonqualified supplemental executive retirement plans are selected based on data specific to FHN’s plans and participant populations. See Note 18 – Pension, Savings, and Other Employee Benefits for additional information. As of December 31, 2016, the plan assets exceeded the projected benefit obligation and the accumulated benefit obligation for the qualified pension plan. Decisions to contribute to the plan are based upon pension funding requirements under the Pension Protection Act, the

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maximum amount deductible under the Internal Revenue Code, the actual performance of plan assets, and trends in the regulatory environment. FHN contributed $165 million to the qualified pension plan in third quarter 2016. No contributions were made to the qualified pension plan in 2015. Management has assessed the need for future contributions, and does not currently anticipate that FHN will make a contribution to the qualified pension plan in 2017.

The nonqualified pension plans and other postretirement benefit plans, excluding the retiree medical plan, are unfunded. Benefit payments under the non-qualified plans were $5.3 million in 2016. FHN anticipates 2017 benefit payments to be $5.0 million.

FHN has various other financial obligations which may require future cash payments. The following table sets forth contractual obligations representing required and potential cash outflows as of December 31, 2016. Purchase obligations represent obligations under agreements to purchase goods or services that are enforceable and legally binding on FHN and that specify all significant terms, including fixed or minimum quantities to be purchased; fixed, minimum, or variable price provisions; and the approximate timing of the transaction. In addition, FHN enters into commitments to extend credit to borrowers, including loan commitments, standby letters of credit, and commercial letters of credit. These commitments do not necessarily represent future cash requirements in that these commitments often expire without being drawn upon and are not included in the table.

Table 29 – Contractual Obligations

(Dollars in thousands)	Payments due by period (a)
	Less than 1 year			1 year - < 3 years			3 years - < 5 years			After 5 years			Total
Contractual obligations:
Time deposit maturities (b) (c)		$	960,031		$	241,796		$	129,077		$	24,229		$	1,355,133
Term borrowings (b) (d)			-			407,401			500,000			145,637			1,053,038
Annual rental commitments under noncancelable leases (b) (e)			18,847			30,856			23,958			42,742			116,403
Purchase obligations			62,273			53,069			19,172			8,456			142,970
Total contractual obligations		$	1,041,151		$	733,122		$	672,207		$	221,064		$	2,667,544

(a)	Excludes a $4.2 million liability for unrecognized tax benefits as the timing of payment cannot be reasonably estimated.
(b)	Amounts do not include interest.
(c)	See Note 8 – Time Deposit Maturities for further details.
(d)	See Note 10 – Term Borrowings for further details.
(e)	See Note 6 – Premises, Equipment and Leases for further details.

MARKET UNCERTAINTIES AND PROSPECTIVE TRENDS

FHN’s future results could be affected both positively and negatively by several known trends. Key among those are FHN’s strategic initiatives, changes in the U.S. economy and outlook, government actions affecting interest rates, and changes in federal policies following the 2016 elections. In addition, legacy matters in the non-strategic segment are likely to continue to impact FHN’s quarterly results in ways which are both difficult to predict and unrelated to current operations.

FHN has prioritized expense discipline not only to include reducing or controlling certain expenses, but also to include investing in revenue-producing activities and critical infrastructure. FHN has committed to organic growth through key hires, targeted incentives, and other traditional means. FHN has actively pursued acquisition opportunities while maintaining a disciplined approach to valuations; to date all which closed have been moderate in size. FHN has been and remains amenable to a much more impactful acquisition, including a merger of equals, if an appropriate opportunity can be found.

Performance by FHN, and the entire U.S. financial services industry, is affected considerably by the overall health of the U.S. economy. The most recent recession ended in 2009. Growth during the economic expansion since 2009 has been muted, compared to earlier recoveries, and somewhat inconsistent from one quarter to the next. Though the economic expansion is nearly 8 years old, currently the U.S. economy does not appear to be

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weakening or falling back into recession. A continuation of the current expansion would support, rather than hinder, future loan and other financial activity growth by our customers.

The Federal Reserve has raised short term interest rates modestly in the past two years, and has signaled a willingness in 2017 to accelerate a transition to a more conventional interest rate environment, depending mainly upon economic data and trends. If the Fed in fact raises rates somewhat more quickly than in the past two years (because economic data shows continued or accelerated growth, for example), FHN’s net interest margin in the future likely would continue 2016’s improving trend. In addition, volatility in interest rates and a steepening yield curve should bolster activity within FHN’s fixed income business. If the data show a risk of lower growth or recession, however, rates may stall or even be lowered, which would adversely impact FHN’s net interest margin and could dampen fixed income activity.

U.S. federal policies are likely to change starting in 2017, based on statements by politicians following the 2016 elections. While FHN cannot predict how new legislation or regulatory actions will unfold, those which currently seem the most likely to be impactful to FHN are: corporate tax reform; regulatory reform generally, which can impact the economy and FHN’s customers; and regulatory reform within the financial services industry.

Lastly, while FHN has made significant progress in resolving matters from the legacy mortgage business, several matters remain unresolved. The timing or financial impact of resolution of these matters, most of which are in litigation, cannot be predicted with accuracy. Accordingly, the non-strategic segment is expected to occasionally and unexpectedly impact FHN’s overall quarterly results negatively or positively with reserve accruals or releases. Also, although new legacy matters of significance arise at a much slower pace than in years past and some formerly common legal claims no longer can be made due to the passage of time, potential for new legacy matters remains.

Foreclosure Practices

All lenders are affected by the heightened regulation of servicing, foreclosure, and loss mitigation practices, at both federal and state levels, implemented since 2009. In addition, FHN retains exposure for potential deficiencies in servicing related to its legacy servicing business and subservicing arrangements. Further details regarding these legacy matters are provided in “Obligations from Legacy Mortgage Businesses – Overview – Servicing Obligations” under “Repurchase Obligations, Off-Balance Sheet Arrangements, and Other Contractual Obligations.”

CRITICAL ACCOUNTING POLICIES

APPLICATION OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES

FHN’s accounting policies are fundamental to understanding management’s discussion and analysis of financial condition and results of operations. The Consolidated Financial Statements of FHN are prepared in conformity with accounting principles generally accepted in the United States of America and follow general practices within the industries in which it operates. The preparation of the financial statements requires management to make certain judgments and assumptions in determining accounting estimates. An accounting estimate is considered critical if: (1) the estimate requires management to make assumptions about matters that were highly uncertain at the time the accounting estimate was made and (2) different estimates reasonably could have been used in the current period, or changes in the accounting estimate are reasonably likely to occur from period to period, that would have a material impact on the presentation of FHN’s financial condition, changes in financial condition, or results of operations.

It is management’s practice to discuss critical accounting policies with the Board of Directors’ Audit Committee including the development, selection, and disclosure of the critical accounting estimates. Management believes the following critical accounting policies are both important to the portrayal of the company’s financial condition and results of operations and require subjective or complex judgments. These judgments about critical accounting estimates are based on information available as of the date of the financial statements.

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ALLOWANCE FOR LOAN LOSSES

Management’s policy is to maintain the ALLL at a level sufficient to absorb estimated probable incurred losses in the loan portfolio. Management performs periodic and systematic detailed reviews of its loan portfolio to identify trends and to assess the overall collectability of the loan portfolio. Accounting standards require that loan losses be recorded when management determines it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. Management believes the accounting estimate related to the ALLL is a “critical accounting estimate” as: (1) changes in it can materially affect the provision for loan losses and net income, (2) it requires management to predict borrowers’ likelihood or capacity to repay, often under uncertain economic conditions, and (3) it requires management to distinguish between losses incurred as of a balance sheet date and losses expected to be incurred in the future. Accordingly, this is a highly subjective process and requires significant judgment since it is often difficult to determine when specific loss events may actually occur. The ALLL is increased by the provision for loan losses and recoveries and is decreased by charged-off loans. Principal loan amounts are charged off against the ALLL in the period in which the loan or any portion of the loan is deemed to be uncollectible. This critical accounting estimate applies to the regional banking, non-strategic, and corporate segments. A management committee comprised of representatives from Risk Management, Finance, Credit, and Treasury performs a quarterly review of the assumptions used in FHN’s ALLL analytical models, makes qualitative assessments of the loan portfolio, and determines if qualitative adjustments should be recommended to the modeled results. On a quarterly basis, as a part of Enterprise Risk reporting and discussion, management addresses credit reserve adequacy and credit losses with the Executive and Risk Committee of FHN’s Board of Directors.

FHN believes that the critical assumptions underlying the accounting estimates made by management include: (1) the commercial loan portfolio has been properly risk graded based on information about borrowers in specific industries and specific issues with respect to single borrowers; (2) borrower specific information made available to FHN is current and accurate; (3) the loan portfolio has been segmented properly and individual loans have similar credit risk characteristics and will behave similarly; (4) known significant loss events that have occurred were considered by management at the time of assessing the adequacy of the ALLL; (5) the adjustments for economic conditions utilized in the allowance for loan losses estimate represent actual incurred losses; (6) the period of history used for historical loss factors are most reflective of the current environment; (7) the estimate of the time it takes for a loss event to occur and loss to be recognized (the loss emergence period) is most reflective of the current environment; and (8) the reserve rates, as well as other adjustments estimated by management for current events, trends, and conditions, utilized in the process reflect an estimate of losses that have been incurred as of the date of the financial statements.

While management uses the best information available to establish the ALLL, future adjustments to the ALLL and methodology may be necessary if economic or other conditions differ substantially from the assumptions used in making the estimates. Such adjustments to original estimates, as necessary, are made in the period in which these factors and other relevant considerations indicate that loss levels vary from previous estimates.

See Note 1 – Summary of Significant Accounting Policies and Note 5 – Allowance for Loan Losses for detail regarding FHN’s processes, models, and methodology for determining the ALLL.

REPURCHASE AND FORECLOSURE LIABILITY

Repurchase Accrual Methodology

FHN has established a liability for loan repurchase, make-whole payments, indemnity, and certain other monetary obligations related to national mortgage loan origination and servicing businesses which FHN sold in 2008. The information, including the definitions of certain terms, contained in “Obligations from Legacy Mortgage Businesses” under “Repurchase Obligations, Off-Balance Sheet Arrangements, and Other Contractual Obligations” above should be reviewed before reading this section.

Estimating probable losses associated with FHN’s repurchase obligations for alleged breaches of representations and warranties related to prior Agency and other whole loan sales requires significant management judgment and assumptions. The loss estimation process relies on historical observed trends that may or may not be representative of future actual results. Those trends include observed loss severities, resolution statistics,

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delinquency trends, and historical average loan sizes. Additionally, the level of repurchase/make-whole request and associated losses are affected by external factors such as GSE review practices and selection criteria (for loans sold to GSEs excluded from the DRAs), housing prices, actions of purchasers and/or servicers of previously sold loans, actions of MI companies, and economic conditions, all of which could change in the future.

In making these estimates and assumptions FHN has contemplated, among other things, the DRAs, estimates of FHN’s repurchase or monetary exposure related to loans excluded from the DRAs, and estimates of FHN’s repurchase or monetary exposure related to certain other whole loan sales. Additionally, FHN continues to monitor claims included in the active pipeline, claims from other parties for which loans are not identified, historical repurchase rates, and loss severities.

Based on currently available information and experience to date, FHN has evaluated its exposure under these obligations and accordingly had reserved for losses of $66.0 million and $115.6 million as of December 31, 2016 and 2015, respectively, including a smaller amount related to equity-lending junior lien loan sales. Accrued liabilities for FHN’s estimate of these obligations are reflected in Other liabilities on the Consolidated Statements of Condition. Charges to increase/(decrease) the liability are included within Repurchase and foreclosure provision on the Consolidated Statements of Income. The estimate is based upon currently available information and fact patterns that exist as of the balance sheet date and could be subject to future changes. Changes to any one of these factors could significantly impact the estimate of FHN’s liability. FHN continues to monitor trends in claims activity, loss severities, success rates, GSE review practices, MI cancellations, and the status of other claims in order to assess the adequacy of the repurchase liability. At December 31, 2016, FHN had not accrued a liability for exposure for repurchase of loans related to FH proprietary securitizations arising from claims from the trustee that FHN breached its representations and warranties in FH proprietary securitizations at closing.

GOODWILL AND ASSESSMENT OF IMPAIRMENT

FHN’s policy is to assess goodwill for impairment at the reporting unit level on an annual basis or between annual assessments if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Impairment is the condition that exists when the carrying amount of goodwill exceeds its implied fair value. FHN also allocates goodwill to the disposal of portions of reporting units in accordance with applicable accounting standards. FHN performs impairment analysis when these disposal actions indicate that an impairment of goodwill may exist. Reporting units have been defined as the same level as the operating business segments.

Companies are permitted to make a qualitative assessment of whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill, when determining whether the quantitative assessment should be performed. If FHN concludes that it is more likely than not that a reporting unit’s fair value is less than its carrying value, or if management elects, the quantitative analysis is performed. FHN elected to perform the quantitative analysis in 2016.

FHN engaged an independent valuation expert to assist in the computation of the fair value estimates of each reporting unit as part of its annual assessment. The 2016 assessment for the regional banking reporting unit utilized three separate methodologies: a discounted cash flow model, a comparison to similar public companies’ trading values, and a comparison to recent acquisition values. A weighted average calculation was performed to determine the estimated fair value of the regional banking reporting unit. A discounted cash flow methodology was utilized in determining the fair value of the fixed income reporting unit. The most recent valuations as of October 1, 2016, indicated no goodwill impairment in either of the reporting units with goodwill. As of the most recent assessment the fair values of regional banking and fixed income substantially exceeded their carrying values.

Management believes the accounting estimates associated with determining fair value as part of the goodwill impairment test is a “critical accounting estimate” because estimates and assumptions are made about FHN’s future performance and cash flows, as well as other prevailing market factors (e.g., interest rates, economic trends, etc.). FHN’s policy allows management to make the determination of fair value using appropriate valuation methodologies and inputs, including utilization of market observable data and internal cash flow models. If a charge to operations for impairment results, this amount would be reported separately as a component of noninterest expense. This critical accounting estimate applies to the regional banking and fixed income business

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reporting units. As of December 31, 2016, the corporate and non-strategic reporting units had no associated goodwill.

The quantitative impairment testing process conducted by FHN begins by assigning net assets and goodwill to each reporting unit. FHN then completes “step one” of the impairment test by comparing the fair value of each reporting unit with the value (carrying amount) of its net assets, with goodwill included in the computation of the carrying amount. The carrying value of a reporting unit is based on the amount of allocated equity as determined by FHN’s internal management methodologies. FHN does not maintain a record of equity consistent with GAAP at the reporting unit level. Allocated equity is utilized in certain internal performance measures for segments, including return on tangible common equity. In determining the amount of equity allocated to each reporting unit, FHN utilizes a risk-adjusted methodology that incorporates each reporting unit’s credit, market, interest rate, operational, legal, and compliance risks. Unallocated equity is retained in the corporate reporting unit, which has no goodwill. As of the most recent measurement date unallocated equity primarily related to FHN’s capital deployment initiatives, including potential share buybacks, potential dividend increases, and potential acquisitions.

If the fair value of a reporting unit exceeds its carrying amount, goodwill of that reporting unit is not considered impaired, and “step two” of the impairment test is not necessary. If the carrying amount of a reporting unit exceeds its fair value, step two of the impairment test would be performed to determine the amount of impairment. Step two of the impairment test requires a comparison of the carrying amount of the reporting unit’s goodwill to the “implied fair value” of that goodwill. The implied fair value of goodwill is computed by assuming all assets and liabilities of the reporting unit would be adjusted to the current fair value, with the offset as an adjustment to goodwill. This adjusted goodwill balance would be the implied fair value used in step two. An impairment charge would be recognized for the amount by which the carrying amount of goodwill exceeds its implied fair value.

In connection with obtaining the independent valuation, management provided certain data and information that was utilized in the estimation of fair value. This information included budgeted and forecasted earnings of FHN at the reporting unit level. Management believes that this information is a critical assumption underlying the estimate of fair value. Other assumptions critical to the process were also made, including discount rates, interest rate changes, asset and liability growth rates, and other income and expense estimates.

While management uses the best information available to estimate future performance for each reporting unit, future adjustments to management’s projections may be necessary if conditions differ substantially from the assumptions used in making the estimates.

INCOME TAXES

FHN is subject to the income tax laws of the U.S. and the states and jurisdictions in which it operates. FHN accounts for income taxes in accordance with ASC 740, Income Taxes. Significant judgments and estimates are required in the determination of the consolidated income tax expense. FHN income tax expense, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits reflect management’s best estimate of current and future taxes to be paid.

Income tax expense consists of both current and deferred taxes. Current income tax expense is an estimate of taxes to be paid or refunded for the current period and includes income tax expense related to uncertain tax positions. A DTA or a DTL is recognized for the tax consequences of temporary differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. Deferred taxes can be affected by changes in tax rates applicable to future years, either as a result of statutory changes or business changes that may change the jurisdictions in which taxes are paid. Additionally, DTAs are subject to a “more likely than not” test to determine whether the full amount of the DTAs should be realized in the financial statements. FHN evaluates the likelihood of realization of the DTA based on both positive and negative evidence available at the time, including (as appropriate) scheduled reversals of DTLs, projected future taxable income, tax planning strategies, and recent financial performance. Realization is dependent on generating sufficient taxable income prior to the expiration of the carryforwards attributable to or generated with respect to the DTA. In projecting future taxable income, FHN incorporates assumptions including the amount of future state and federal pretax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are

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consistent with the plans and estimates used to manage the underlying business. If the “more likely than not” test is not met, a valuation allowance must be established against the DTA.

The income tax laws of the jurisdictions in which FHN operate are complex and subject to different interpretations by the taxpayer and the relevant government taxing authorities. In establishing a provision for income tax expense, FHN must make judgments and interpretations about the application of these inherently complex tax laws. Interpretations may be subjected to review during examination by taxing authorities and disputes may arise over the respective tax positions. FHN attempts to resolve disputes that may arise during the tax examination and audit process. However, certain disputes may ultimately be resolved through the federal and state court systems.

FHN monitors relevant tax authorities and revises estimates of accrued income taxes on a quarterly basis. Changes in estimates may occur due to changes in income tax laws and their interpretation by the courts and regulatory authorities. Revisions of estimates may also result from income tax planning and from the resolution of income tax controversies. Such revisions in estimates may be material to operating results for any given period.

See also Note 15 – Income Taxes for additional information.

CONTINGENT LIABILITIES

A liability is contingent if the amount or outcome is not presently known, but may become known in the future as a result of the occurrence of some uncertain future event. FHN estimates its contingent liabilities based on management’s estimates about the probability of outcomes and their ability to estimate the range of exposure. Accounting standards require that a liability be recorded if management determines that it is probable that a loss has occurred and the loss can be reasonably estimated. In addition, it must be probable that the loss will be confirmed by some future event. As part of the estimation process, management is required to make assumptions about matters that are by their nature highly uncertain.

The assessment of contingent liabilities, including legal contingencies, involves the use of critical estimates, assumptions, and judgments. Management’s estimates are based on their belief that future events will validate the current assumptions regarding the ultimate outcome of these exposures. However, there can be no assurance that future events, such as court decisions or decisions of arbitrators, will not differ from management’s assessments. Whenever practicable, management consults with third-party experts (e.g., attorneys, accountants, claims administrators, etc.) to assist with the gathering and evaluation of information related to contingent liabilities. Based on internally and/or externally prepared evaluations, management makes a determination whether the potential exposure requires accrual in the financial statements.

See Note 17 – Contingencies and Other Disclosures for additional information.

ACCOUNTING CHANGES ISSUED BUT NOT CURRENTLY EFFECTIVE

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers.” ASU 2014-09 does not change revenue recognition for financial assets. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This is accomplished through a five-step recognition framework involving 1) the identification of contracts with customers, 2) identification of performance obligations, 3) determination of the transaction price, 4) allocation of the transaction price to the performance obligations and 5) recognition of revenue as performance obligations are satisfied. Additionally, qualitative and quantitative information is required for disclosure regarding the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. In February 2016, the FASB issued ASU 2016-08, “Principal versus Agent Considerations,” which provides additional guidance on whether an entity should recognize revenue on a gross or net basis, based on which party controls the specified good or service before that good or service is transferred to a customer. In April 2016, the FASB issued ASU 2016-10, “Identifying Performance Obligations and Licensing,” which clarifies the original guidance included in ASU 2014-09 for identification of the goods or services provided to customers and enhances the implementation guidance for licensing arrangements. ASU 2016-12, “Narrow-Scope Improvements and Practical Expedients,” was issued in May 2016 to provide additional guidance for the implementation and application of ASU 2014-09.

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“Technical Corrections and Improvements” ASU 2016-20 was issued in December 2016 and provides further guidance on certain issues. These ASUs are effective in annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early application is permitted for annual reporting periods beginning after December 15, 2016, and associated interim periods. Transition to the new requirements may be made by retroactively revising prior financial statements (with certain practical expedients permitted) or by a cumulative effect through retained earnings. If the latter option is selected, additional disclosures are required for comparability. FHN will not early adopt these ASUs and is evaluating their effects on its revenue recognition practices. Currently, FHN anticipates that it will elect to adopt the provisions of the revenue recognition standards through a cumulative effect to retained earnings with comparability disclosures provided throughout 2018.

In January 2016, the FASB issued ASU 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities.” ASU 2016-01 makes several revisions to the accounting, presentation and disclosure for financial instruments. Equity investments (except those accounted for under the equity method, those that result in consolidation of the investee, and those held by entities subject to specialized industry accounting which already apply fair value through earnings) are required to be measured at fair value with changes in fair value recognized in net income. This excludes FRB and FHLB stock holdings which are specifically exempted from the provisions of ASU 2016-01. An entity may elect to measure equity investments that do not have readily determinable market values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar instruments from the same issuer. ASU 2016-01 also requires a qualitative impairment review for equity investments without readily determinable fair values, with measurement at fair value required if impairment is determined to exist. For liabilities for which fair value has been elected, ASU 2016-01 revises current accounting to record the portion of fair value changes resulting from instrument-specific credit risk within other comprehensive income rather than earnings. FHN has not elected fair value accounting for any existing financial liabilities. Additionally, ASU 2016-01 clarifies that the need for a valuation allowance on a deferred tax asset related to available-for-sale securities should be assessed in combination with all other deferred tax assets rather than being assessed in isolation. ASU 2016-01 also makes several changes to existing fair value presentation and disclosure requirements, including a provision that all disclosures must use an exit price concept in the determination of fair value. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Transition will be through a cumulative effect adjustment to retained earnings for equity investments with readily determinable fair values. Equity investments without readily determinable fair values, for which the accounting election is made, will have any initial fair value marks recorded through earnings prospectively after adoption.

Upon adoption, FHN will reclassify all equity investments out of available-for-sale securities, leaving only debt securities within this classification. FHN has evaluated the nature of its current equity investments and determined that substantially all qualify for the election available to assets without readily determinable fair values, including its holdings of Visa Class B shares. Accordingly, FHN intends to apply this election and any fair value marks for these investments will be recognized through earnings on a prospective basis subsequent to adoption. FHN continues to evaluate the appropriate characteristics of “similar” instruments as well as related valuation inputs and methodologies for its equity investments without readily determinable fair values. The requirements of ASU 2016-01 related to assessment of deferred tax assets and disclosure of the fair value of financial instruments will not have a significant effect on FHN because its current accounting and disclosure practices conform to the requirements of ASU 2016-01. FHN also continues to evaluate the impact of ASU 2016-01 on other aspects of its current accounting and disclosure practices.

In February 2016, the FASB issued ASU 2016-02, “Leases,” which requires a lessee to recognize in its statement of condition a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. ASU 2016-02 leaves lessor accounting largely unchanged from prior standards. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. All other leases must be classified as financing or operating leases which depends on the relationship of the lessee’s rights to the economic value of the leased asset. For finance leases, interest on the lease liability is recognized separately from amortization of the right-of-use asset in earnings, resulting in higher expense in the earlier portion of the lease term. For operating leases, a single lease cost is calculated so that the cost of the lease is allocated over the lease term on a generally straight-line basis.

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In transition to ASU 2016-02, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The modified retrospective approach includes a number of optional practical expedients that entities may elect to apply, which would result in continuing to account for leases that commence before the effective date in accordance with previous requirements (unless the lease is modified) except that lessees are required to recognize a right-of-use asset and a lease liability for all operating leases at each reporting date based on the present value of the remaining minimum rental payments that were tracked and disclosed under previous requirements. ASU 2016-02 also requires expanded qualitative and quantitative disclosures to assess the amount, timing, and uncertainty of cash flows arising from lease arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. FHN is evaluating the impact of ASU 2016-02 on its current accounting and disclosure practices.

In March 2016, the FASB issued ASU 2016-04, “Recognition of Breakage of Certain Prepaid Stored-Value Products,” which indicates that liabilities related to the sale of prepaid stored-value products are considered financial liabilities and should have a breakage estimate applied for estimated unused funds. ASU 2016-04 does not apply to stored-value products that can only be redeemed for cash, are subject to escheatment or are linked to a segregated bank account. ASU 2016-04 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. FHN is evaluating the impact of ASU 2016-04 on its current accounting and disclosure practices.

In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting,” which makes several revisions to equity compensation accounting. Under the new guidance all excess tax benefits and deficiencies that occur when an award vests, is exercised, or expires will be recognized in income tax expense as discrete period items. Previously, these transactions were typically recorded directly within equity. Consistent with this change, excess tax benefits and deficiencies will no longer be included within estimated proceeds when performing the treasury stock method for calculation of diluted earnings per share. Excess tax benefits will also be recognized at the time an award is exercised or vests compared to the current requirement to delay recognition until the deduction reduces taxes payable. The presentation of excess tax benefits in the statement of cash flows will shift to an operating activity from the current classification as a financing activity.

ASU 2016-09 also provides an accounting policy election to recognize forfeitures of awards as they occur when estimating stock-based compensation expense rather than the current requirement to estimate forfeitures from inception. Further, ASU 2016-09 permits employers to use a net-settlement feature to withhold taxes on equity compensation awards up to the maximum statutory tax rate without affecting the equity classification of the award. Under current guidance, withholding of equity awards in excess of the minimum statutory requirement results in liability classification for the entire award. The related cash remittance by the employer for employee taxes will be treated as a financing activity in the statement of cash flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Transition to the new guidance will be accomplished through a combination of retrospective, cumulative-effect adjustment to equity and prospective methodologies. FHN estimates, based on currently enacted tax rates, that adoption of ASU 2016-09 in 2017 will result in an incremental effect on tax provision ranging from $4.0 million of tax benefit to $2.0 million of additional tax provision. The actual effects of adoption are primarily dependent upon the share price of the FHN’s common stock, which affects the vesting of certain performance awards, probability of exercise of certain stock options and the magnitude of windfalls for all awards upon either vesting or exercise. The effects on earnings per share calculations and election to account for forfeitures as incurred are not anticipated to be significant.

In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments,” which revises the measurement and recognition of credit losses for assets measured at amortized cost (e.g., held-to-maturity (“HTM”) loans and debt securities) and available-for-sale (“AFS”) debt securities. Under ASU 2016-13, for assets measured at amortized cost, the current expected credit loss (“CECL”) is measured as the difference between amortized cost and the net amount expected to be collected. This represents a departure from existing GAAP as the “incurred loss” methodology for recognizing credit losses delays recognition until it is probable a loss has been incurred. The measurement of current expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Additionally, current disclosures of credit quality indicators in relation to the amortized cost of financing receivables will be further disaggregated by year of origination. ASU 2016-13 leaves the

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methodology for measuring credit losses on AFS debt securities largely unchanged, with the maximum credit loss representing the difference between amortized cost and fair value. However, such credit losses will be recognized through an allowance for credit losses, which permits recovery of previously recognized credit losses if circumstances change.

ASU 2016-13 also revises the recognition of credit losses for purchased financial assets with a more-than insignificant amount of credit deterioration since origination (“PCD assets”). For PCD assets, the initial allowance for credit losses is added to the purchase price. Only subsequent changes in the allowance for credit losses are recorded as a credit loss expense for PCD assets. Interest income for PCD assets will be recognized based on the effective interest rate, excluding the discount embedded in the purchase price that is attributable to the acquirer’s assessment of credit losses at acquisition. Currently, credit losses for purchased credit-impaired assets are included in the initial basis of the assets with subsequent declines in credit resulting in expense while subsequent improvements in credit are reflected as an increase in the future yield from the assets.

The provisions of ASU 2016-13 will be generally adopted through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in the year of adoption. Prospective implementation is required for debt securities for which an other-than-temporary-impairment (“OTTI”) had been previously recognized. Amounts previously recognized in accumulated other comprehensive income (“AOCI”) as of the date of adoption that relate to improvements in cash flows expected to be collected will continue to be accreted into income over the remaining life of the asset. Recoveries of amounts previously written off relating to improvements in cash flows after the date of adoption will be recorded in earnings when received. A prospective transition approach will be used for existing PCD assets where, upon adoption, the amortized cost basis will be adjusted to reflect the addition of the allowance for credit losses. Thus, an entity will not be required to reassess its purchased financial assets that exist as of the date of adoption to determine whether they would have met at acquisition the new criteria of more-than-insignificant credit deterioration since origination. An entity will accrete the remaining noncredit discount (based on the revised amortized cost basis) into interest income at the effective interest rate at the adoption date.

ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted in fiscal years beginning after December 15, 2018. FHN is still evaluating the impact of ASU 2016-13 on its current accounting and disclosure practices.

In August 2016, the FASB issued ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments,” which clarifies multiple cash flow presentation issues including providing guidance as to classification on the cash flow statement for certain cash receipts and cash payments where diversity in practice exists. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. The provisions of ASU 2016-15 should be applied using a retrospective transition method to each period presented. FHN is evaluating the impact of ASU 2016-15 on its current cash flow presentation practices.

In October 2016, the FASB issued ASU 2016-16, “Intra-Entity Transfers of Assets Other Than Inventory” which requires recognition of the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. Therefore, ASU 2016-16 reverses the current requirement to delay recognition of the tax consequences of these transactions until the associated assets are sold to an outside party. The provisions of ASU 2016-16 will be adopted through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption for previous intra-entity transfers. ASU 2016-16 is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period for which financial statements (interim or annual) have not been issued. FHN is early adopting ASU 2016-16 effective January 1, 2017, for its intra-entity asset transfers and there will not be a significant financial statement effect.

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QUARTERLY FINANCIAL INFORMATION

Table 30 – Summary of Quarterly Financial Information

(Dollars in millions except per share data)	2016												2015
	Fourth Quarter			Third Quarter			Second Quarter			First Quarter			Fourth Quarter			Third Quarter			Second Quarter			First Quarter
Summary income information:
Interest income		$	219.9		$	207.0		$	197.4		$	193.7		$	187.6		$	183.7		$	187.0		$	178.1
Interest expense			24.3			21.8			21.1			21.6			21.0			20.1			20.4			21.2
Provision for loan losses			-			4.0			4.0			3.0			1.0			1.0			2.0			5.0
Noninterest income			124.1			148.5			145.5			134.3			132.2			125.1			130.3			129.7
Noninterest expense			237.9			233.6			226.8			226.9			243.7			215.4			218.4			376.2
Net income/(loss)			57.7			67.6			60.9			52.2			51.4			63.3			55.0			(72.4	)
Income/(loss) available to common shareholders		$	53.3		$	63.2		$	56.5		$	47.8		$	47.0		$	58.8		$	50.6		$	(76.7	)
Earnings/(loss) per common share		$	0.23		$	0.27		$	0.24		$	0.20		$	0.20		$	0.25		$	0.22		$	(0.33	)
Diluted earnings/(loss) per common share			0.23			0.27			0.24			0.20			0.20			0.25			0.22			(0.33	)
Common stock information:
Closing price per share:
High		$	20.61		$	15.48		$	14.70		$	14.19		$	15.36		$	16.20		$	15.95		$	14.68
Low			14.71			13.13			12.54			11.62			13.68			13.49			14.00			12.31
Period-end			20.01			15.23			13.78			13.10			14.52			14.18			15.67			14.29
Cash dividends declared per share			0.07			0.07			0.07			0.07			0.06			0.06			0.06			0.06

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NON-GAAP INFORMATION

The following table provides a reconciliation of non-GAAP items presented in this MD&A to the most comparable GAAP presentation:

Table 31 – Non-GAAP to GAAP Reconciliation

(Dollars in thousands)	2016				2015				2014				2013				2012
Tangible Common Equity (Non-GAAP)
(A) Total equity (GAAP)		$	2,705,084			$	2,639,586			$	2,581,590			$	2,488,377			$	2,499,530
Less: Noncontrolling interest (a)			295,431				295,431				295,431				295,431				295,165
Less: Preferred stock (a)			95,624				95,624				95,624				95,624				-
Total common equity			2,314,029				2,248,531				2,190,535				2,097,322				2,204,365
Less: Intangible assets (GAAP) (b)			212,388				217,522				175,450				163,931				156,942
(B) Tangible common equity (Non-GAAP)			2,101,641				2,031,009				2,015,085				1,933,391				2,047,423
Less: Unrealized gains/(losses) on AFS securities, net of tax			(17,232	)			3,394				18,581				(11,241	)			55,250
(C) Adjusted tangible common equity (Non-GAAP)		$	2,118,873			$	2,027,615			$	1,996,504			$	1,944,632			$	1,992,173
Tangible Assets (Non-GAAP)
(D) Total assets (GAAP)		$	28,555,231			$	26,192,637			$	25,665,423			$	23,782,395			$	25,322,032
Less: Intangible assets (GAAP) (b)			212,388				217,522				175,450				163,931				156,942
(E) Tangible assets (Non-GAAP)		$	28,342,843			$	25,975,115			$	25,489,973			$	23,618,464			$	25,165,090
Average Tangible Common Equity (Non-GAAP)
Average total equity (GAAP)		$	2,691,478			$	2,581,187			$	2,591,967			$	2,518,772			$	2,602,528
Less: Average noncontrolling interest (a)			295,431				295,431				295,431				295,345				295,165
Less: Average preferred stock (a)			95,624				95,624				95,624				87,785				-
(F) Total average common equity		$	2,300,423			$	2,190,132			$	2,200,912			$	2,135,642			$	2,307,363
Less: Average intangible assets (GAAP) (b)			214,915				183,127				163,282				161,632				158,803
(G) Average Tangible Common Equity (Non-GAAP)		$	2,085,508			$	2,007,005			$	2,037,630			$	1,974,010			$	2,148,560
Net Income Available to Common Shareholders
(H) Net income available to common shareholders		$	220,846			$	79,679			$	216,319			$	21,066			$	(26,816	)
Risk Weighted Assets
(I) Risk weighted assets (c)		$	23,914,158			$	21,812,015			$	19,452,656			$	18,878,594			$	20,118,526
Ratios
(A)/(D) Total period-end equity to period-end assets (GAAP)			9.47	%			10.08	%			10.06	%			10.46	%			9.87	%
(B)/(E) Tangible common equity to tangible assets (“TCE/TA”) (Non-GAAP) (d)			7.42				7.82				7.91				8.19				8.14
(C)/(I) Adjusted tangible common equity to risk weighted assets (“TCE/RWA”) (Non-GAAP) (d)			8.86				9.30				10.26				10.30				9.90
(H)/(F) Return on average common equity (“ROE”) (GAAP) (d)			9.60				3.64				9.83				0.99				(1.16	)
(H)/(G) Return on average tangible common equity (“ROTCE”) (Non-GAAP) (d)			10.59				3.97				10.62				1.07				(1.25	)

Certain previously reported amounts have been revised to reflect the retroactive effect of the adoption of ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs.” See Note 1 – Summary of Significant Accounting Policies for additional information.

(a)	Included in Total equity on the Consolidated Statements of Condition.
(b)	Includes Goodwill and other intangible assets, net of amortization.
(c)	Defined by and calculated in conformity with bank regulations applicable to FHN.
(d)	See Glossary of Terms for definition of ratio.

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GLOSSARY OF SELECTED FINANCIAL TERMS

Adjusted Tangible Common Equity to Risk Weighted Assets (“TCE/RWA”) – Common equity excluding intangible assets and unrealized gains/(losses) on available-for-sale securities divided by risk weighted assets.

Allowance for Loan Losses (“ALLL”) – Valuation reserve representing the amount considered by management to be adequate to cover estimated probable incurred losses in the loan portfolio.

Agencies – In this annual report, Agencies are collectively GSEs plus GNMA.

Basis Point – The equivalent of one-hundredth of one percent. One hundred basis points equals one percent. This unit is generally used to measure spreads and movements in interest yields and rates and in measures based on interest yields and rates.

Book Value Per Common Share – A ratio determined by dividing common equity at the end of a period by the number of common shares outstanding at the end of that period.

Commercial and Standby Letters of Credit – Commercial letters of credit are issued or confirmed by an entity to ensure the payment of its customers’ payables and receivables. Standby letters of credit are issued by an entity to ensure its customers’ performance in dealing with others.

Commitment to Extend Credit (“Unfunded Commitments”) – Agreements to make or acquire a loan or lease as long as agreed-upon terms (e.g., expiration date, covenants, or notice) are met. Generally these commitments have fixed expiration dates or other termination clauses and may require payment of a fee.

Common Equity Tier 1 – A measure of a company’s capital position under U.S. Basel III capital rules, which includes common equity less goodwill, other intangibles and certain other required regulatory deductions as defined in those rules.

Core Businesses – Management treats regional banking, fixed income, and corporate as FHN’s core businesses. Non-strategic has significant legacy assets and operations that are being wound down.

Core Deposits – Core deposits consist of all interest-bearing and noninterest-bearing deposits, except brokered deposits and certificates of deposit over $250,000. They include checking interest deposits, money market deposit accounts, time and other savings, plus demand deposits.

Derivative Financial Instrument – A contract or agreement whose value is derived from changes in interest rates, foreign exchange rates, prices of securities or commodities, or financial or commodity indices.

Diluted Earnings/(Loss) Per Common Share (“Diluted EPS”) – Net income/(loss) available to common shareholders, divided by weighted average shares outstanding plus the effect of common stock equivalents that have the potential to be converted into common shares.

Discharged Bankruptcies – Residential real estate secured loans where the borrower has been discharged from personal liability through bankruptcy proceedings. Such loans that have not been reaffirmed by the borrower are charged down to estimated collateral value less disposition costs (net realizable value) and are reported as nonaccruing TDRs.

Discounted Cash Flow (“DCF Method”) – A valuation method based on the present value of expected future payments discounted at the loan’s effective interest rate.

Earning Assets – Assets that generate interest or dividend income or yield-related fee income, such as loans and investment securities.

Earnings/(Loss) Per Common Share (“EPS”) – Net income/(loss) available to common shareholders, divided by the weighted average number of common shares outstanding.

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GLOSSARY OF SELECTED FINANCIAL TERMS (continued)

Fully Taxable Equivalent (“FTE”) – Reflects the amount of tax-exempt income adjusted to a level that would yield the same after-tax income had that income been subject to taxation.

Forward Contracts – Contracts representing commitments either to purchase or sell at a specified future date a specified security or financial instrument at a specified price, and may be settled in cash or through delivery.

Government Sponsored Entities (“GSEs”) – In this annual report, the term “GSEs” includes Fannie Mae and Freddie Mac.

Individually Impaired Loans – Generally, commercial loans over $1 million that are not expected to pay all contractually due principal and interest, and consumer loans that have experienced a troubled debt restructuring and are individually evaluated for impairment.

Interest Rate Caps and Floors – Contracts with notional principal amounts that require the seller, in exchange for a fee, to make payments to the purchaser if a specified market interest rate exceeds a fixed upper “capped” level or falls below a fixed lower “floor” level on specified future dates.

Interest Rate Option – A contract that grants the holder (purchaser), for a fee, the right to either purchase or sell a financial instrument at a specified price within a specified period of time or on a specified date from or to the writer (seller) of the option.

Interest Rate Swap – An agreement in which two entities agree to exchange, at specified intervals, interest payment streams calculated on an agreed-upon notional principal amount with at least one stream based on a floating rate index.

Interest Rate Swaptions – Options on interest rate swaps that give the purchaser the right, but not the obligation, to enter into an interest rate swap agreement during a specified period of time.

Leverage Ratio – Ratio consisting of Tier 1 capital divided by quarterly average assets adjusted for certain unrealized gains/(losses) on available-for-sale securities less certain regulatory disallowances applied to Common Equity Tier 1 capital and Tier 1 capital including goodwill, certain other intangible assets, the disallowable portion of deferred tax assets and other disallowed assets, and other regulatory adjustments.

Lower of Cost or Market (“LOCOM”) – A method of accounting for certain assets by recording them at the lower of their historical cost or their current market value.

Market Capitalization – Market value of a company. Computed by multiplying the number of shares outstanding by the current stock price.

Mortgage Backed Securities (“MBS”) – Investment securities backed by a pool of mortgages or trust deeds. Principal and interest payments on the underlying mortgages are used to pay principal and interest on the securities.

Mortgage Warehouse – Mortgage loans that have been closed and funded and are awaiting sale and delivery into the secondary market. Also includes loans that management does not have the intent to hold for the foreseeable future.

Mortgage Servicing Rights (“MSR”) – The right to service mortgage loans, generally owned by someone else, for a fee. Loan servicing includes collecting payments; remitting funds to investors, insurance companies, and taxing authorities; collecting delinquent payments; and foreclosing on properties when necessary.

Net Interest Margin (“NIM”) – Expressed as a percentage, net interest margin is a ratio computed by dividing a day-weighted fully taxable equivalent net interest income by average earning assets.

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FIRST HORIZON NATIONAL CORPORATION

GLOSSARY OF SELECTED FINANCIAL TERMS (continued)

Net Interest Spread – The difference between the average yield earned on earning assets on a fully taxable equivalent basis and the average rate paid for interest-bearing liabilities.

Nonaccrual or Nonperforming Loans (“NPLs”) – Loans on which interest accruals have been discontinued due to the borrower’s financial difficulties. Interest income on these loans is generally reported on a cash basis as it is collected after recovery of principal.

Non-GAAP – Certain measures contained within MD&A are not formally defined by GAAP or codified in the federal banking regulations. A reconciliation of these Non-GAAP measures may be found in table 31 of MD&A.

Nonperforming Assets (“NPAs”) – Interest-earning assets on which interest income is not being accrued, real estate properties acquired through foreclosure and other assets obtained through the foreclosure process.

Origination Fees – A fee charged to the borrower by the lender to originate a loan. Usually stated as a percentage of the face value of the loan.

Provision for Loan Losses – The periodic charge to earnings for inherent losses in the loan portfolio.

Purchased Credit-Impaired (“PCI”) Loans – Acquired loans that have exhibited deterioration of credit quality between origination and the time of acquisition and for which the timely collection of the interest and principal is no longer reasonably assured.

Purchase Obligation – An agreement to purchase goods or services that is enforceable and legally binding and that specifies all significant terms, including fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction.

Restricted Real Estate Loans and Secured Borrowings – Includes restricted loans that are assets of a consolidated variable interest entity (“VIE”) that can be used only to settle obligations of the consolidated VIE and loans from nonconsolidated VIE in which the securitization did not qualify for sale treatment per GAAP. These loans secure long-term borrowings of the respective VIE.

Return on Average Assets (“ROA”) – A measure of profitability that is calculated by dividing net income by total average assets.

Return on Average Common Shareholders’ Equity (“ROE”) – A measure of profitability that indicates what an institution earned on its shareholders’ investment. ROE is calculated by dividing net income available to common shareholders by total average common equity.

Return on Average Tangible Common Equity (“ROTCE”) – A Non-GAAP measure of profitability that is calculated by dividing net income available to common shareholders by average tangible common equity.

Risk-Weighted Assets – A regulatory risk-based calculation that takes into account the broad differences in risks among a banking organization’s assets and off-balance sheet financial instruments.

Tangible Common Equity to Tangible Assets (“TCE/TA”) – A ratio which may be used to evaluate a company’s capital position. TCE/TA includes common equity less goodwill and other intangible assets over tangible assets. Tangible assets includes a company’s total assets less goodwill and other intangible assets.

Tier 1 Capital Ratio – Ratio consisting of shareholders’ equity adjusted for certain unrealized gains/(losses) on available-for-sale securities, reduced by goodwill, certain other intangible assets, the disallowable portion of mortgage servicing rights and other disallowed assets divided by risk-weighted assets.

Total Capital Ratio – Ratio consisting of Tier 1 capital plus the allowable portion of the allowance for loan losses and qualifying subordinated debt divided by risk-weighted assets.

Troubled Debt Restructuring (“TDR”) – A loan is identified and reported as a TDR when FHN has granted an economic concession to a borrower experiencing financial difficulty.

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FIRST HORIZON NATIONAL CORPORATION

ACRONYMS

ADR	Average daily revenue
AFS	Available-for-sale
ALCO	Asset/Liability Committee
ALLL	Allowance for loan losses
ALR	Average loss rate
ALT A	Alternative-A
AOCI	Accumulated Other Comprehensive Income
ASC	FASB Accounting Standards Codification
ASU	Accounting Standards Update
BOLI	Bank-owned life insurance
C&I	Commercial, financial, and industrial loan portfolio
CAS	Credit Assurance Services
CD	Certificate of deposit
CECL	Current Expected Credit Loss
CEO	Chief Executive Officer
CFH	Coastal Financial Holdings
CFPB	Consumer Financial Protection Bureau
CMO	Collateralized mortgage obligations
CRA	Community Reinvestment Act
CRE	Commercial Real Estate
CRMC	Credit Risk Management Committee
DOJ	U.S. Department of Justice
DRA	Definitive resolution agreement
DSCR	Debt service coverage ratios
DTA	Deferred tax asset
DTI	Debt-to-income
DTL	Deferred tax liability
ECP	Equity Compensation Plan
EPS	Earnings per share
ESOP	Employee stock ownership plan
FASB	Financial Accounting Standards Board
FDIC	Federal Deposit Insurance Corporation
FFP	Federal funds purchased
FFS	Federal funds sold
FH	First Horizon
FHA	Federal Housing Administration
FHLB	Federal Home Loan Bank
FHLMC	Federal Home Loan Mortgage Corporation or Freddie Mac
FHN	First Horizon National Corporation
FICO	Fair Isaac Corporation
FINRA	Financial Industry Regulatory Authority
FNMA	Federal National Mortgage Association or Fannie Mae
FRB	Federal Reserve Bank or the Fed
FTBNA	First Tennessee Bank National Association
FTE	Fully taxable equivalent
FTHC	First Tennessee Housing Corporation

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FIRST HORIZON NATIONAL CORPORATION

ACRONYMS (continued)

FTNF	FTN Financial
FTNMC	First Tennessee New Markets Corporation
FTRESC	FT Real Estate Securities Company, Inc.
GAAP	Generally accepted accounting principles
GNMA	Government National Mortgage Association or Ginnie Mae
GSE	Government sponsored enterprises, in this filing references Fannie Mae and Freddie Mac
HAMP	Home Affordable Modification Program
HELOC	Home equity lines of credit
HFS	Held-for-sale
HTM	Held-to-maturity
HUD	Department of Housing and Urban Development
IPO	Initial public offering
ISDA	International Swap and Derivatives Association
IRS	Internal Revenue Service
LEP	Loss emergence period
LGD	Loss given default
LIBOR	London Inter-Bank Offered Rate
LIHTC	Low Income Housing Tax Credit
LLC	Limited Liability Company
LOCOM	Lower of cost or market
LRRD	Loan Rehab and Recovery Department
LTV	Loan-to-value
MBS	Mortgage-backed securities
MD&A	Management’s Discussion and Analysis of Financial Condition and Results of Operations
MI	Private mortgage insurance
MSR	Mortgage servicing rights
MSRB	Municipal Securities Rulemaking Board
NAICS	North American Industry Classification System
NII	Net interest income
NIM	Net interest margin
NMTC	New Market Tax Credit
NOL	Net operating loss
NPA	Nonperforming asset
NPL	Nonperforming loan
NSF	Non-sufficient funds
OCC	Office of the Comptroller of the Currency
OIS	Overnight indexed swap
ORE	Other Real Estate-owned
OTC	One-time close, a mortgage product which allowed simplified conversion of a construction loan to permanent financing
OTTI	Other than temporary impairment
PCAOB	Public Company Accounting Oversight Board
PCI	Purchased credit impaired
PD	Probability of default
PM	Portfolio managers
PreTSL	Preferred Term Securities Limited

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FIRST HORIZON NATIONAL CORPORATION

ACRONYMS (continued)

PSU	Performance Stock Unit
R/E	Real estate
REIT	Real estate investment trust
Res CRE	Residential commercial real estate construction loan portfolio or residential CRE
RM	Relationship managers
ROA	Return on assets
ROE	Return on common equity
ROTCE	Return on tangible common equity
RPL	Reasonably Possible Loss
RSU	Restricted stock unit
RWA	Risk-weighted assets
SBA	Small Business Administration
SEC	Securities and Exchange Commission
SVaR	Stressed Value-at-Risk
TA	Tangible assets
TAB	TrustAtlantic Bank
TAF	TrustAtlantic Financial Corporation
TCE	Tangible common equity
TDR	Troubled Debt Restructuring
TRUP	Trust preferred loan
UPB	Unpaid principal balance
USDA	United States Department of Agriculture
UTB	Unrecognized tax benefit
VA	Veterans Administration
VaR	Value-at-Risk
VIE	Variable Interest Entities

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FIRST HORIZON NATIONAL CORPORATION

REPORT OF MANAGEMENT
ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management at First Horizon National Corporation is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. First Horizon National Corporation’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Even effective internal controls, no matter how well designed, have inherent limitations such as the possibility of human error or of circumvention or overriding of controls, and consideration of cost in relation to benefit of a control. Moreover, effectiveness must necessarily be considered according to the existing state of the art of internal control. Further, because of changes in conditions, the effectiveness of internal controls may diminish over time.

Management assessed the effectiveness of First Horizon National Corporation’s internal control over financial reporting as of December 31, 2016. This assessment was based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on our assessment and those criteria, management believes that First Horizon National Corporation maintained effective internal control over financial reporting as of December 31, 2016.

First Horizon National Corporation’s independent auditors have issued an attestation report on First Horizon National Corporation’s internal control over financial reporting. That report appears on the following page.

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FIRST HORIZON NATIONAL CORPORATION

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders
First Horizon National Corporation:

We have audited First Horizon National Corporation and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, First Horizon National Corporation and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated statements of condition of First Horizon National Corporation and subsidiaries as of December 31, 2016 and 2015, and the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2016, and our report dated February 27, 2017 expressed an unqualified opinion on those consolidated financial statements.

Memphis, Tennessee
February 27, 2017

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FIRST HORIZON NATIONAL CORPORATION

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders
First Horizon National Corporation:

We have audited the accompanying consolidated statements of condition of First Horizon National Corporation and subsidiaries as of December 31, 2016 and 2015, and the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2016. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of First Horizon National Corporation and subsidiaries as of December 31, 2016 and 2015, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2016, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 27, 2017 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Memphis, Tennessee
February 27, 2017

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FIRST HORIZON NATIONAL CORPORATION

CONSOLIDATED STATEMENTS OF CONDITION

(Dollars in thousands, except per share amounts)	December 31
	2016				2015
Assets:
Cash and due from banks		$	373,274			$	300,811
Federal funds sold			50,838				114,479
Securities purchased under agreements to resell (Note 23)			613,682				615,773
Total cash and cash equivalents			1,037,794				1,031,063
Interest-bearing cash			1,060,034				602,836
Trading securities			897,071				881,450
Loans held-for-sale (a)			111,248				126,342
Securities available-for-sale (Note 3)			3,943,499				3,929,846
Securities held-to-maturity (Note 3)			14,347				14,320
Loans, net of unearned income (Note 4) (b)			19,589,520				17,686,502
Less: Allowance for loan losses (Note 5)			202,068				210,242
Total net loans			19,387,452				17,476,260
Goodwill (Note 7)			191,371				191,307
Other intangible assets, net (Note 7)			21,017				26,215
Fixed income receivables			57,411				63,660
Premises and equipment, net (December 31, 2016 includes $5.8 million classified as held-for-sale) (Note 6)			289,385				275,619
Real estate acquired by foreclosure (c)			16,237				33,063
Derivative assets (Note 22)			121,654				104,365
Other assets			1,406,711				1,436,291
Total assets		$	28,555,231			$	26,192,637
Liabilities and equity:
Deposits:
Savings		$	9,428,197			$	7,811,191
Time deposits (Note 8)			706,700				788,487
Other interest-bearing deposits			5,948,439				5,388,526
Certificates of deposit $100,000 and more (Note 8)			648,433				443,389
Interest-bearing			16,731,769				14,431,593
Noninterest-bearing			5,940,594				5,535,885
Total deposits			22,672,363				19,967,478
Federal funds purchased (Note 9)			414,207				464,166
Securities sold under agreements to repurchase (Note 9 and Note 23)			453,053				338,133
Trading liabilities (Note 9)			561,848				566,019
Other short-term borrowings (Note 9)			83,177				137,861
Term borrowings (Note 10)			1,040,656				1,312,677
Fixed income payables			21,002				23,072
Derivative liabilities (Note 22)			135,897				108,339
Other liabilities			467,944				635,306
Total liabilities			25,850,147				23,553,051
Equity:
First Horizon National Corporation Shareholders’ Equity:
Preferred stock – Series A, non-cumulative perpetual, no par value, liquidation preference of $100,000 per share – (shares authorized – 1,000; shares issued – 1,000 on December 31, 2016 and 2015) (Note 11)			95,624				95,624
Common stock – $.625 par value (shares authorized – 400,000,000; shares issued – 233,623,686 on December 31, 2016 and 238,586,637 on December 31, 2015)			146,015				149,117
Capital surplus			1,386,636				1,439,303
Undivided profits			1,029,032				874,303
Accumulated other comprehensive loss, net (Note 14)			(247,654	)			(214,192	)
Total First Horizon National Corporation Shareholders’ Equity			2,409,653				2,344,155
Noncontrolling interest (Note 11)			295,431				295,431
Total equity			2,705,084				2,639,586
Total liabilities and equity		$	28,555,231			$	26,192,637

See accompanying notes to consolidated financial statements.

Certain previously reported amounts have been revised to reflect the retroactive effect of the adoption of ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs.” See Note 1 – Summary of Significant Accounting Policies for additional information.

(a)	December 31, 2016 and 2015 include $19.3 million and $22.4 million, respectively, of held-for-sale consumer mortgage loans secured by residential real estate in process of foreclosure.
(b)	December 31, 2016 and 2015 include $28.5 million and $29.7 million, respectively, of held-to-maturity consumer mortgage loans secured by residential real estate in process of foreclosure.
(c)	December 31, 2016 and 2015 include $8.1 million and $14.6 million, respectively, of foreclosed residential real estate.

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FIRST HORIZON NATIONAL CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(Dollars and shares in thousands except per share data, unless otherwise noted)	Year Ended December 31
	2016				2015				2014
Interest income:
Interest and fees on loans		$	679,917			$	600,313			$	571,798
Interest on investment securities available-for-sale			96,671				93,626				93,233
Interest on investment securities held-to-maturity			789				283				287
Interest on loans held-for-sale			5,506				5,457				11,170
Interest on trading securities			30,779				35,074				31,991
Interest on other earning assets			4,247				1,652				770
Total interest income			817,909				736,405				709,249
Interest expense:
Interest on deposits:
Savings			19,608				11,992				11,562
Time deposits			4,410				5,186				9,076
Other interest-bearing deposits			10,357				4,491				3,078
Certificates of deposit $100,000 and more			5,611				3,481				3,090
Interest on trading liabilities			15,000				15,976				15,390
Interest on short-term borrowings			4,736				3,172				4,765
Interest on term borrowings			29,103				38,387				34,570
Total interest expense			88,825				82,685				81,531
Net interest income			729,084				653,720				627,718
Provision for loan losses			11,000				9,000				27,000
Net interest income after provision for loan losses			718,084				644,720				600,718
Noninterest income:
Fixed income			268,561				231,337				200,595
Deposit transactions and cash management			108,553				112,843				111,951
Brokerage, management fees and commissions			42,911				46,496				49,099
Trust services and investment management			27,727				27,577				27,777
Bankcard income			24,430				22,238				23,697
Bank-owned life insurance			14,687				14,726				16,394
Debt securities gains/(losses), net (Note 3 and Note 14)			1,485				1,836				-
Equity securities gains/(losses), net (Note 3)			(144	)			(458	)			2,872
All other income and commissions (Note 13)			64,231				60,730				117,659
Total noninterest income			552,441				517,325				550,044
Adjusted gross income after provision for loan losses			1,270,525				1,162,045				1,150,762
Noninterest expense:
Employee compensation, incentives, and benefits			562,948				511,633				478,159
Occupancy			50,880				51,117				54,018
Computer software			45,122				44,724				42,931
Operations services			41,852				39,261				35,247
Equipment rentals, depreciation, and maintenance			27,385				30,864				29,964
Advertising and public relations			21,612				19,187				18,683
FDIC premium expense			21,585				18,027				11,464
Legal fees			21,558				16,287				20,907
Professional fees			19,169				18,922				23,298
Communications and courier			14,265				15,820				16,074
Contract employment and outsourcing			10,061				14,494				19,420
Amortization of intangible assets			5,198				5,253				4,170
Repurchase and foreclosure provision/(provision credit)			(32,722	)			-				(4,300	)
All other expense (Note 13)			116,291				268,202				82,496
Total noninterest expense			925,204				1,053,791				832,531
Income/(loss)before income taxes			345,321				108,254				318,231
Provision/(benefit) for income taxes (Note 15)			106,810				10,941				84,185
Net income/(loss)		$	238,511			$	97,313			$	234,046
Net income attributable to noncontrolling interest			11,465				11,434				11,527
Net income/(loss) attributable to controlling interest		$	227,046			$	85,879			$	222,519
Preferred stock dividends			6,200				6,200				6,200
Net income/(loss) available to common shareholders		$	220,846			$	79,679			$	216,319
Basic earnings/(loss) per share (Note 16)		$	0.95			$	0.34			$	0.92
Diluted earnings/(loss) per share (Note 16)		$	0.94			$	0.34			$	0.91
Weighted average common shares (Note 16)			232,700				234,189				234,997
Diluted average common shares (Note 16)			235,292				236,266				236,735
Cash dividends declared per common share		$	0.28			$	0.24			$	0.20

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

See accompanying notes to consolidated financial statements.

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FIRST HORIZON NATIONAL CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollars in thousands)	Year Ended December 31
	2016				2015				2014
Net income/(loss)		$	238,511			$	97,313			$	234,046
Other comprehensive income/(loss), net of tax:
Net unrealized gains/(losses) on securities available-for-sale			(20,626	)			(15,187	)			29,822
Net unrealized gains/(losses) on cash flow hedges			(1,265	)			-				-
Net unrealized gains/(losses) on pension and other postretirement plans			(11,571	)			(10,759	)			(68,059	)
Other comprehensive income/(loss)			(33,462	)			(25,946	)			(38,237	)
Comprehensive income			205,049				71,367				195,809
Comprehensive income attributable to noncontrolling interest			11,465				11,434				11,527
Comprehensive income attributable to controlling interest		$	193,584			$	59,933			$	184,282
Income tax expense/(benefit) of items included in Other comprehensive income:
Net unrealized gains/(losses) on securities available-for-sale		$	(12,810	)		$	(9,445	)		$	18,135
Net unrealized gains/(losses) on cash flow hedges			(780	)			-				-
Net unrealized gains/(losses) on pension and other postretirement plans			(7,172	)			(6,689	)			(42,842	)

See accompanying notes to consolidated financial statements.

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FIRST HORIZON NATIONAL CORPORATION

CONSOLIDATED STATEMENTS OF EQUITY

(Dollars and shares in thousands, except per share data)	Common Shares			Total				Preferred Stock			Common Stock				Capital Surplus				Undivided Profits				Accumulated Other Comprehensive Income/(Loss) (a)				Noncontrolling Interest
Balance, December 31, 2013		236,370			$	2,488,377			$	95,624		$	147,731			$	1,416,767			$	682,833			$	(150,009	)		$	295,431
Net income/(loss)		-				234,046				-			-				-				222,519				-				11,527
Other comprehensive income/(loss):
Net unrealized gains/(losses) on securities available-for-sale		-				29,822				-			-				-				-				29,822				-
Net unrealized gains/(losses) on pension and other postretirement plans		-				(68,059	)			-			-				-				-				(68,059	)			-
Comprehensive income/(loss)		-				195,809				-			-				-				222,519				(38,237	)			11,527
Cash dividends declared:
Preferred stock ($6,200 per share)		-				(6,200	)			-			-				-				(6,200	)			-				-
Common stock ($.20 per share)		-				(47,567	)			-			-				-				(47,567	)			-				-
Common stock repurchased (b)		(3,554	)			(43,579	)			-			(2,221	)			(41,358	)			-				-				-
Common stock issued for:
Stock options and restricted stock – equity awards		1,404				2,146				-			877				1,269				-				-				-
Tax benefit/(benefit reversal) – stock-based
compensation expense		-				(7,220	)			-			-				(7,220	)			-				-				-
Stock-based compensation expense		-				11,351				-			-				11,351				-				-				-
Dividends declared – noncontrolling interest of
subsidiary preferred stock		-				(11,527	)			-			-				-				-				-				(11,527	)
Balance, December 31, 2014		234,220				2,581,590				95,624			146,387				1,380,809				851,585				(188,246	)			295,431
Net income/(loss)		-				97,313				-			-				-				85,879				-				11,434
Other comprehensive income/(loss):
Net unrealized gains/(losses) on securities available-for-sale		-				(15,187	)			-			-				-				-				(15,187	)			-
Net unrealized gains/(losses) on pension and other postretirement plans		-				(10,759	)			-			-				-				-				(10,759	)			-
Comprehensive income/(loss)		-				71,367				-			-				-				85,879				(25,946	)			11,434
Cash dividends declared:
Preferred stock ($6,200 per share)		-				(6,200	)			-			-				-				(6,200	)			-				-
Common stock ($.24 per share)		-				(56,961	)			-			-				-				(56,961	)			-				-
Common stock repurchased (b)		(2,277	)			(32,648	)			-			(1,423	)			(31,225	)			-				-				-
Common stock issued for:
Stock options and restricted stock – equity awards		1,550				6,929				-			969				5,960				-				-				-
Equity issued for acquisition		5,094				72,791				-			3,184				69,607				-				-				-
Tax benefit/(benefit reversal) – stock-based
compensation expense		-				356				-			-				356				-				-				-
Stock-based compensation expense		-				13,796				-			-				13,796				-				-				-
Dividends declared – noncontrolling interest of
subsidiary preferred stock		-				(11,434	)			-			-				-				-				-				(11,434	)
Balance, December 31, 2015		238,587				2,639,586				95,624			149,117				1,439,303				874,303				(214,192	)			295,431
Net income/(loss)		-				238,511				-			-				-				227,046				-				11,465
Other comprehensive income/(loss):
Net unrealized gains/(losses) on securities available-for-sale		-				(20,626	)			-			-				-				-				(20,626	)			-
Net unrealized gains/(losses) on cash flow hedges		-				(1,265	)			-			-				-				-				(1,265	)			-
Net unrealized gains/(losses) on pension and other postretirement plans		-				(11,571	)			-			-				-				-				(11,571	)			-
Comprehensive income/(loss)		-				205,049				-			-				-				227,046				(33,462	)			11,465
Cash dividends declared:
Preferred stock ($6,200 per share)		-				(6,200	)			-			-				-				(6,200	)			-				-
Common stock ($.28 per share)		-				(66,160	)			-			-				-				(66,160	)			-				-
Common stock repurchased (b)		(7,653	)			(97,396	)			-			(4,783	)			(92,613	)			-				-				-
Common stock issued for:
Stock options and restricted stock – equity awards		2,690				22,521				-			1,681				20,840				-				-				-
Tax benefit/(benefit reversal) – stock-based
compensation expense		-				1,613				-			-				1,613				-				-				-
Stock-based compensation expense		-				17,536				-			-				17,536				-				-				-
Dividends declared – noncontrolling interest of
subsidiary preferred stock		-				(11,465	)			-			-				-				-				-				(11,465	)
Other		-				-				-			-				(43	)			43				-				-
Balance, December 31, 2016		233,624			$	2,705,084			$	95,624		$	146,015			$	1,386,636			$	1,029,032			$	(247,654	)		$	295,431

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

See accompanying notes to consolidated financial statements.

(a)	Due to the nature of the preferred stock issued by FHN’s subsidiaries, all components of other comprehensive income/(loss) have been attributed solely to FHN as the controlling interest holder.
(b)	2016, 2015 and 2014 include $93.5 million, $28.4 million and $38.5 million, respectively, repurchased under share repurchase programs.

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CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)		Year Ended December 31
		2016				2015				2014
Operating	Net income/(loss)		$	238,511			$	97,313			$	234,046
Activities	Adjustments to reconcile net income/(loss) to net cash provided/(used) by operating activities:
	Provision for loan losses			11,000				9,000				27,000
	Provision/(benefit) for deferred income taxes			79,604				24,196				3,729
	Depreciation and amortization of premises and equipment			32,387				35,780				35,715
	Amortization of intangible assets			5,198				5,253				4,170
	Net other amortization and accretion			27,088				19,710				17,009
	Net (increase)/decrease in derivatives			1,886				(6,617	)			170
	Fair value adjustment on mortgage servicing rights			-				-				(1,248	)
	Repurchase and foreclosure provision/(provision credit)			(31,400	)			-				(4,300	)
	Losses and write-downs on other real estate, net			8				1,258				2,160
	Litigation and regulatory matters			13,400				15,118				56,187
	Stock-based compensation expense			17,536				13,796				11,351
	(Tax benefit)/benefit reversal – stock based compensation expense			(1,613	)			(356	)			7,220
	Equity securities (gains)/losses, net			144				458				(2,872	)
	Debt securities (gains)/losses, net			(1,485	)			(1,836	)			-
	Gain on extinguishment of debt			-				(5,793	)			4,166
	Loss on deconsolidation of securitization trusts			-				-				1,960
	Net (gains)/losses on sale/disposal of fixed assets			3,447				454				1,906
	Proceeds from sale of mortgage servicing rights			-				-				70,204
	Loans held-for-sale:
	Purchases and originations			(165,887	)			(9,731	)			(23,960	)
	Gross proceeds from settlements and sales			181,136				25,587				300,984
	(Gain)/loss due to fair value adjustments and other			(155	)			(913	)			(48,157	)
	Qualified pension plan contribution			(165,000	)			-				-
	Net (increase)/decrease in:
	Trading securities			(18,050	)			311,210				(392,806	)
	Fixed income receivables			6,249				(21,172	)			2,767
	Interest receivable			1,627				4,804				1,911
	Other assets			(7,191	)			(78,824	)			294,139
	Net increase/(decrease) in:
	Trading liabilities			(4,171	)			(28,295	)			225,966
	Fixed income payables			(2,070	)			4,915				(3,016	)
	Interest payable			(4,535	)			(9,124	)			169
	Other liabilities			(36,546	)			(39,153	)			(121,862	)
	Total adjustments			(57,393	)			269,725				470,662
	Net cash provided/(used) by operating activities			181,118				367,038				704,708
Investing	Available-for-sale securities:
Activities	Sales			444,222				69,650				7,829
	Maturities			736,956				664,335				627,487
	Purchases			(1,239,912	)			(1,066,194	)			(751,365	)
	Held-to-maturity securities:
	Purchases			-				(10,000	)			-
	Premises and equipment:
	Sales			11,396				41,143				3,507
	Purchases			(62,554	)			(39,947	)			(31,404	)
	Proceeds from sale of other real estate			27,135				23,253				53,046
	Net (increase)/decrease in:
	Loans (a)			(1,931,026	)			(1,216,419	)			(917,848	)
	Interests retained from securitizations classified as trading securities			2,429				1,731				1,692
	Interest-bearing cash			(457,198	)			1,019,131				(891,670	)
	Cash received/(paid) for business combination, net			-				(5,087	)			413,352
	Net cash provided/(used) by investing activities			(2,468,552	)			(518,404	)			(1,485,374	)
Financing	Common stock:
Activities	Stock options exercised			22,479				7,219				1,864
	Cash dividends paid			(63,504	)			(53,947	)			(47,366	)
	Repurchase of shares (b)			(97,396	)			(32,648	)			(43,579	)
	Tax benefit/(benefit reversal) – stock based compensation expense			1,613				356				(7,220	)
	Cash dividends paid – preferred stock – noncontrolling interest			(11,434	)			(11,559	)			(11,465	)
	Cash dividends paid – Series A preferred stock			(6,200	)			(6,200	)			(6,200	)
	Term borrowings:
	Issuance			100				495,555				396,393
	Payments/maturities			(267,527	)			(1,026,708	)			(23,572	)
	Increases in restricted and secured term borrowings			-				-				2,310
	Net cash paid to deconsolidate/collapse securitization trusts			-				-				(225,151	)
	Net increase/(decrease) in:
	Deposits			2,705,757				1,555,280				898,232
	Short-term borrowings			10,277				(816,324	)			89,916
	Net cash provided/(used) by financing activities			2,294,165				111,024				1,024,162
	Net increase/(decrease) in cash and cash equivalents			6,731				(40,342	)			243,496
	Cash and cash equivalents at beginning of period			1,031,063				1,071,405				827,909
	Cash and cash equivalents at end of period		$	1,037,794			$	1,031,063			$	1,071,405
Supplemental	Total interest paid		$	92,456			$	90,722			$	81,151
Disclosures	Total taxes paid			11,609				14,990				77,779
	Total taxes refunded			3,950				33,909				3,947
	Transfer from loans to other real estate owned			10,317				16,728				23,566

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

See accompanying notes to consolidated financial statements.

(a)	2016 includes $537.4 million UPB of loans acquired from GE Capital.
(b)	2016, 2015 and 2014 include $93.5 million, $28.4 million and $38.5 million, respectively, repurchased under share repurchase programs.

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Notes to the Consolidated Financial Statements

Note 1 q Summary of Significant Accounting Policies

Basis of Accounting. The consolidated financial statements of First Horizon National Corporation (“FHN”), including its subsidiaries, have been prepared in conformity with accounting principles generally accepted in the United States of America and follow general practices within the industries in which it operates. This preparation requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. These estimates and assumptions are based on information available as of the date of the financial statements and could differ from actual results.

Principles of Consolidation and Basis of Presentation. The consolidated financial statements include the accounts of FHN and other entities in which it has a controlling financial interest. Variable Interest Entities (“VIEs”) for which FHN or a subsidiary has been determined to be the primary beneficiary are also consolidated. Affiliates for which FHN is not considered the primary beneficiary and in which FHN does not have a controlling financial interest are accounted for by the equity method. These investments are included in other assets, and FHN’s proportionate share of income or loss is included in noninterest income. All significant intercompany transactions and balances have been eliminated. For purposes of comparability, certain prior period amounts have been reclassified to conform to current year presentation.

Business Combinations. FHN accounts for acquisitions meeting the definition of a business combination in accordance with ASC 805, “Business Combinations,” which requires acquired assets and liabilities (other than tax and certain benefit plan balances) to be recorded at fair value. Business combinations are included in the financial statements from the respective dates of acquisition. Acquisition related costs are expensed as incurred.

Revenue Recognition. FHN derives a significant portion of its revenues from fee-based services. Noninterest income from transaction-based fees is generally recognized when the transactions are completed. Noninterest income from service-based fees is generally recognized over the period in which FHN provides the service.

Deposit Transactions and Cash Management. Deposit transactions and cash management include fees for services related to consumer and commercial deposit products (such as service charges on checking accounts), cash management products and services such as electronic transaction processing (Automated Clearing House and Electronic Data Interchange), account reconciliation services, cash vault services, lockbox processing, and information reporting to large corporate clients.

Insurance Commissions. Insurance commissions are derived from the sale of insurance products, including acting as an independent agent to provide life, long-term care, and disability insurance.

Trust Services and Investment Management. Trust services and investment management fees include investment management, personal trust, employee benefits, and custodial trust services.

Brokerage, Management Fees and Commissions. Brokerage, management fees and commissions include fees for portfolio management, trade commissions, and annuity and mutual fund sales.

Statements of Cash Flows. For purposes of these statements, cash and due from banks, federal funds sold, and securities purchased under agreements to resell are considered cash and cash equivalents. Federal funds are usually sold for one-day periods, and securities purchased under agreements to resell are short-term, highly liquid investments.

Trading Activities. Securities purchased in connection with underwriting or dealer activities (long positions) are carried at fair market value as trading securities. Gains and losses, both realized and unrealized, on these securities are reflected in fixed income noninterest income. Trading liabilities include securities that FHN has sold to other parties but does not own (short positions). FHN is obligated to purchase securities at a future date to cover the short positions. Assets and liabilities for unsettled trades are recorded on the Consolidated

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Note 1 q Summary of Significant Accounting Policies (continued)

Statements of Condition as “Fixed income receivables” or “Fixed income payables.” Retained interests from sales and securitizations of first lien mortgages are recognized at fair value as trading securities with gains and losses, both realized and unrealized, recognized in other income on the Consolidated Statements of Income. Cash receipts and payments are classified in investing activities on the Consolidated Statements of Cash Flows based on the purpose for which such financial assets were retained.

Investment Securities. Investment securities are reviewed quarterly for possible other-than-temporary impairment (“OTTI”). The review includes an analysis of the facts and circumstances of each individual investment such as the degree of loss, the length of time the fair value has been below cost, the expectation for that security’s performance, the creditworthiness of the issuer and FHN’s intent and ability to hold the security. Debt securities that may be sold prior to maturity and equity securities are classified as securities available-for-sale (“AFS”) and are carried at fair value. The unrealized gains and losses on securities available-for-sale, including debt securities for which no credit impairment exists, are excluded from earnings and are reported, net of tax, as a component of other comprehensive income within shareholders’ equity and the Statements of Comprehensive Income. Debt securities which management has the intent and ability to hold to maturity (“HTM”) are reported at amortized cost.

Realized gains and losses for investment securities are determined by the specific identification method and reported in noninterest income. Declines in value judged to be other-than-temporary based on FHN’s analysis of the facts and circumstances related to an individual investment, including securities that FHN has the intent to sell, are also determined by the specific identification method. For HTM debt securities, OTTI recognized is typically credit-related and is reported in noninterest income. For impaired AFS debt securities that FHN does not intend to sell and will not be required to sell prior to recovery but for which credit losses exist, the OTTI recognized is separated between the total impairment related to credit losses which is reported in noninterest income, and the impairment related to all other factors which is excluded from earnings and reported, net of tax, as a component of other comprehensive income within shareholders’ equity and the Statements of Comprehensive Income.

National banks chartered by the federal government are, by law, members of the Federal Reserve System. Each member bank is required to own stock in its regional Federal Reserve Bank (“FRB”). Given this requirement, FRB stock may not be sold, traded, or pledged as collateral for loans. Membership in the Federal Home Loan Bank (“FHLB”) network requires ownership of capital stock. Member banks are entitled to borrow funds from the FHLB and are required to pledge mortgage loans as collateral. Investments in the FHLB are non-transferable and, generally, membership is maintained primarily to provide a source of liquidity as needed. Other equity investments include a mutual fund which is recognized at net asset value as well as various cost method investments that are subject to impairment reviews when recovery of the recorded investment is considered uncertain.

Securities Purchased Under Agreements to Resell and Securities Sold Under Agreements to Repurchase. FHN enters into short-term securities purchased under agreements to resell transactions which are accounted for as collateralized financings except where FHN does not have an agreement to sell the same or substantially the same securities before maturity at a fixed or determinable price. All of FHN’s securities purchased under agreements to resell are recognized as collateralized financings. Securities delivered under these transactions are delivered to either the dealer custody account at the FRB or to the applicable counterparty. Securities sold under agreements to repurchase are offered to cash management customers as an automated, collateralized investment account. Securities sold under agreements to repurchase are also used by the consumer/commercial bank to obtain favorable borrowing rates on its purchased funds. All of FHN’s securities sold under agreements to repurchase are secured borrowings.

Collateral is valued daily and FHN may require counterparties to deposit additional securities or cash as collateral, or FHN may return cash or securities previously pledged by counterparties, or FHN may be required to post additional securities or cash as collateral, based on the contractual requirements for these transactions.

FHN’s fixed income business utilizes securities borrowing arrangements as part of its trading operations. Securities borrowing transactions generally require FHN to deposit cash with the securities lender. The amount

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Note 1 q Summary of Significant Accounting Policies (continued)

of cash advanced is recorded within Securities purchased under agreements to resell in the Consolidated Statements of Condition. These transactions are not considered purchases and the securities borrowed are not recognized by FHN. FHN does not conduct securities lending transactions.

Loans Held-for-Sale. Loans originated or purchased in which management lacks the intent to hold are included in loans held-for-sale in the Consolidated Statements of Condition. FHN has elected the fair value option on a prospective basis for certain mortgage loans held for sale, including loans originated subsequent to 2007 and repurchased loans that are not governmentally insured. Such loans are carried at fair value, with changes in the fair value recognized in the other income section of the Consolidated Statements of Income. For mortgage loans originated for sale for which the fair value option is elected, loan origination fees are recorded by FHN when earned and related direct loan origination costs are recognized when incurred. See Note 24 – Fair Value of Assets and Liabilities for additional information. FHN accounts for Small Business Administration loans, mortgage loans held-for-sale which were originated prior to 2008 and mortgage loans held-for-sale for which fair value accounting was not elected (primarily repurchased government-insured loans) at the lower of cost or market value (“LOCOM”).

Loans. Generally, loans are stated at principal amounts outstanding, net of unearned income. Interest on loans is recognized on an accrual basis at the applicable interest rate on the principal amount outstanding. Loan origination fees and direct costs as well as premiums and discounts are amortized as level yield adjustments over the respective loan terms. Unamortized net fees or costs are recognized upon early repayment of the loans or charge-off. Loan commitment fees are generally deferred and amortized on a straight-line basis over the commitment period.

Nonaccrual and Past Due Loans. Generally, loans are placed on nonaccrual status if it becomes evident that full collection of principal and interest is at risk, impairment has been recognized as a partial charge-off of principal balance due to insufficient collateral value and past due status, or on a case-by-case basis if FHN continues to receive payments, but there are other borrower-specific issues.

• The accrual status policy for commercial troubled debt restructurings (“TDRs”) follows the same internal policies and procedures as other commercial portfolio loans.

• Residential real estate secured loans discharged in bankruptcy that have not been reaffirmed by the borrower (“discharged bankruptcies”) are placed on nonaccrual regardless of delinquency status and are reported as TDRs.

• Current second lien residential real estate loans that are junior to first liens are placed on nonaccrual status if the first lien is 90 or more days past due, is a bankruptcy, or is a troubled debt restructuring.

• Consumer real estate (HELOC and residential real estate installment loans), if not already on nonaccrual per above situations, are placed on nonaccrual if the loan is 30 or more days delinquent at the time of modification and is also determined to be a TDR.

• Government guaranteed/insured residential mortgage loans remain on accrual (even if the loan falls into one of the above categories) because the collection of principal and interest is reasonably assured.

For commercial and consumer loans within each portfolio segment and class that have been placed on nonaccrual status, accrued but uncollected interest is reversed and charged against interest income when the loan is placed on nonaccrual status. Management may elect to continue the accrual of interest when the estimated net realizable value of collateral is sufficient to recover the principal balance and accrued interest. Interest payments received on nonaccrual loans are normally applied to outstanding principal first. Once all principal has been received, additional interest payments are recognized on a cash basis as interest income.

Generally, commercial and consumer loans within each portfolio segment and class that have been placed on nonaccrual status can be returned to accrual status if all principal and interest is current and FHN expects full repayment of the remaining contractual principal and interest. This typically requires that a borrower make

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Note 1 q Summary of Significant Accounting Policies (continued)

payments in accordance with the contractual terms for a sustained period of time (generally for a minimum of six months) before being returned to accrual status. For TDRs, 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 whether the borrower is capable of servicing the level of debt under the modified terms.

Residential real estate loans discharged through Chapter 7 bankruptcy and not reaffirmed by the borrower are not returned to accrual status. For current second liens that have been placed on nonaccrual because the first lien is 90 or more days past due or is a TDR or bankruptcy, the second lien may be returned to accrual upon pay-off or cure of the first lien.

Charge-offs. For all commercial and consumer loan portfolio segments, all losses of principal are charged to the allowance for loan losses (“ALLL”) in the period in which the loan is deemed to be uncollectible.

For consumer loans, the timing of a full or partial charge-off generally depends on the loan type and delinquency status. Generally, for the consumer real estate and permanent mortgage portfolio segments, a loan will be either partially or fully charged-off when it becomes 180 days past due. At this time, if the collateral value does not support foreclosure, balances are fully charged-off and other avenues of recovery are pursued. If the collateral value supports foreclosure, the loan is charged-down to net realizable value (collateral value less estimated costs to sell) and is placed on nonaccrual status. For residential real estate loans discharged in Chapter 7 bankruptcy and not reaffirmed by the borrower, the fair value of the collateral position is assessed at the time FHN is made aware of the discharge and the loan is charged down to the net realizable value (collateral value less estimated costs to sell). Within the credit card and other portfolio segment, credit cards and installment loans secured by automobiles are normally charged-off upon reaching 180 days past due while other non-real estate consumer loans are charged-off upon reaching 120 days past due.

Impaired Loans. Impaired loans include nonaccrual commercial loans greater than $1 million and modified consumer and commercial loans that have been classified as a TDR and are individually measured for impairment under the guidance of ASC 310. TDRs are always reported as such unless the TDR has exhibited sustained performance, was reported as a TDR over a year-end, and the modified terms were market-based at the time of modification.

Purchased Credit-Impaired Loans. ASC 310-30 “Accounting for Certain Loans or Debt Securities Acquired in a Transfer,” provides guidance for acquired loans that have exhibited deterioration of credit quality between origination and the time of acquisition and for which the timely collection of the interest and principal is not reasonably assured (“PCI loans”). PCI loans are initially recorded at fair value which is estimated by discounting expected cash flows at acquisition date. The expected cash flows include all contractually expected amounts (including interest) and incorporate an estimate for future expected credit losses, pre-payment assumptions, and yield requirement for a market participant, among other things. To the extent possible, certain PCI loans were aggregated into pools with composite interest rate and cash flows expected to be collected for the pool. Aggregation into loan pools is based upon common risk characteristics that include similar credit risk or risk ratings, and one or more predominant risk characteristics. Each PCI pool is accounted for as a single unit.

Accretable yield is initially established at acquisition and is the excess of cash flows expected at acquisition over the initial investment in the loan and is recognized in interest income over the remaining life of the loan, or pool of loans. Nonaccretable difference is initially established at acquisition and is the difference between the contractually required payments at acquisition and the cash flows expected to be collected at acquisition. FHN estimates expected cash flows for PCI loans on a quarterly basis. Increases in expected cash flows from the last measurement result in reversal of any nonaccretable difference (or allowance for loan losses to the extent any has previously been recorded) with a prospective positive impact on interest income. Decreases to the expected cash flows result in an increase in the allowance for loan losses through provision expense.

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Note 1 q Summary of Significant Accounting Policies (continued)

FHN does not report PCI loans as nonperforming loans due to the accretion of interest income. Additionally, PCI loans that have been pooled and subsequently modified will not be reported as troubled debt restructurings since the pool is the unit of measurement.

Allowance for Loan Losses. The ALLL is maintained at a level that management determines is sufficient to absorb estimated probable incurred losses in the loan portfolio. The ALLL is increased by the provision for loan losses and loan recoveries and is decreased by loan charge-offs. The ALLL is determined in accordance with ASC 450-20-50 “Contingencies – Accruals for Loss Contingencies” and is composed of reserves for commercial loans evaluated based on pools of credit graded loans and reserves for pools of smaller-balance homogeneous consumer and commercial loans. 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. Additionally, the ALLL includes specific reserves established in accordance with ASC 310-10-35 for loans determined by management to be individually impaired as well as reserves associated with PCI loans. Management uses analytical models to estimate probable incurred losses in the loan portfolio as of the balance sheet date. The models, which are primarily driven by historical losses, are carefully reviewed to identify trends that may not be captured in the historical loss factors used in the models. Management uses qualitative adjustments for those items not yet captured in the models like current events, recent trends in the portfolio, current underwriting guidelines, and local and macroeconomic trends, among other things.

The nature of the process by which FHN determines the appropriate ALLL requires the exercise of considerable judgment. See Note 5 – Allowance for Loan Losses for a discussion of FHN’s ALLL methodology and a description of the models utilized in the estimation process for the commercial and consumer loan portfolios.

Key components of the estimation process are as follows: (1) commercial loans determined by management to be individually impaired loans are evaluated individually and specific reserves are determined based on the difference between the outstanding loan amount and the estimated net realizable value of the collateral (if collateral dependent), the present value of expected future cash flows or by observable market prices; (2) individual commercial loans not considered to be individually impaired are segmented based on similar credit risk characteristics and evaluated on a pool basis; (3) reserve rates for the commercial segment are calculated based on historical net charge-offs and are subject to adjustment by management to reflect current events, trends, and conditions (including economic considerations and trends); (4) management’s estimate of probable incurred losses reflects the reserve rates applied against the balance of loans in the commercial segment of the loan portfolio; (5) consumer loans are generally segmented based on loan type; (6) reserve amounts for each consumer portfolio segment are calculated using analytical models based on delinquency trends and net loss experience and are subject to adjustment by management to reflect current events, trends, and conditions (including economic considerations and trends); and (7) the reserve amount for each consumer portfolio segment reflects management’s estimate of probable incurred losses in the consumer segment of the loan portfolio.

Impairment related to individually impaired loans is measured in accordance with ASC 310-10. 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 (collateral value less estimated costs to sell). Impaired loans also include consumer TDRs.

Future adjustments to the ALLL may be necessary if economic or other conditions differ substantially from the assumptions used in making the estimates or, if required by regulators, based upon information at the time of their examinations or upon future regulatory guidance. Such adjustments to original estimates, as necessary, are made in the period in which these factors and other relevant considerations indicate that loss levels vary from previous estimates.

Premises and Equipment. Premises and equipment are carried at cost less accumulated depreciation and amortization and include additions that materially extend the useful lives of existing premises and equipment.

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All other maintenance and repair expenditures are expensed as incurred. Gains and losses on dispositions are reflected in noninterest income and expense, respectively.

Depreciation and amortization are computed on the straight-line method over the estimated useful lives of the assets and are recorded as noninterest expense. Leasehold improvements are amortized over the lesser of the lease periods or the estimated useful lives using the straight-line method. Useful lives utilized in determining depreciation for furniture, fixtures and equipment and buildings are three to fifteen and seven to forty-five years, respectively.

Real Estate Acquired by Foreclosure. Real estate acquired by foreclosure or other real estate-owned (“ORE”) consists of properties that have been acquired in satisfaction of debt. These properties are carried at the lower of the outstanding loan amount or estimated fair value less estimated costs to sell the real estate. At the time of foreclosure and in conjunction with the transfer from loans to real estate acquired by foreclosure, there is a charge-off against the ALLL if the estimated fair value less costs to sell is less than the loan’s cost basis. Subsequent declines in fair value and gains or losses on dispositions, if any, are charged to All other expense on the Consolidated Statements of Income. Prior to January 1, 2015, properties acquired by foreclosure in compliance with HUD servicing guidelines are included in “Real estate acquired by foreclosure” and are carried at the estimated amount of the underlying government insurance or guarantee. On December 31, 2016, FHN had $5.0 million of these foreclosed properties.

Required developmental costs associated with foreclosed property under construction are capitalized and included in determining the estimated net realizable value of the property, which is reviewed periodically, and any write-downs are charged against current earnings.

Intangible Assets. Intangible assets consist of “Other intangible assets” and “Goodwill.” Other intangible assets represents intangible assets, including customer lists, acquired contracts, covenants not to compete and premium on purchased deposits, which are amortized over their estimated useful lives. Assets related to deposit bases are primarily amortized over 10 years. Management evaluates whether events or circumstances have occurred that indicate the remaining useful life or carrying value of amortizing intangibles should be revised. Goodwill represents the excess of cost over net assets of acquired businesses less identifiable intangible assets. On an annual basis, FHN assesses goodwill for impairment.

Derivative Financial Instruments. FHN accounts for derivative financial instruments in accordance with ASC 815 which requires recognition of all derivative instruments on the balance sheet as either an asset or liability measured at fair value through adjustments to either accumulated other comprehensive income within shareholders’ equity or current earnings. Fair value is defined as the price that would be received to sell a derivative asset or paid to transfer a derivative liability in an orderly transaction between market participants on the transaction date. Fair value is determined using available market information and appropriate valuation methodologies. FHN has elected to present its derivative assets and liabilities gross on the Consolidated Statements of Condition. Amounts of collateral posted or received have not been netted with the related derivatives. See Note 22 – Derivatives for discussion on netting of derivatives.

FHN prepares written hedge documentation, identifying the risk management objective and designating the derivative instrument as a fair value hedge or cash flow hedge as applicable, or as a free-standing derivative instrument entered into as an economic hedge or to meet customers’ needs. All transactions designated as ASC 815 hedges must be assessed at inception and on an ongoing basis as to the effectiveness of the derivative instrument in offsetting changes in fair value or cash flows of the hedged item. For a fair value hedge, changes in the fair value of the derivative instrument and changes in the fair value of the hedged asset or liability attributable to the hedged risk are recognized currently in earnings. For a cash flow hedge, changes in the fair value of the derivative instrument, to the extent that it is effective, are recorded in accumulated other comprehensive income and subsequently reclassified to earnings as the hedged transaction impacts net income. Any ineffective portion of a cash flow hedge is recognized currently in earnings. For free-standing derivative instruments, changes in fair values are recognized currently in earnings. See Note 22 – Derivatives for additional information.

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Note 1 q Summary of Significant Accounting Policies (continued)

Cash flows from derivative contracts are reported as operating activities on the Consolidated Statements of Cash Flows.

Advertising and Public Relations. Advertising and public relations costs are generally expensed as incurred.

Income Taxes. FHN accounts for income taxes using the asset and liability method pursuant to ASC 740, “Income Taxes,” which requires the recognition of deferred tax assets (“DTAs”) and liabilities (“DTLs”) for the expected future tax consequences of events that have been included in the financial statements. Under this method, FHN’s deferred tax assets and liabilities are determined based on differences between financial statement carrying amounts and the corresponding tax basis of certain assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on DTAs and DTLs is recognized in income in the period that includes the enactment date.

Additionally, DTAs are subject to a “more likely than not” test to determine whether the full amount of the DTAs should be recognized in the financial statements. FHN evaluates the likelihood of realization of the DTA based on both positive and negative evidence available at the time, including (as appropriate) scheduled reversals of DTLs, projected future taxable income, tax planning strategies, and recent financial performance. If the “more likely than not” test is not met, a valuation allowance must be established against the DTA. In the event FHN determines that DTAs are realizable in the future in excess of their net recorded amount, FHN would make an adjustment to the valuation allowance, which would reduce the provision for income taxes.

FHN records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) it is determined whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority is recognized. FHN’s ASC 740 policy is to recognize interest and penalties related to unrecognized tax benefits as a component of income tax expense. Accrued interest and penalties are included within the related tax asset/liability line in the consolidated balance sheet.

FHN uses the flow-through method to account for federal investment tax credits earned on eligible research and development expenditures and for state investment tax credits. Under this method, the investment tax credits are recognized as a reduction to income tax expense in the year they are earned.

FHN and its eligible subsidiaries are included in a consolidated federal income tax return. FHN files separate returns for subsidiaries that are not eligible to be included in a consolidated federal income tax return. Based on the laws of the applicable state where it conducts business operations, FHN either files consolidated, combined, or separate returns. With few exceptions, FHN is no longer subject to U.S. federal or state and local tax examinations by tax authorities for years before 2013. FHN is currently under audit in several states.

Earnings per Share. Earnings per share is computed by dividing net income or loss available to common shareholders by the weighted average number of common shares outstanding for each period. Diluted earnings per share in net income periods is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding adjusted to include the number of additional common shares that would have been outstanding if the potential dilutive common shares resulting from restricted shares or units and options granted under FHN’s equity compensation plans and deferred compensation arrangements had been issued. FHN utilizes the treasury stock method in this calculation. Diluted earnings per share does not reflect an adjustment for potentially dilutive shares in periods in which a net loss available to common shareholders exists.

Equity Compensation. FHN accounts for its employee stock-based compensation plans using the grant date fair value of an award to determine the expense to be recognized over the life of the award. Stock options are valued using an option-pricing model, such as Black-Scholes. Restricted and performance shares and share units are valued at the stock price on the grant date. Awards with post-vesting transfer restrictions are discounted using models that reflect market considerations for illiquidity. For awards with service vesting criteria, expense is recognized using the straight-line method over the requisite service period (generally the

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Note 1 q Summary of Significant Accounting Policies (continued)

vesting period) and is adjusted for anticipated forfeitures. For awards vesting based on a performance measure, anticipated performance is projected to determine the number of awards expected to vest, and the corresponding aggregate expense is adjusted to reflect the elapsed portion of the performance period. If a performance period extends beyond the required service term, total expense is adjusted for changes in estimated achievement through the end of the performance period. The fair value of equity awards with cash payout requirements, as well as awards for which fair value cannot be estimated at grant date, is remeasured each reporting period through vesting date. Performance awards with pre-grant date achievement criteria are expensed over the period from the start of the performance period through the end of the service vesting term. Awards are amortized using the nonsubstantive vesting methodology which requires that expense associated with awards having only service vesting criteria that continue vesting after retirement be recognized over a period ending no later than an employee’s retirement eligibility date.

Repurchase and Foreclosure Provision. The repurchase and foreclosure provision is the charge to earnings necessary to maintain the liability at a level that reflects management’s best estimate of losses associated with the repurchase of loans previously transferred in whole loans sales or securitizations, or make whole requests as of the balance sheet date. See Note 17 – Contingencies and Other Disclosures for discussion related to FHN’s obligations to repurchase such loans.

Legal Costs. Generally, legal costs are expensed as incurred.

Contingency Accruals. Contingent liabilities arise in the ordinary course of business, including those related to lawsuits, arbitration, mediation, and other forms of litigation. FHN establishes loss contingency liabilities for matters when loss is both probable and reasonably estimable in accordance with ASC 450-20-50 “Contingencies – Accruals for Loss Contingencies”. If loss for a matter is probable and a range of possible loss outcomes is the best estimate available, accounting guidance generally requires a liability to be established at the low end of the range. Expected recoveries from insurance and indemnification arrangements are recognized if they are considered equally as probable and reasonably estimable as the related loss contingency up to the recognized amount of the estimated loss. Gain contingencies and expected recoveries from insurance and indemnification arrangements in excess of the associated recorded estimated losses are recognized when received. Recognized recoveries are recorded as offsets to the related expense in the Consolidated Statements of Income. The favorable resolution of a gain contingency generally results in the recognition of other income in the Consolidated Statements of Income.

Summary of Accounting Changes. Effective January 1, 2016, FHN early adopted the provisions of ASU 2016-05, “Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships,” on a prospective basis. ASU 2016-05 clarifies that a change in the counterparty of a derivative instrument that has been designated as the hedging instrument in an accounting hedge relationship does not, in and of itself, require dedesignation of that hedging relationship provided that all other hedge accounting criteria continue to be met. FHN considers the revised guidance to better reflect the nature of hedge accounting relationships by clarifying that, when considered solely, the counterparty is not a critical term in a hedge relationship. Because FHN has applied specific SEC staff guidance for novation (to facilitate central clearing requirements) of derivatives to prior and existing accounting hedge relationships, adoption of ASU 2016-05 had no effect on FHN.

Effective January 1, 2016, FHN early adopted the provisions of ASU 2016-06, “Contingent Put and Call Options in Debt Instruments,” which resolves diversity in practice for the bifurcation assessment when a contingent put or call option is embedded within a hybrid debt instrument. ASU 2016-06 clarifies that an entity is not required to assess whether the triggering event is related to interest rate or credit risks when performing the bifurcation analysis. FHN’s existing bifurcation assessment process conforms to the methodology outlined in ASU 2016-06.

Effective January 1, 2016, FHN adopted the provisions of ASU 2014-12, “Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period.” ASU 2014-12 requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition in determining expense recognition for the award. Thus, compensation cost is recognized over the requisite service period based on the

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Note 1 q Summary of Significant Accounting Policies (continued)

probability of achievement of the performance condition. Expense is adjusted after the requisite service period for changes in the probability of achievement. The adoption of ASU 2014-12 had no effect on FHN.

Effective January 1, 2016, FHN adopted the provisions of ASU 2015-02, “Amendments to the Consolidation Analysis.” ASU 2015-02 revises current consolidation guidance to modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities. ASU 2015-02 also eliminates the presumption that a general partner should consolidate a limited partnership, revises the consolidation analysis for reporting entities that have fee arrangements and related party relationships with variable interest entities, and provides a scope exception for entities with interests in registered money market funds. The adoption of ASU 2015-02 had no significant effect on FHN.

Effective January 1, 2016, FHN adopted the provisions of ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs.” ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented as a direct reduction from the carrying value of that debt liability, consistent with debt discounts. ASU 2015-03 requires application on a retrospective basis, with prior periods revised to reflect the effects of adoption. Consistent with prior requirements, FHN previously classified debt issuance costs within Other assets in the Consolidated Statements of Condition. The adoption of ASU 2015-03 had no effect on FHN’s recognition of interest expense. The effects of the retrospective application of the change in presentation of debt issuance costs are summarized in the table below.

(Dollars in thousands)	As of December 31
	2015
Increase/(decrease) to previously reported Consolidated Statements of Condition amounts:
Other assets		$	(2,499	)
Term Borrowings			(2,499	)

In August 2014, the FASB issued ASU 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” ASU 2014-15 requires an entity’s management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. If such events or conditions exist, additional disclosures are required and management should evaluate whether its plans sufficiently alleviate the substantial doubt. ASU 2014-15 is effective for the annual period ending after December 15, 2016 and all interim and annual periods thereafter. The provisions of ASU 2014-15 did not affect FHN.

Accounting Changes Issued but Not Currently Effective In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers.” ASU 2014-09 does not change revenue recognition for financial assets. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This is accomplished through a five-step recognition framework involving 1) the identification of contracts with customers, 2) identification of performance obligations, 3) determination of the transaction price, 4) allocation of the transaction price to the performance obligations and 5) recognition of revenue as performance obligations are satisfied. Additionally, qualitative and quantitative information is required for disclosure regarding the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. In February 2016, the FASB issued ASU 2016-08, “Principal versus Agent Considerations,” which provides additional guidance on whether an entity should recognize revenue on a gross or net basis, based on which party controls the specified good or service before that good or service is transferred to a customer. In April 2016, the FASB issued ASU 2016-10, “Identifying Performance Obligations and Licensing,” which clarifies the original guidance included in ASU 2014-09 for identification of the goods or services provided to customers and enhances the implementation guidance for licensing arrangements. ASU 2016-12, “Narrow-Scope Improvements and Practical Expedients,” was issued in May 2016 to provide additional guidance for the implementation and application of ASU 2014-09. “Technical Corrections and Improvements” ASU 2016-20 was issued in December 2016 and provides further guidance on certain issues. These ASUs are effective in annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early application is permitted for annual reporting periods

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beginning after December 15, 2016, and associated interim periods. Transition to the new requirements may be made by retroactively revising prior financial statements (with certain practical expedients permitted) or by a cumulative effect through retained earnings. If the latter option is selected, additional disclosures are required for comparability. FHN will not early adopt these ASUs and is evaluating their effects on its revenue recognition practices. Currently, FHN anticipates that it will elect to adopt the provisions of the revenue recognition standards through a cumulative effect to retained earnings with comparability disclosures provided throughout 2018.

In January 2016, the FASB issued ASU 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities.” ASU 2016-01 makes several revisions to the accounting, presentation and disclosure for financial instruments. Equity investments (except those accounted for under the equity method, those that result in consolidation of the investee, and those held by entities subject to specialized industry accounting which already apply fair value through earnings) are required to be measured at fair value with changes in fair value recognized in net income. This excludes FRB and FHLB stock holdings which are specifically exempted from the provisions of ASU 2016-01. An entity may elect to measure equity investments that do not have readily determinable market values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar instruments from the same issuer. ASU 2016-01 also requires a qualitative impairment review for equity investments without readily determinable fair values, with measurement at fair value required if impairment is determined to exist. For liabilities for which fair value has been elected, ASU 2016-01 revises current accounting to record the portion of fair value changes resulting from instrument-specific credit risk within other comprehensive income rather than earnings. FHN has not elected fair value accounting for any existing financial liabilities. Additionally, ASU 2016-01 clarifies that the need for a valuation allowance on a deferred tax asset related to available-for-sale securities should be assessed in combination with all other deferred tax assets rather than being assessed in isolation. ASU 2016-01 also makes several changes to existing fair value presentation and disclosure requirements, including a provision that all disclosures must use an exit price concept in the determination of fair value. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Transition will be through a cumulative effect adjustment to retained earnings for equity investments with readily determinable fair values. Equity investments without readily determinable fair values, for which the accounting election is made, will have any initial fair value marks recorded through earnings prospectively after adoption.

Upon adoption, FHN will reclassify all equity investments out of available-for-sale securities, leaving only debt securities within this classification. FHN has evaluated the nature of its current equity investments and determined that substantially all qualify for the election available to assets without readily determinable fair values, including its holdings of Visa Class B shares. Accordingly, FHN intends to apply this election and any fair value marks for these investments will be recognized through earnings on a prospective basis subsequent to adoption. FHN continues to evaluate the appropriate characteristics of “similar” instruments as well as related valuation inputs and methodologies for its equity investments without readily determinable fair values. The requirements of ASU 2016-01 related to assessment of deferred tax assets and disclosure of the fair value of financial instruments will not have a significant effect on FHN because its current accounting and disclosure practices conform to the requirements of ASU 2016-01. FHN also continues to evaluate the impact of ASU 2016-01 on other aspects of its current accounting and disclosure practices.

In February 2016, the FASB issued ASU 2016-02, “Leases,” which requires a lessee to recognize in its statement of condition a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. ASU 2016-02 leaves lessor accounting largely unchanged from prior standards. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. All other leases must be classified as financing or operating leases which depends on the relationship of the lessee’s rights to the economic value of the leased asset. For finance leases, interest on the lease liability is recognized separately from amortization of the right-of-use asset in earnings, resulting in higher expense in the earlier portion of the lease term. For operating leases, a single lease cost is calculated so that the cost of the lease is allocated over the lease term on a generally straight-line basis.

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Note 1 q Summary of Significant Accounting Policies (continued)

In transition to ASU 2016-02, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The modified retrospective approach includes a number of optional practical expedients that entities may elect to apply, which would result in continuing to account for leases that commence before the effective date in accordance with previous requirements (unless the lease is modified) except that lessees are required to recognize a right-of-use asset and a lease liability for all operating leases at each reporting date based on the present value of the remaining minimum rental payments that were tracked and disclosed under previous requirements. ASU 2016-02 also requires expanded qualitative and quantitative disclosures to assess the amount, timing, and uncertainty of cash flows arising from lease arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. FHN is evaluating the impact of ASU 2016-02 on its current accounting and disclosure practices.

In March 2016, the FASB issued ASU 2016-04, “Recognition of Breakage of Certain Prepaid Stored-Value Products,” which indicates that liabilities related to the sale of prepaid stored-value products are considered financial liabilities and should have a breakage estimate applied for estimated unused funds. ASU 2016-04 does not apply to stored-value products that can only be redeemed for cash, are subject to escheatment or are linked to a segregated bank account. ASU 2016-04 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. FHN is evaluating the impact of ASU 2016-04 on its current accounting and disclosure practices.

In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting,” which makes several revisions to equity compensation accounting. Under the new guidance all excess tax benefits and deficiencies that occur when an award vests, is exercised, or expires will be recognized in income tax expense as discrete period items. Previously, these transactions were typically recorded directly within equity. Consistent with this change, excess tax benefits and deficiencies will no longer be included within estimated proceeds when performing the treasury stock method for calculation of diluted earnings per share. Excess tax benefits will also be recognized at the time an award is exercised or vests compared to the current requirement to delay recognition until the deduction reduces taxes payable. The presentation of excess tax benefits in the statement of cash flows will shift to an operating activity from the current classification as a financing activity.

ASU 2016-09 also provides an accounting policy election to recognize forfeitures of awards as they occur when estimating stock-based compensation expense rather than the current requirement to estimate forfeitures from inception. Further, ASU 2016-09 permits employers to use a net-settlement feature to withhold taxes on equity compensation awards up to the maximum statutory tax rate without affecting the equity classification of the award. Under current guidance, withholding of equity awards in excess of the minimum statutory requirement results in liability classification for the entire award. The related cash remittance by the employer for employee taxes will be treated as a financing activity in the statement of cash flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Transition to the new guidance will be accomplished through a combination of retrospective, cumulative-effect adjustment to equity and prospective methodologies. FHN estimates, based on currently enacted tax rates, that adoption of ASU 2016-09 in 2017 will result in an incremental effect on tax provision ranging from $4.0 million of tax benefit to $2.0 million of additional tax provision. The actual effects of adoption are primarily dependent upon the share price of the FHN’s common stock, which affects the vesting of certain performance awards, probability of exercise of certain stock options and the magnitude of windfalls for all awards upon either vesting or exercise. The effects on earnings per share calculations and election to account for forfeitures as incurred are not anticipated to be significant.

In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments,” which revises the measurement and recognition of credit losses for assets measured at amortized cost (e.g., held-to-maturity (“HTM”) loans and debt securities) and available-for-sale (“AFS”) debt securities. Under ASU 2016-13, for assets measured at amortized cost, the current expected credit loss (“CECL”) is measured as the difference between amortized cost and the net amount expected to be collected. This represents a departure from existing GAAP as the “incurred loss” methodology for recognizing credit losses delays recognition until it is probable a loss has been incurred. The measurement of current expected credit losses is based on relevant

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information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Additionally, current disclosures of credit quality indicators in relation to the amortized cost of financing receivables will be further disaggregated by year of origination. ASU 2016-13 leaves the methodology for measuring credit losses on AFS debt securities largely unchanged, with the maximum credit loss representing the difference between amortized cost and fair value. However, such credit losses will be recognized through an allowance for credit losses, which permits recovery of previously recognized credit losses if circumstances change.

ASU 2016-13 also revises the recognition of credit losses for purchased financial assets with a more-than insignificant amount of credit deterioration since origination (“PCD assets”). For PCD assets, the initial allowance for credit losses is added to the purchase price. Only subsequent changes in the allowance for credit losses are recorded as a credit loss expense for PCD assets. Interest income for PCD assets will be recognized based on the effective interest rate, excluding the discount embedded in the purchase price that is attributable to the acquirer’s assessment of credit losses at acquisition. Currently, credit losses for purchased credit-impaired assets are included in the initial basis of the assets with subsequent declines in credit resulting in expense while subsequent improvements in credit are reflected as an increase in the future yield from the assets.

The provisions of ASU 2016-13 will be generally adopted through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in the year of adoption. Prospective implementation is required for debt securities for which an other-than-temporary-impairment (“OTTI”) had been previously recognized. Amounts previously recognized in accumulated other comprehensive income (“AOCI”) as of the date of adoption that relate to improvements in cash flows expected to be collected will continue to be accreted into income over the remaining life of the asset. Recoveries of amounts previously written off relating to improvements in cash flows after the date of adoption will be recorded in earnings when received. A prospective transition approach will be used for existing PCD assets where, upon adoption, the amortized cost basis will be adjusted to reflect the addition of the allowance for credit losses. Thus, an entity will not be required to reassess its purchased financial assets that exist as of the date of adoption to determine whether they would have met at acquisition the new criteria of more-than-insignificant credit deterioration since origination. An entity will accrete the remaining noncredit discount (based on the revised amortized cost basis) into interest income at the effective interest rate at the adoption date.

ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted in fiscal years beginning after December 15, 2018. FHN is still evaluating the impact of ASU 2016-13 on its current accounting and disclosure practices.

In August 2016, the FASB issued ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments,” which clarifies multiple cash flow presentation issues including providing guidance as to classification on the cash flow statement for certain cash receipts and cash payments where diversity in practice exists. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. The provisions of ASU 2016-15 should be applied using a retrospective transition method to each period presented. FHN is evaluating the impact of ASU 2016-15 on its current cash flow presentation practices.

In October 2016, the FASB issued ASU 2016-16, “Intra-Entity Transfers of Assets Other Than Inventory” which requires recognition of the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. Therefore, ASU 2016-16 reverses the current requirement to delay recognition of the tax consequences of these transactions until the associated assets are sold to an outside party. The provisions of ASU 2016-16 will be adopted through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption for previous intra-entity transfers. ASU 2016-16 is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period for which financial statements (interim or annual) have not been issued. FHN is early adopting ASU 2016-16 effective January 1, 2017, for its intra-entity asset transfers and there will not be a significant financial statement effect.

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Note 2 q Acquisitions and Divestitures

On October 27, 2016, FTN Financial announced its plan to acquire substantially all of the assets and assume substantially all of the liabilities of Coastal Securities, Inc. (“Coastal”), a national leader in the trading, securitization, and analysis of Small Business Administration (“SBA”) loans, for approximately $160 million in cash. Based in Houston, TX, Coastal also trades United States Department of Agriculture (“USDA”) loans and fixed income products and provides municipal underwriting and advisory services to its clients. Coastal’s government-guaranteed loan products, combined with FTN Financial’s existing SBA trading activities, will establish an additional major product sector for FTN Financial. The transaction, which is subject to regulatory approvals and other customary closing conditions, is expected to close in the second quarter of 2017.

On September 16, 2016, FTBNA acquired $537.4 million in unpaid principal balance (“UPB”) of restaurant franchise loans from GE Capital’s Southeast and Southwest regional portfolios. Subsequent to the acquisition the acquired loans were combined with existing FTBNA relationships to establish a franchise finance specialty lending business.

On October 2, 2015, FHN completed its acquisition of TrustAtlantic Financial Corporation (“TrustAtlantic Financial” or “TAF”), and its wholly-owned bank subsidiary TrustAtlantic Bank (“TAB”), for an aggregate of 5,093,657 shares of FHN common stock and $23.9 million in cash in a transaction valued at $96.7 million. Prior to the acquisition TAF and TAB were headquartered in Raleigh, North Carolina, where TAB had five branches located in the communities of Raleigh, Cary and Greenville. TAB merged into FTBNA on October 16, 2015 and the TAB branches became First Tennessee branches upon closing that merger. The acquisition expanded and strengthened FHN’s market share in its Mid-Atlantic region.

The following schedule details acquired assets and liabilities and consideration paid, as well as adjustments to record the assets and liabilities at their estimated fair values as of October 2, 2015:

(Dollars in thousands)	TrustAtlantic Financial Corporation
	As Acquired				Purchase Accounting/ Fair Value Adjustments				As recorded by FHN
Assets:
Cash and cash equivalents		$	18,801			$	-			$	18,801
Securities available-for-sale			73,822				(10	)			73,812
Loans, net of unearned income			298,050				(16,106	)			281,944
Allowance for loan losses			(4,639	)			4,639				-
Core deposit intangible			84				1,866				1,950
Goodwill			3,721				(3,721	)			-
Premises and equipment			2,353				1,214				3,567
Real estate acquired by foreclosure			1,018				(95	)			923
Deferred tax asset			2,940				4,262				7,202
Other assets			10,638				1,135				11,773
Total assets acquired		$	406,788			$	(6,816	)		$	399,972
Liabilities:
Deposits		$	342,788			$	1,300			$	344,088
Other liabilities			3,173				1,407				4,580
Total liabilities assumed			345,961				2,707				348,668
Net Assets Acquired		$	60,827			$	(9,523	)			51,304
Consideration paid:
Equity Consideration											(72,791	)
Cash											(23,888	)
Total consideration paid											(96,679	)
Goodwill										$	45,375

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Note 2 q Acquisitions and Divestitures (continued)

In relation to the acquisition, FHN recorded $45.4 million in goodwill, representing the excess of acquisition consideration over the estimated fair value of net assets acquired (refer to Note 7 – Intangible Assets for additional information). This goodwill is the result of expected operational synergies, expansion in the Mid-Atlantic region and other factors, and only an immaterial amount of goodwill is expected to be deductible for tax purposes. FHN’s operating results for 2016 and 2015 include the operating results of the acquired assets and assumed liabilities of TAF subsequent to the acquisition on October 2, 2015.

On October 17, 2014, First Tennessee Bank National Association (“FTBNA”) purchased thirteen bank branches in Middle and East Tennessee. The fair value of the acquired assets totaled $437.6 million, including $413.4 million in cash, $7.5 million in fixed assets, and $15.7 million of goodwill and intangible assets. FTBNA also assumed $437.2 million of deposits associated with these branches. FTBNA paid a deposit premium of 3.32 percent and acquired an immaterial amount of loans as part of the transaction. In relation to the branch acquisition FHN recorded $4.0 million in goodwill, representing the excess of the estimated fair value of liabilities assumed over the estimated fair value of the assets acquired (refer to Note 7 – Intangible Assets for additional information), all of which is expected to be deductible for tax purposes. FHN’s operating results for 2016, 2015 and 2014 include the impact of branch activity subsequent to the October 17, 2014 closing date.

In addition to the transactions mentioned above, FHN acquires or divests assets from time to time in transactions that are considered business combination or divestitures but are not material to FHN individually or in the aggregate.

Note 3 q Investment Securities

The following tables summarize FHN’s investment securities on December 31, 2016 and 2015:

(Dollars in thousands)	December 31, 2016
	Amortized Cost			Gross Unrealized Gains			Gross Unrealized Losses				Fair Value
Securities available-for-sale:
U.S. treasuries		$	100		$	-		$	-			$	100
Government agency issued mortgage-backed securities (“MBS”)			2,217,593			14,960			(23,866	)			2,208,687
Government agency issued collateralized mortgage obligations (“CMO”)			1,566,986			4,909			(23,937	)			1,547,958
Equity and other (a)			186,756			-			(2	)			186,754
Total securities available-for-sale (b)		$	3,971,435		$	19,869		$	(47,805	)		$	3,943,499
Securities held-to-maturity:
States and municipalities		$	4,347		$	393		$	-			$	4,740
Corporate bonds			10,000			33			-				10,033
Total securities held-to-maturity		$	14,347		$	426		$	-			$	14,773

(a)	Includes restricted investments in FHLB-Cincinnati stock of $87.9 million and FRB stock of $68.6 million. The remainder is money market, mutual funds, and cost method investments.
(b)	Includes $3.3 billion of securities pledged to secure public deposits, securities sold under agreements to repurchase, and for other purposes.

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Note 3 q Investment Securities (continued)

(Dollars in thousands)	December 31, 2015
	Amortized Cost			Gross Unrealized Gains			Gross Unrealized Losses				Fair Value
Securities available-for-sale:
U.S. treasuries		$	100		$	-		$	-			$	100
Government agency issued MBS			1,555,798			23,437			(5,624	)			1,573,611
Government agency issued CMO			2,181,998			10,566			(22,881	)			2,169,683
Other U.S. government agencies			102			-			-				102
States and municipalities			1,500			-			-				1,500
Equity and other (a)			184,850			-			-				184,850
Total securities available-for-sale (b)		$	3,924,348		$	34,003		$	(28,505	)		$	3,929,846
Securities held-to-maturity:
States and municipalities		$	4,320		$	989		$	-			$	5,309
Corporate bonds			10,000			40			-				10,040
Total securities held-to-maturity		$	14,320		$	1,029		$	-			$	15,349

(a)	Includes restricted investments in FHLB-Cincinnati stock of $87.9 million and FRB stock of $65.8 million. The remainder is money market, mutual funds, and cost method investments.
(b)	Includes $2.9 billion of securities pledged to secure public deposits, securities sold under agreements to repurchase, and for other purposes.

The amortized cost and fair value by contractual maturity for the available-for-sale and held-to-maturity securities portfolios on December 31, 2016 are provided below:

(Dollars in thousands)	Held-to-Maturity						Available-for-Sale
	Amortized Cost			Fair Value			Amortized Cost			Fair Value
Within 1 year		$	-		$	-		$	100		$	100
After 1 year; within 5 years			-			-			-			-
After 5 years; within 10 years			10,000			10,033			-			-
After 10 years			4,347			4,740			-			-
Subtotal			14,347			14,773			100			100
Government agency issued MBS and CMO (a)			-			-			3,784,579			3,756,645
Equity and other			-			-			186,756			186,754
Total		$	14,347		$	14,773		$	3,971,435		$	3,943,499

(a) Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

The table below provides information on gross gains and gross losses from investment securities for the twelve months ended December 31:

(Dollars in thousands)	Available-for-Sale
	2016				2015				2014
Gross gains on sales of securities		$	5,754			$	5,630			$	5,867
Gross (losses) on sales of securities			(4,213	)			(3,503	)			-
Net gain/(loss) on sales of securities (a)		$	1,541			$	2,127			$	5,867
Venture capital investments (b)			-				-				(2,995	)
Net OTTI recorded (c)			(200	)			(749	)			-
Total securities gain/(loss), net		$	1,341			$	1,378			$	2,872

(a)	Proceeds from sales during 2016 and 2015 were $444.2 million and $69.7 million, respectively. Proceeds from sales during 2014 were $9.2 million, inclusive of $1.4 million of equity securities. 2016 includes a $1.5 million net gain from exchanges of approximately $736 million of AFS debt securities; 2015 includes a $1.8 million gain from an exchange of approximately $335 million of AFS debt securities.
(b)	Includes losses on sales, write-offs and/or unrealized fair value adjustments related to venture capital investments.
(c)	OTTI recorded in 2016 and 2015 is related to equity securities.

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Note 3 q Investment Securities (continued)

The following tables provide information on investments within the available-for-sale portfolio that had unrealized losses as of December 31, 2016 and 2015:

(Dollars in thousands)	As of December 31, 2016
	Less than 12 months							12 months or longer							Total
	Fair Value			Unrealized Losses				Fair Value			Unrealized Losses				Fair Value			Unrealized Losses
Government agency issued CMO		$	1,059,471		$	(19,052	)		$	116,527		$	(4,885	)		$	1,175,998		$	(23,937	)
Government agency issued MBS			1,912,126			(23,866	)			-			-				1,912,126			(23,866	)
Total debt securities			2,971,597			(42,918	)			116,527			(4,885	)			3,088,124			(47,803	)
Equity			7			(2	)			-			-				7			(2	)
Total temporarily impaired securities		$	2,971,604		$	(42,920	)		$	116,527		$	(4,885	)		$	3,088,131		$	(47,805	)

(Dollars in thousands)	As of December 31, 2015
	Less than 12 months							12 months or longer							Total
	Fair Value			Unrealized Losses				Fair Value			Unrealized Losses				Fair Value			Unrealized Losses
Government agency issued CMO		$	1,014,843		$	(10,846	)		$	359,559		$	(12,035	)		$	1,374,402		$	(22,881	)
Government agency issued MBS			837,628			(4,815	)			30,784			(809	)			868,412			(5,624	)
Total temporarily impaired securities		$	1,852,471		$	(15,661	)		$	390,343		$	(12,844	)		$	2,242,814		$	(28,505	)

FHN has reviewed investment securities that were in unrealized loss positions in accordance with its accounting policy for OTTI and does not consider them other-than-temporarily impaired. For debt securities with unrealized losses, FHN does not intend to sell them and it is more-likely-than-not that FHN will not be required to sell them prior to recovery. The decline in value is primarily attributable to changes in interest rates and not credit losses. For equity securities, FHN has both the ability and intent to hold these securities for the time necessary to recover the amortized cost.

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Note 4 q Loans

The following table provides the balance of loans by portfolio segment as of December 31, 2016 and 2015:

(Dollars in thousands)	December 31
	2016			2015
Commercial:
Commercial, financial, and industrial		$	12,148,087		$	10,436,390
Commercial real estate			2,135,523			1,674,935
Consumer:
Consumer real estate (a)			4,523,752			4,766,518
Permanent mortgage			423,125			454,123
Credit card & other			359,033			354,536
Loans, net of unearned income		$	19,589,520		$	17,686,502
Allowance for loan losses			202,068			210,242
Total net loans		$	19,387,452		$	17,476,260

(a) Balances as of December 31, 2016 and 2015, include $35.9 million and $52.8 million of restricted real estate loans, respectively. See Note 21 – Variable Interest Entities for additional information.

COMPONENTS OF THE LOAN PORTFOLIO

The loan portfolio is disaggregated into segments and then further disaggregated into classes for certain disclosures. GAAP defines a portfolio segment 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 FHN’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, the trust preferred loans (“TRUPS”) (i.e. long-term unsecured loans to bank and insurance – related businesses) portfolio and purchased credit-impaired (“PCI”) loans. Loans to mortgage companies include commercial lines of credit to qualified mortgage companies primarily 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 CRE include income CRE, residential CRE and PCI loans. Consumer loan portfolio segments include consumer real estate, permanent mortgage, and the credit card and other portfolio. Consumer classes include home equity lines of credit (“HELOCs”), real estate (“R/E”) installment and PCI loans within the consumer real estate segment, permanent mortgage (which is both a segment and a class), and credit card and other.

Concentrations

FHN has a concentration of residential real estate loans (25 percent of total loans), the majority of which is in the consumer real estate segment (23 percent of total loans). Loans to finance and insurance companies total $2.6 billion (21 percent of the C&I portfolio, or 13 percent of the total loans). FHN had loans to mortgage companies totaling $2.0 billion (17 percent of the C&I segment, or 10 percent of total loans) as of December 31, 2016. As a result, 38 percent of the C&I segment is sensitive to impacts on the financial services industry.

Restrictions

On December 31, 2016, $7.3 billion of commercial loans were pledged to secure potential discount window borrowings from the Federal Reserve Bank. Additionally, as of December 31, 2016 and 2015, FHN pledged all of its held-to-maturity first and second lien mortgages and HELOCs, excluding restricted real estate loans to secure potential borrowings from the FHLB-Cincinnati. Restricted loans secure borrowings associated with consolidated VIEs. See Note 21 – Variable Interest Entities for additional discussion.

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Note 4 q Loans (continued)

Acquisition

On September 16, 2016, FHN completed its acquisition of franchise finance loans. The acquisition included $537.4 million in unpaid principal balance of loans.

Generally, the fair value for the acquired loans is estimated using a discounted cash flow analysis with significant unobservable inputs (Level 3) including adjustments for expected credit losses, prepayment speeds, current market rates for similar loans, and an adjustment for investor-required yield given product-type and various risk characteristics.

At acquisition, FHN designated certain loans as PCI with the remaining loans accounted for under ASC 310-20, “Nonrefundable Fees and Other Costs.” For loans accounted for under ASC 310-20, the difference between each loan’s book value and the estimated fair value at the time of the acquisition will be accreted into interest income over its remaining contractual life and the subsequent accounting and reporting will be similar to a loan in FHN’s originated portfolio.

Purchased Credit-Impaired Loans

The following table presents a rollforward of the accretable yield for the years ended December 31, 2016 and 2015:

(Dollars in thousands)	Years Ended December 31
	2016				2015
Balance, beginning of period		$	8,542			$	14,714
Additions			2,883				3,165
Accretion			(3,963	)			(7,184	)
Adjustment for payoffs			(6,409	)			(3,513	)
Adjustment for charge-offs			(674	)			(466	)
Increase in accretable yield (a)			6,525				1,826
Other			(33	)			-
Balance, end of period		$	6,871			$	8,542

(a) Includes changes in the accretable yield due to both transfers from the nonaccretable difference and the impact of changes in the expected timing of the cash flows.

At December 31, 2016, the ALLL related to PCI loans was $.7 million compared to $1.7 million at December 31, 2015. Net charge-offs related to PCI loans during 2016 were $.4 million, compared to $1.1 million in 2015. The loan loss provision credit related to PCI loans was $.5 million during 2016 and 2015.

The following table reflects the outstanding principal balance and carrying amounts of the acquired PCI loans as of December 31, 2016 and 2015:

(Dollars in thousands)	December 31, 2016						December 31, 2015
	Carrying value			Unpaid balance			Carrying value			Unpaid balance
Commercial, financial and industrial		$	40,368		$	41,608		$	16,063		$	18,573
Commercial real estate			4,763			6,514			19,929			25,504
Consumer real estate			1,172			1,677			3,672			4,533
Credit card and other			52			64			52			76
Total		$	46,355		$	49,863		$	39,716		$	48,686

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Note 4 q Loans (continued)

Impaired Loans

The following tables provide information at December 31, 2016 and 2015, by class related to individually impaired loans and consumer TDRs, regardless of accrual status. 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, PCI loans and the TRUPS valuation allowance have been excluded.

(Dollars in thousands)	December 31, 2016
	Recorded Investment			Unpaid Principal Balance			Related Allowance			Average Recorded Investment			Interest Income Recognized
Impaired loans with no related allowance recorded:
Commercial:
General C&I		$	10,419		$	16,636		$	-		$	12,009		$	-
Income CRE			-			-			-			1,543			-
Total		$	10,419		$	16,636		$	-		$	13,552		$	-
Consumer:
HELOC (a)		$	11,383		$	21,662		$	-		$	11,168		$	-
R/E installment loans (a)			3,957			4,992			-			4,255			-
Permanent mortgage (a)			5,311			7,899			-			4,418			-
Total		$	20,651		$	34,553		$	-		$	19,841		$	-
Impaired loans with related allowance recorded:
Commercial:
General C&I		$	34,334		$	34,470		$	3,294		$	30,836		$	902
TRUPS			3,209			3,700			925			3,274			-
Income CRE			1,831			2,209			62			3,757			70
Residential CRE			1,293			1,761			132			1,360			22
Total		$	40,667		$	42,140		$	4,413		$	39,227		$	994
Consumer:
HELOC		$	84,711		$	87,126		$	15,927		$	87,659		$	2,092
R/E installment loans			53,409			54,559			12,875			57,906			1,370
Permanent mortgage			88,615			100,983			12,470			91,838			2,310
Credit card & other			306			306			133			345			13
Total		$	227,041		$	242,974		$	41,405		$	237,748		$	5,785
Total commercial		$	51,086		$	58,776		$	4,413		$	52,779		$	994
Total consumer		$	247,692		$	277,527		$	41,405		$	257,589		$	5,785
Total impaired loans		$	298,778		$	336,303		$	45,818		$	310,368		$	6,779

(a) All discharged bankruptcy loans are charged down to an estimate of net realizable value and do not carry any allowance.

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Note 4 q Loans (continued)

(Dollars in thousands)	December 31, 2015
	Recorded Investment			Unpaid Principal Balance			Related Allowance			Average Recorded Investment			Interest Income Recognized
Impaired loans with no related allowance recorded:
Commercial:
General C&I		$	6,070		$	7,751		$	-		$	9,858		$	-
Income CRE			2,468			9,389			-			4,091			-
Residential CRE			-			-			-			144			-
Total		$	8,538		$	17,140		$	-		$	14,093		$	-
Consumer:
HELOC (a)		$	10,819		$	27,125		$	-		$	12,069		$	-
R/E installment loans (a)			4,285			5,525			-			4,609			-
Permanent mortgage (a)			4,830			6,983			-			6,408			-
Total		$	19,934		$	39,633		$	-		$	23,086		$	-
Impaired loans with related allowance recorded:
Commercial:
General C&I		$	21,063		$	23,335		$	2,718		$	23,824		$	1,047
TRUPS			3,339			3,700			925			12,149			-
Income CRE			5,170			6,477			390			6,671			148
Residential CRE			1,417			1,886			91			1,488			32
Total		$	30,989		$	35,398		$	4,124		$	44,132		$	1,227
Consumer:
HELOC		$	89,434		$	91,734		$	14,392		$	87,099		$	2,137
R/E installment loans			61,146			62,148			16,886			67,032			1,460
Permanent mortgage			97,631			110,259			15,463			101,343			1,933
Credit card & other			377			382			167			434			14
Total		$	248,588		$	264,523		$	46,908		$	255,908		$	5,544
Total commercial		$	39,527		$	52,538		$	4,124		$	58,225		$	1,227
Total consumer		$	268,522		$	304,156		$	46,908		$	278,994		$	5,544
Total impaired loans		$	308,049		$	356,694		$	51,032		$	337,219		$	6,771

(a) All discharged bankruptcy loans are charged down to an estimate of net realizable value and do not carry any allowance.

Asset Quality Indicators

FHN employs a dual grade commercial risk grading methodology to assign an estimate for the probability of default (“PD”) and the loss given default (“LGD”) for each commercial loan using 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. 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. 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 annually or earlier 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. Loan grading discipline is

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Note 4 q Loans (continued)

regularly reviewed internally by Credit Assurance Services 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. 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, 2016 and 2015:

(Dollars in thousands)	December 31, 2016
	General C&I			Loans to Mortgage Companies			TRUPS (a)			Income CRE			Residential CRE			Total			Percentage of Total			Allowance for Loan Losses
PD Grade:
1		$	465,179		$	-		$	-		$	1,078		$	-		$	466,257		3	%		$	77
2			791,183			-			-			11,742			87			803,012		6				403
3			491,386			462,486			-			153,670			-			1,107,542		8				304
4			978,282			332,107			-			222,422			-			1,532,811		11				953
5			1,232,401			275,209			-			365,653			702			1,873,965		13				6,670
6			1,540,519			614,109			-			338,344			9,338			2,502,310		17				10,403
7			1,556,117			317,283			-			352,390			2,579			2,228,369		16				14,010
8			963,359			30,974			-			425,503			2,950			1,422,786		10				25,986
9			611,774			4,299			-			105,277			4,417			725,767		5				13,857
10			355,359			8,663			-			50,484			9,110			423,616		3				8,400
11			238,230			-			-			20,600			6,541			265,371		2				6,556
12			170,531			-			-			15,395			4,168			190,094		1				6,377
13			121,276			-			304,236			6,748			311			432,571		3				4,225
14,15,16			194,572			59			-			16,313			1,659			212,603		1				20,297
Collectively evaluated for impairment			9,710,168			2,045,189			304,236			2,085,619			41,862			14,187,074		99				118,518
Individually evaluated for impairment			44,753			-			3,209			1,831			1,293			51,086		1				4,413
Purchased credit-impaired loans			40,532			-			-			4,583			335			45,450		-				319
Total commercial loans		$	9,795,453		$	2,045,189		$	307,445		$	2,092,033		$	43,490		$	14,283,610		100	%		$	123,250

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Note 4 q Loans (continued)

(Dollars in thousands)	December 31, 2015
	General C&I			Loans to Mortgage Companies			TRUPS (a)			Income CRE			Residential CRE			Total			Percentage of Total			Allowance for Loan Losses
PD Grade:
1		$	564,684		$	-		$	-		$	601		$	-		$	565,285		5	%		$	130
2			598,402			-			-			10,267			123			608,792		5				320
3			502,548			415,532			-			85,021			-			1,003,101		8				356
4			877,443			432,477			-			157,213			12,125			1,479,258		12				1,091
5			1,169,245			263,396			-			221,528			7,308			1,661,477		14				7,000
6			1,190,011			387,095			-			388,239			10,377			1,975,722		16				10,779
7			1,474,613			155,799			-			348,703			13,363			1,992,478		16				14,410
8			797,679			15,609			-			193,338			733			1,007,359		8				16,520
9			453,948			-			-			48,599			1,742			504,289		4				9,644
10			253,658			-			-			64,728			14,450			332,836		3				5,327
11			190,647			-			-			18,825			919			210,391		2				5,676
12			78,463			-			-			17,656			4,132			100,251		1				2,728
13			142,690			-			305,027			4,572			259			452,548		4				5,289
14,15,16			120,875			-			-			18,793			1,178			140,846		1				14,229
Collectively evaluated for impairment			8,414,906			1,669,908			305,027			1,578,083			66,709			12,034,633		99				93,499
Individually evaluated for impairment			27,133			-			3,339			7,638			1,417			39,527		1				4,124
Purchased credit-impaired loans			16,077			-			-			16,665			4,423			37,165		-				1,173
Total commercial loans		$	8,458,116		$	1,669,908		$	308,366		$	1,602,386		$	72,549		$	12,111,325		100	%		$	98,796

(a) Balances as of December 31, 2016 and 2015, presented net of a $25.5 million valuation allowance. Based on the underlying structure of the notes, the highest possible internal grade is “13”.

The consumer 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 consumer loan-types, FHN is able to utilize the Fair Isaac Corporation (“FICO”) score, among other attributes, to assess the credit 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 consumer portfolio.

The following table reflects the percentage of balances outstanding by average, refreshed FICO scores for the HELOC, real estate installment, and permanent mortgage classes of loans as of December 31, 2016 and 2015:

	December 31, 2016									December 31, 2015
	HELOC			R/E Installment Loans			Permanent Mortgage			HELOC			R/E Installment Loans			Permanent Mortgage
FICO score greater than or equal to 740		56.9	%		70.3	%		45.0	%		55.6	%		67.6	%		42.5	%
FICO score 720-739		8.8			8.3			9.5			9.0			8.6			9.8
FICO score 700-719		8.6			6.8			9.2			8.7			7.0			9.6
FICO score 660-699		13.2			8.4			17.1			13.2			9.6			18.5
FICO score 620-659		5.6			3.5			9.1			6.3			3.7			9.8
FICO score less than 620 (a)		6.9			2.7			10.1			7.2			3.5			9.8
Total		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%

(a) For this group, a majority of the loan balances had FICO scores at the time of the origination that exceeded 620 but have since deteriorated as the loans have seasoned.

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Note 4 q Loans (continued)

Nonaccrual and Past Due Loans

The following table reflects accruing and non-accruing loans by class on December 31, 2016:

(Dollars in thousands)	Accruing												Non-Accruing
	Current			30-89 Days Past Due			90+ Days Past Due			Total Accruing			Current			30-89 Days Past Due			90+ Days Past Due			Total Non- Accruing			Total Loans
Commercial (C&I):
General C&I		$	9,720,231		$	5,199		$	23		$	9,725,453		$	16,106		$	374		$	12,988		$	29,468		$	9,754,921
Loans to mortgage companies			2,041,408			3,722			-			2,045,130			-			-			59			59			2,045,189
TRUPS (a)			304,236			-			-			304,236			-			-			3,209			3,209			307,445
Purchased credit-impaired loans			40,113			185			234			40,532			-			-			-			-			40,532
Total commercial (C&I)			12,105,988			9,106			257			12,115,351			16,106			374			16,256			32,736			12,148,087
Commercial real estate:
Income CRE			2,085,455			14			-			2,085,469			232			460			1,289			1,981			2,087,450
Residential CRE			42,182			178			-			42,360			-			-			795			795			43,155
Purchased credit-impaired loans			4,809			109			-			4,918			-			-			-			-			4,918
Total commercial real estate			2,132,446			301			-			2,132,747			232			460			2,084			2,776			2,135,523
Consumer real estate:
HELOC			1,602,640			17,997			10,859			1,631,496			46,964			4,201			8,922			60,087			1,691,583
R/E installment loans			2,794,866			7,844			5,158			2,807,868			17,989			2,383			2,353			22,725			2,830,593
Purchased credit-impaired loans			1,319			164			93			1,576			-			-			-			-			1,576
Total consumer real estate			4,398,825			26,005			16,110			4,440,940			64,953			6,584			11,275			82,812			4,523,752
Permanent mortgage			385,972			4,544			5,428			395,944			11,867			2,194			13,120			27,181			423,125
Credit card & other:
Credit card			188,573			1,622			1,456			191,651			-			-			-			-			191,651
Other			166,062			992			134			167,188			-			-			142			142			167,330
Purchased credit-impaired loans			52			-			-			52			-			-			-			-			52
Total credit card & other			354,687			2,614			1,590			358,891			-			-			142			142			359,033
Total loans, net of unearned income		$	19,377,918		$	42,570		$	23,385		$	19,443,873		$	93,158		$	9,612		$	42,877		$	145,647		$	19,589,520

(a) TRUPS is presented net of the valuation allowance of $25.5 million.

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Note 4 q Loans (continued)

The following table reflects accruing and non-accruing loans by class on December 31, 2015:

(Dollars in thousands)	Accruing												Non-Accruing
	Current			30-89 Days Past Due			90+ Days Past Due			Total Accruing			Current			30-89 Days Past Due			90+ Days Past Due			Total Non- Accruing			Total Loans
Commercial (C&I):
General C&I		$	8,413,480		$	5,411		$	282		$	8,419,173		$	3,649		$	1,114		$	18,103		$	22,866		$	8,442,039
Loans to mortgage companies			1,667,334			1,971			495			1,669,800			-			-			108			108			1,669,908
TRUPS (a)			305,027			-			-			305,027			-			-			3,339			3,339			308,366
Purchased credit-impaired loans			15,708			63			306			16,077			-			-			-			-			16,077
Total commercial (C&I)			10,401,549			7,445			1,083			10,410,077			3,649			1,114			21,550			26,313			10,436,390
Commercial real estate:
Income CRE			1,576,954			1,363			-			1,578,317			831			282			6,291			7,404			1,585,721
Residential CRE			66,846			-			-			66,846			-			-			1,280			1,280			68,126
Purchased credit-impaired loans			17,868			3,059			161			21,088			-			-			-			-			21,088
Total commercial real estate			1,661,668			4,422			161			1,666,251			831			282			7,571			8,684			1,674,935
Consumer real estate:
HELOC			1,972,286			21,570			10,920			2,004,776			61,317			6,619			10,303			78,239			2,083,015
R/E installment loans			2,631,419			9,394			5,657			2,646,470			26,348			1,649			4,856			32,853			2,679,323
Purchased credit-impaired loans			4,069			20			91			4,180			-			-			-			-			4,180
Total consumer real estate			4,607,774			30,984			16,668			4,655,426			87,665			8,268			15,159			111,092			4,766,518
Permanent mortgage			412,879			5,601			3,991			422,471			14,475			2,415			14,762			31,652			454,123
Credit card & other:
Credit card			187,807			1,576			1,225			190,608			-			-			-			-			190,608
Other			161,477			868			173			162,518			620			-			737			1,357			163,875
Purchased credit-impaired loans			53			-			-			53			-			-			-			-			53
Total credit card & other			349,337			2,444			1,398			353,179			620			-			737			1,357			354,536
Total loans, net of unearned income		$	17,433,207		$	50,896		$	23,301		$	17,507,404		$	107,240		$	12,079		$	59,779		$	179,098		$	17,686,502

(a) TRUPS is presented net of the valuation allowance of $25.5 million.

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Note 4 q Loans (continued)

Troubled Debt Restructurings

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.

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. Concessions could include extension of the maturity date, reductions of the interest rate (which may make the rate lower than current market for a new loan with similar risk), reduction or forgiveness of accrued interest, or principal forgiveness. The assessments of whether a borrower is experiencing (or is likely to experience) financial difficulty, and whether a concession has been granted, are 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 6 to 12 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 the former Home Affordable Modification Program (“HAMP”). Within the HELOC and R/E installment loans 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-to-income ratio. After 5 years, the interest rate generally returns to the original interest rate prior to modification; for certain modifications, the modified interest rate increases 2 percent per year until the original interest rate prior to modification is achieved. Permanent mortgage TDRs are typically modified by reducing the interest rate (in increments of 25 basis points to a minimum of 2 percent for up to 5 years) and a possible maturity date extension to reach an affordable housing debt-to-income ratio. After 5 years, the interest rate steps up 1 percent every year until it reaches the Federal Home Loan Mortgage Corporation Weekly Survey Rate cap. 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.

Despite the absence of a loan modification, the discharge of personal liability through bankruptcy proceedings is considered a concession. As a result, FHN classifies all non-reaffirmed residential real estate loans discharged in Chapter 7 bankruptcy as nonaccruing TDRs.

On December 31, 2016 and 2015, FHN had $285.2 million and $296.2 million portfolio loans classified as TDRs, respectively. For TDRs in the loan portfolio, FHN had loan loss reserves of $44.9 million and $50.1 million, or 16 percent as of December 31, 2016, and 17 percent as of December 31, 2015. Additionally, $69.3 million and $71.5 million of loans held-for-sale as of December 31, 2016 and 2015, respectively, were classified as TDRs.

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Note 4 q Loans (continued)

The following tables reflect portfolio loans that were classified as TDRs during the year ended December 31, 2016 and 2015:

(Dollars in thousands)	2016								2015
	Number		Pre-Modification Outstanding Recorded Investment			Post-Modification Outstanding Recorded Investment			Number		Pre-Modification Outstanding Recorded Investment			Post-Modification Outstanding Recorded Investment
Commercial (C&I):
General C&I		8		$	23,876		$	22,026		3		$	1,818		$	1,754
Total commercial (C&I)		8			23,876			22,026		3			1,818			1,754
Commercial real estate:
Income CRE		1			100			99		-			-			-
Total commercial real estate		1			100			99		-			-			-
Consumer real estate:
HELOC		236			21,173			20,937		200			22,530			22,334
R/E installment loans		51			4,918			5,193		70			5,451			5,456
Total consumer real estate		287			26,091			26,130		270			27,981			27,790
Permanent mortgage		13			4,811			4,802		6			2,039			2,054
Credit card & other		23			116			110		24			115			109
Total troubled debt restructurings		332		$	54,994		$	53,167		303		$	31,953		$	31,707

The following tables present TDRs which re-defaulted during 2016 and 2015, and as to which the modification occurred 12 months or less prior to the re-default. For purposes of this disclosure, FHN generally defines payment default as 30 or more days past due.

(Dollars in thousands)	2016					2015
	Number		Recorded Investment			Number		Recorded Investment
Commercial (C&I):
General C&I		1		$	77		-		$	-
Total commercial (C&I)		1			77		-			-
Commercial real estate:
Residential CRE		-			-		1			896
Total commercial real estate		-			-		1			896
Consumer real estate:
HELOC		3			154		7			308
R/E installment loans		3			1,560		5			185
Total consumer real estate		6			1,714		12			493
Credit card & other		-			-		5			12
Total troubled debt restructurings		7		$	1,791		18		$	1,401

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Note 5 q Allowance for Loan Losses

As discussed in Note 1 – Summary of Significant Accounting Polices, 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 consumer loans, both determined in accordance with ASC 450-20-50, and to a lesser extent, reserves determined in accordance with ASC 310-10-35 for loans determined by management to be individually impaired and an allowance associated with PCI loans.

For commercial loans, ASC 450-20-50 reserves are established using historical net loss factors by grade level, loan product, and business segment. The ALLL for smaller-balance homogenous consumer loans is determined based on pools of similar loan types that have similar credit risk characteristics. ASC 450-20-50 reserves for the consumer 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 consumer loans reflect inherent losses in the portfolio that are expected to be recognized over the following twelve months. The historical net loss factors for both commercial and consumer ASC 450-20-50 reserve models are subject to qualitative adjustments by management to reflect current events, trends, and conditions (including economic considerations and trends), which are not fully captured in the historical net loss factors. The pace of the economic recovery, performance of the housing market, unemployment levels, labor participation rate, the regulatory environment, regulatory guidance, and portfolio segment-specific trends, are examples of additional factors considered by management in determining the ALLL. Additionally, management considers the inherent uncertainty of quantitative models that are driven by historical loss data. Management evaluates the periods of historical losses that are the basis for the loss rates used in the quantitative models and selects historical loss periods that are believed to be the most reflective of losses inherent in the loan portfolio as of the balance sheet date. Management also periodically reviews an analysis of the loss emergence period which is the amount of time it takes for a loss to be confirmed (initial charge-off) after a loss event has occurred. FHN performs extensive studies as it relates to the historical loss periods used in the model and the loss emergence period and model assumptions are adjusted accordingly.

Impairment related to individually impaired loans is measured in accordance with ASC 310-10. 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 (collateral value less estimated costs to sell). Impaired loans also include consumer TDRs. 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 to 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 (collateral value less estimated costs to sell).

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Note 5 q Allowance for Loan Losses (continued)

The following table provides a rollforward of the allowance for loan losses by portfolio segment for December 31, 2016, 2015 and 2014:

(Dollars in thousands)	C&I				Commercial Real Estate				Consumer Real Estate				Permanent Mortgage				Credit Card and Other				Total
Balance as of January 1, 2016		$	73,637			$	25,159			$	80,614			$	18,947			$	11,885			$	210,242
Charge-offs			(18,460	)			(1,371	)			(21,993	)			(1,591	)			(14,224	)			(57,639	)
Recoveries			6,795				1,927				23,719				2,403				3,621				38,465
Provision/(provision credit) for loan losses			27,426				8,137				(31,983	)			(3,470	)			10,890				11,000
Balance as of December 31, 2016			89,398				33,852				50,357				16,289				12,172				202,068
Allowance – individually evaluated for impairment			4,219				194				28,802				12,470				133				45,818
Allowance – collectively evaluated for impairment			85,015				33,503				21,151				3,819				12,039				155,527
Allowance – purchased credit-impaired loans			164				155				404				-				-				723
Loans, net of unearned as of December 31, 2016:
Individually evaluated for impairment			47,962				3,124				153,460				93,926				306				298,778
Collectively evaluated for impairment			12,059,593				2,127,481				4,368,716				329,199				358,675				19,243,664
Purchased credit-impaired loans			40,532				4,918				1,576				-				52				47,078
Total loans, net of unearned income		$	12,148,087			$	2,135,523			$	4,523,752			$	423,125			$	359,033			$	19,589,520
Balance as of January 1, 2015		$	67,011			$	18,574			$	113,011			$	19,122			$	14,730			$	232,448
Charge-offs			(22,406	)			(3,550	)			(30,068	)			(3,141	)			(16,691	)			(75,856	)
Recoveries			13,339				1,876				23,895				1,687				3,853				44,650
Provision/(provision credit) for loan losses			15,693				8,259				(26,224	)			1,279				9,993				9,000
Balance as of December 31, 2015			73,637				25,159				80,614				18,947				11,885				210,242
Allowance – individually evaluated for impairment			3,643				481				31,278				15,463				167				51,032
Allowance – collectively evaluated for impairment			69,980				23,519				48,828				3,484				11,717				157,528
Allowance – purchased credit-impaired loans			14				1,159				508				-				1				1,682
Loans, net of unearned as of December 31, 2015:
Individually evaluated for impairment			30,472				9,055				165,684				102,461				377				308,049
Collectively evaluated for impairment			10,389,841				1,644,792				4,596,654				351,662				354,106				17,337,055
Purchased credit-impaired loans			16,077				21,088				4,180				-				53				41,398
Total loans, net of unearned income		$	10,436,390			$	1,674,935			$	4,766,518			$	454,123			$	354,536			$	17,686,502
Balance as of January 1, 2014		$	86,446			$	10,603			$	126,785			$	22,491			$	7,484			$	253,809
Charge-offs			(20,492	)			(3,741	)			(45,391	)			(5,891	)			(14,931	)			(90,446	)
Recoveries			9,666				4,150				22,824				2,314				3,131				42,085
Provision/(provision credit) for loan losses			(8,609	)			7,562				8,793				208				19,046				27,000
Balance as of December 31, 2014			67,011				18,574				113,011				19,122				14,730				232,448
Allowance – individually evaluated for impairment			5,173				796				40,778				16,627				254				63,628
Allowance – collectively evaluated for impairment			61,806				14,702				72,156				2,495				14,476				165,635
Allowance – purchased credit-impaired loans			32				3,076				77				-				-				3,185
Loans, net of unearned as of December 31, 2014:
Individually evaluated for impairment			35,698				19,430				173,225				113,459				533				342,345
Collectively evaluated for impairment			8,966,512				1,222,658				4,874,171				425,502				357,588				15,846,431
Purchased credit-impaired loans			5,076				35,629				675				-				10				41,390
Total loans, net of unearned income		$	9,007,286			$	1,277,717			$	5,048,071			$	538,961			$	358,131			$	16,230,166

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Note 6 q Premises, Equipment and Leases

Premises and equipment on December 31 are summarized below:

(Dollars in thousands)	2016			2015
Land		$	63,463		$	67,442
Buildings			342,027			343,797
Leasehold improvements			26,956			31,270
Furniture, fixtures, and equipment			180,435			194,072
Premises and equipment, at cost			612,881			636,581
Less accumulated depreciation and amortization			323,496			360,962
Premises and equipment, net		$	289,385		$	275,619

FHN is obligated under a number of noncancelable operating leases for premises with terms up to 30 years, which may include the payment of taxes, insurance and maintenance costs. Operating leases for equipment are not material.

In 2016 and 2015, FHN recognized $5.0 million and $1.1 million, respectively, of fixed asset impairments and lease abandonment charges related to branch closures which are included in All other losses on the Consolidated Statements of Income. In 2016 and 2015, FHN had net gains of $1.8 million and $3.7 million, respectively, related to the sales of bank branches which are included in All other income and commissions on the Consolidated Statements of Income.

Minimum future lease payments for noncancelable operating leases, primarily on premises, on December 31, 2016 are shown below. Aggregate minimum income under sublease agreements for these periods is not material.

(Dollars in thousands)
2017	$	18,847
2018		16,681
2019		14,175
2020		12,668
2021		11,290
2022 and after		42,742
Total minimum lease payments	$	116,403

Payments required under capital leases are not material.

Rent expense incurred under all operating lease obligations for the years ended December 31 is as follows:

(Dollars in thousands)	2016				2015				2014
Rent expense, gross		$	20,812			$	18,166			$	20,123
Sublease income			(477	)			(5	)			(213	)
Rent expense, net		$	20,335			$	18,161			$	19,910

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Note 7 q Intangible Assets

The following is a summary of goodwill and other intangible assets, net of accumulated amortization, included in the Consolidated Statements of Condition:

(Dollars in thousands)	Goodwill			Other Intangible Assets (a)
December 31, 2013		$	141,943		$	21,988
Amortization expense			-			(4,170	)
Additions (b)			3,989			11,700
December 31, 2014		$	145,932		$	29,518
Amortization expense			-			(5,253	)
Additions (b)			45,375			1,950
December 31, 2015		$	191,307		$	26,215
Amortization expense			-			(5,198	)
Additions (c)			64			-
December 31, 2016		$	191,371		$	21,017

(a)	Represents customer lists, acquired contracts, core deposit intangibles, and covenants not to compete.
(b)	See Note 2 - Acquisitions and Divestures for further details regarding goodwill related to acquisitions.
(c)	The 2016 increase in goodwill was for tax adjustments related to the TAF acquisition.

The gross carrying amount and accumulated amortization of other intangible assets subject to amortization is $72.3 million and $51.3 million, respectively on December 31, 2016. Estimated aggregate amortization expense is expected to be $4.9 million, $4.7 million, $4.5 million, $1.7 million, and $1.6 million for the twelve-month periods of 2017, 2018, 2019, 2020, and 2021, respectively.

Gross goodwill, accumulated impairments, and accumulated divestiture related write-offs were determined beginning January 1, 2012, when a change in accounting requirements resulted in goodwill being assessed for impairment rather than being amortized. Gross goodwill of $200.0 million with accumulated impairments and accumulated divestiture-related write-offs of $114.1 million and $85.9 million, respectively, were previously allocated to the non-strategic segment, resulting in $0 net goodwill allocated to the non-strategic segment as of December 31, 2015 and 2016. The regional banking and fixed income segments do not have any accumulated impairments or divestiture related write-offs. The following is a summary of goodwill by reportable segment included in the Consolidated Statements of Condition as of and for the years ended December 31, 2014, 2015 and 2016.

(Dollars in thousands)	Regional Banking			Fixed Income			Total
December 31, 2013		$	43,939		$	98,004		$	141,943
Additions			3,989			-			3,989
Impairments			-			-			-
Divestitures			-			-			-
December 31, 2014		$	47,928		$	98,004		$	145,932
Additions			45,375			-			45,375
Impairments			-			-			-
Divestitures			-			-			-
December 31, 2015		$	93,303		$	98,004		$	191,307
Additions			64			-			64
Impairments			-			-			-
Divestitures			-			-			-
December 31, 2016		$	93,367		$	98,004		$	191,371

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Note 8 q Time Deposit Maturities

Following is a table of maturities for time deposits outstanding on December 31, 2016, which include Certificates of deposit under $100,000, Other time, and Certificates of deposit $100,000 and more. Certificates of deposit in increments of $100,000 or more totaled $.6 billion on December 31, 2016, of this amount $.5 billion represents Certificates of deposit of $250,000 and more. Time deposits are included in Interest-bearing deposits on the Consolidated Statements of Condition.

(Dollars in thousands)
2017	$	960,031
2018		144,921
2019		96,875
2020		80,075
2021		49,002
2022 and after		24,229
Total	$	1,355,133

Note 9 q Short-term Borrowings

Short-term borrowings include federal funds purchased and securities sold under agreements to repurchase, trading liabilities, and other borrowed funds.

Federal funds purchased and securities sold under agreements to repurchase generally have maturities of less than 90 days. Trading liabilities, which represent short positions in securities, are generally held for less than 90 days. Other short-term borrowings have original maturities of one year or less. On December 31, 2016, fixed income trading securities with a fair value of $68.9 million were pledged to secure other short-term borrowings.

The detail of short-term borrowings for the years 2016, 2015 and 2014 is presented in the following table:

(Dollars in thousands)	Federal Funds Purchased				Securities Sold Under Agreements to Repurchase				Trading Liabilities				Other Short-term Borrowings
2016
Average balance		$	589,223			$	425,452			$	771,039			$	198,440
Year-end balance			414,207				453,053				561,848				83,177
Maximum month-end outstanding			695,083				528,024				874,076				792,736
Average rate for the year			0.52	%			0.08	%			1.95	%			0.67	%
Average rate at year-end			0.73				0.08				2.46				0.96
2015
Average balance		$	705,054			$	370,097			$	733,189			$	164,951
Year-end balance			464,166				338,133				566,019				137,861
Maximum month-end outstanding			1,228,125				524,191				866,005				339,468
Average rate for the year			0.26	%			0.06	%			2.18	%			0.67	%
Average rate at year-end			0.50				0.09				2.41				0.82
2014
Average balance		$	1,101,910			$	447,801			$	633,867			$	531,984
Year-end balance			1,037,052				562,214				594,314				157,218
Maximum month-end outstanding			1,247,295				562,214				718,767				1,829,141
Average rate for the year			0.25	%			0.08	%			2.43	%			0.30	%
Average rate at year-end			0.25				0.06				2.60				0.56

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FIRST HORIZON NATIONAL CORPORATION

Note 10 q Term Borrowings

The following table presents information pertaining to Term Borrowings reported on FHN’s Consolidated Statements of Condition on December 31:

(Dollars in thousands)	2016			2015
First Tennessee Bank National Association:
Subordinated notes (a) (b)
Maturity date – April 1, 2016 – 5.65%		$	-		$	252,848
Senior capital notes (b)
Maturity date – December 1, 2019 – 2.95%			399,384			400,567
Other collateralized borrowings – Maturity date – December 22, 2037
1.26% on December 31, 2016 and 0.81% on December 31, 2015 (c)			64,812			64,365
Federal Home Loan Bank borrowings
Maturity date – August 2, 2018 – 0.00%			100			-
First Horizon National Corporation:
Senior capital notes (b)
Maturity date – December 15, 2020 – 3.50%			489,202			489,833
FT Real Estate Securities Company, Inc.:
Cumulative preferred stock (a)
Maturity date – March 31, 2031 – 9.50%			46,032			45,964
First Horizon ABS Trusts:
Other collateralized borrowings (d)
Maturity date – October 25, 2034
0.93% on December 31, 2016 and 0.59% on December 31, 2015			23,126			41,100
First Tennessee New Markets Corporation Investments:
Maturity date – October 25, 2018 – 4.97%			7,301			7,301
Maturity date – February 1, 2033 – 4.97%			8,000			8,000
Maturity date – August 08, 2036 – 2.38%			2,699			2,699
Total		$	1,040,656		$	1,312,677

Certain previously reported amounts have been revised to reflect the retroactive effect of the adoption of ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs.” See Note 1 – Summary of Significant Accounting Policies for additional information.

(a)	A portion qualifies for total capital under the risk-based capital guidelines.
(b)	Changes in the fair value of debt attributable to interest rate risk are hedged. Refer to Note 22 – Derivatives.
(c)	Secured by trust preferred loans.
(d)	On December 31, 2016 and 2015, borrowings secured by $35.9 million and $52.8 million, respectively, of residential real estate loans.

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Note 10 q Term Borrowings (continued)

Annual principal repayment requirements as of December 31, 2016 are as follows:

(Dollars in thousands)
2017	$	-
2018		7,401
2019		400,000
2020		500,000
2021		-
2022 and after		145,637

All subordinated notes are unsecured and are subordinate to other present and future senior indebtedness. A portion of FTBNA’s subordinated notes qualify as Tier 2 capital under the risk-based capital guidelines.

Note 11 q Preferred Stock

FHN Preferred Stock

On January 31, 2013, FHN issued 1,000 shares having an aggregate liquidation preference of $100 million of Non-Cumulative Perpetual Preferred Stock, Series A for net proceeds of approximately $96 million. Dividends on the Series A Preferred Stock, if declared, accrue and are payable quarterly, in arrears, at a rate of 6.20 percent per annum. For the issuance, FHN issued depositary shares, each of which represents a 1/4000th fractional ownership interest in a share of FHN’s preferred stock. These securities qualify as Tier 1 capital.

Subsidiary Preferred Stock

In 2000 FT Real Estate Securities Company, Inc. (“FTRESC”), an indirect subsidiary of FHN, issued 50 shares of 9.50 percent Cumulative Preferred Stock, Class B (“Class B Preferred Shares”), with a liquidation preference of $1.0 million per share; of those, 47 shares were issued to nonaffiliates. As of December 31, 2016, these securities partially qualify as Tier 2 capital and are presented in the Consolidated Statements of Condition as Term borrowings. FTRESC is a real estate investment trust (“REIT”) established for the purpose of acquiring, holding, and managing real estate mortgage assets. Dividends on the Class B Preferred Shares are cumulative and are payable semi-annually.

The Class B Preferred Shares are mandatorily redeemable on March 31, 2031, and redeemable at the discretion of FTRESC in the event that the Class B Preferred Shares cannot be accounted for as Tier 2 regulatory capital or there is more than an insubstantial risk that dividends paid with respect to the Class B Preferred Shares will not be fully deductible for tax purposes. At December 31, 2016 the Class B Preferred Shares partially qualified as Tier 2 regulatory capital and the shares will be fully phased out of Tier 2 regulatory capital in 2018. They are not subject to any sinking fund and are not convertible into any other securities of FTRESC, FHN, or any of its subsidiaries. The shares are, however, automatically exchanged at the direction of the Office of the Comptroller of the Currency for preferred stock of FTBNA, having substantially the same terms as the Class B Preferred Shares in the event FTBNA becomes undercapitalized, insolvent, or in danger of becoming undercapitalized.

Additionally for all periods presented, subsidiaries have also issued $.6 million in aggregate of Cumulative Perpetual Preferred Stock, which has been recognized as Noncontrolling interest on the Consolidated Statements of Condition. Other preferred shares are outstanding but are owned by FHN subsidiaries and are eliminated in consolidation.

In 2005 FTBNA issued 300,000 shares of Class A Non-Cumulative Perpetual Preferred Stock (“Class A Preferred Stock”) with a liquidation preference of $1,000 per share. Dividends on the Class A Preferred Stock, if declared, accrue and are payable each quarter, in arrears, at a floating rate equal to the greater of the three month LIBOR plus .85 percent or 3.75 percent per annum. These securities qualify fully as Tier 1 capital for FTBNA while for FHN consolidated they qualify partially as Tier 1 capital and partially as Tier 2 capital. On December 31, 2016 and 2015, $294.8 million of Class A Preferred Stock was recognized as Noncontrolling interest on the Consolidated Statements of Condition.

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Note 12 q Regulatory Capital and Restrictions

Regulatory Capital. FHN and FTBNA are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on FHN’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, specific capital guidelines that involve quantitative measures of assets, liabilities, and certain derivatives as calculated under regulatory accounting practices must be met. Capital amounts and classification are also subject to qualitative judgment by the regulators such as capital components, asset risk weightings, and other factors. Quantitative measures established by regulation to ensure capital adequacy require FHN and FTBNA to maintain minimum amounts and ratios of Total, Tier 1, and Common Equity Tier 1 capital to risk-weighted assets, and of Tier 1 capital to average assets (“Leverage”). Management believes that, as of December 31, 2016, FHN and FTBNA met all capital adequacy requirements to which they were subject.

The actual capital amounts and ratios of FHN and FTBNA are presented in the table below.

(Dollars in thousands)	First Horizon National Corporation						First Tennessee Bank National Association
	Amount			Ratio			Amount			Ratio
On December 31, 2016
Actual:
Total Capital		$	2,926,010		12.24	%		$	2,762,271		11.78	%
Tier 1 Capital			2,671,871		11.17				2,538,382		10.83
Common Equity Tier 1			2,377,987		9.94				2,298,080		9.80
Leverage			2,671,871		9.35				2,538,382		9.16
Minimum Requirement for Capital Adequacy Purposes:
Total Capital			1,913,133		8.00				1,875,780		8.00
Tier 1 Capital			1,434,849		6.00				1,406,835		6.00
Common Equity Tier 1			1,076,137		4.50				1,055,126		4.50
Leverage			1,143,250		4.00				1,108,406		4.00
Minimum Requirement to be Well Capitalized Under Prompt Corrective Action Provisions:
Total Capital									2,344,725		10.00
Tier 1 Capital									1,875,780		8.00
Common Equity Tier 1									1,524,071		6.50
Leverage									1,385,508		5.00
On December 31, 2015
Actual:
Total Capital		$	2,836,715		13.01	%		$	2,768,625		13.09	%
Tier 1 Capital			2,572,141		11.79				2,525,912		11.95
Common Equity Tier 1			2,278,580		10.45				2,284,646		10.81
Leverage			2,572,141		9.85				2,525,912		10.06
Minimum Requirement for Capital Adequacy Purposes:
Total Capital			1,744,961		8.00				1,691,477		8.00
Tier 1 Capital			1,308,721		6.00				1,268,608		6.00
Common Equity Tier 1			981,541		4.50				951,456		4.50
Leverage			1,044,378		4.00				1,004,207		4.00
Minimum Requirement to be Well Capitalized Under Prompt Corrective Action Provisions:
Total Capital									2,114,346		10.00
Tier 1 Capital									1,691,477		8.00
Common Equity Tier 1									1,374,325		6.50
Leverage									1,255,258		5.00

Restrictions on cash and due from banks. Under the Federal Reserve Act and Regulation D, FTBNA is required to maintain a certain amount of cash reserves. On December 31, 2016 and 2015, FTBNA’s net required reserves were $259.2 million and $188.3 million, respectively, after the consideration of $158.9 million and $146.6 million in average vault cash. The remaining net reserve requirement for each year was met with Federal Reserve Bank deposits. Vault cash is reflected in Cash and due from banks on the Consolidated Statements of Condition and Federal Reserve Bank deposits are reflected as Interest-bearing cash.

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Note 12 q Regulatory Capital and Restrictions (continued)

Restrictions on dividends. Cash dividends are paid by FHN from its assets, which are mainly provided by dividends from its subsidiaries. Certain regulatory restrictions exist regarding the ability of FTBNA to transfer funds to FHN in the form of cash, dividends, loans, or advances. As of December 31, 2016, FTBNA had undivided profits of $838.7 million, of which none was available for distribution to FHN as dividends without prior regulatory approval. At any given time, the pertinent portions of those regulatory restrictions allow FTBNA to declare preferred or common dividends without prior regulatory approval in an amount equal to FTBNA’s retained net income for the two most recent completed years plus the current year to date. For any period, FTBNA’s ‘retained net income’ generally is equal to FTBNA’s regulatory net income reduced by the preferred and common dividends declared by FTBNA. Excess dividends in either of the two most recent completed years may be offset with available retained net income in the two years immediately preceding it. Applying the applicable rules, FTBNA’s total amount available for dividends was negative $132.5 million at December 31, 2016 and at January 1, 2017. FTBNA applied for and received approval from the OCC to declare and pay common dividends to the parent company in the amount of $40.0 million in first quarter 2017, $250.0 million in 2016, and $325.0 million in 2015. During 2016 and 2015, FTBNA declared and paid dividends on its preferred stock quarterly, with OCC approval as necessary. Additionally, FTBNA’s Board has received approval from the OCC to declare and pay and has declared dividends on its preferred stock outstanding payable in April 2017.

The payment of cash dividends by FHN and FTBNA may also be affected or limited by other factors, such as the requirement to maintain adequate capital above regulatory guidelines. For example, beginning in 2016, the ability to pay dividends is restricted if capital ratios fall below regulatory minimums plus a prescribed capital conservation buffer. Furthermore, the Federal Reserve and the OCC require insured banks and bank holding companies only to pay dividends out of current operating earnings. Consequently, the decision of whether FHN will pay future dividends and the amount of dividends will be affected by current operating results.

Restrictions on intercompany transactions. Under current Federal banking law, FTBNA may not enter into covered transactions with any affiliate including the parent company and certain financial subsidiaries in excess of 10 percent of the bank’s capital stock and surplus, as defined, or $312.4 million, on December 31, 2016. Covered transactions include a loan or extension of credit to an affiliate, a purchase of or an investment in securities issued by an affiliate and the acceptance of securities issued by the affiliate as collateral for any loan or extension of credit. The equity investment, including retained earnings, in certain of a bank’s financial subsidiaries is also treated as a covered transaction. The parent company had covered transactions of $.4 million from FTBNA and the bank’s financial subsidiary, FTN Financial Securities Corp., had a total equity investment from FTBNA of $361.9 million on December 31, 2016. Since the equity investment FTBNA has in FTN Financial Securities Corp. exceeds the 10 percent per affiliate limit, FTBNA cannot engage in any additional covered transactions with this affiliate and the banking regulators could require FTBNA to reduce its equity investment so that it is within the limit. In addition, the aggregate amount of covered transactions with all affiliates, as defined, is limited to 20 percent of the bank’s capital stock and surplus, as defined, or $624.8 million, on December 31, 2016. FTBNA’s total covered transactions with all affiliates including the parent company on December 31, 2016 were $362.2 million.

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Note 13 q Other Income and Other Expense

Following is detail of All other income and commissions and All other expense as presented in the Consolidated Statements of Income:

(Dollars in thousands)	2016			2015				2014
All other income and commissions:
ATM interchange fees		$	11,965		$	11,917			$	10,943
Other service charges			11,731			11,610				11,882
Mortgage banking			10,215			3,870				71,257
Electronic banking fees			5,477			5,840				6,190
Letter of credit fees			4,103			4,621				4,864
Deferred compensation			3,025			(1,369	)			2,042
Insurance commissions			2,981			2,627				2,257
Gain/(loss) on extinguishment of debt			-			5,793				(4,166	)
Other			14,734			15,821				12,390
Total		$	64,231		$	60,730			$	117,659
All other expense:
Litigation and regulatory matters		$	30,469		$	187,607			$	(2,720	)
Other insurance and taxes			10,891			12,941				12,900
Travel and entertainment			10,275			9,590				9,095
Customer relations			6,255			5,382				5,726
Employee training and dues			5,691			5,390				4,518
Supplies			4,434			3,827				3,745
Tax credit investments			3,349			4,582				2,087
Miscellaneous loan costs			2,586			2,656				2,690
Foreclosed real estate			773			2,104				2,503
Other			41,568			34,123				41,952
Total		$	116,291		$	268,202			$	82,496

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

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Note 14 q Components of Other Comprehensive Income/(loss)

The following table provides the changes in accumulated other comprehensive income/(loss) by component, net of tax, for the years ended December 31, 2016, 2015 and 2014:

(Dollars in thousands)	Securities AFS				Cash Flow Hedges				Pension and Post-retirement Plans				Total
Balance as of December 31, 2013		$	(11,241	)		$	-			$	(138,768	)		$	(150,009	)
Net unrealized gains/(losses)			29,822				-				(71,173	)			(41,351	)
Amounts reclassified from AOCI			-				-				3,114				3,114
Other comprehensive income/(loss)			29,822				-				(68,059	)			(38,237	)
Balance as of December 31,2014			18,581				-				(206,827	)			(188,246	)
Net unrealized gains/(losses)			(14,055	)			-				(11,117	)			(25,172	)
Amounts reclassified from AOCI			(1,132	)			-				358				(774	)
Other comprehensive income/(loss)			(15,187	)			-				(10,759	)			(25,946	)
Balance as of December 31, 2015			3,394				-				(217,586	)			(214,192	)
Net unrealized gains/(losses)			(19,709	)			130				(16,322	)			(35,901	)
Amounts reclassified from AOCI			(917	)			(1,395	)			4,751				2,439
Other comprehensive income/(loss)			(20,626	)			(1,265	)			(11,571	)			(33,462	)
Balance as of December 31, 2016		$	(17,232	)		$	(1,265	)		$	(229,157	)		$	(247,654	)

Reclassifications from AOCI, and related tax effects, were as follows:

(Dollars in thousands)
Details about AOCI		2016			2015			2014		Affected line item in the statement where net income is presented
Securities AFS:
Realized (gains)/losses on securities AFS	$	(1,485	)	$	(1,836	)	$	-		Debt securities gains/(losses), net
Tax expense/(benefit)		568			704			-		Provision/(benefit) for income taxes
		(917	)		(1,132	)		-
Cash flow hedges:
Realized (gains)/losses on cash flow hedges		(2,260	)		-			-		Interest and fees on loans
Tax expense/(benefit)		865			-			-		Provision/(benefit) for income taxes
		(1,395	)		-			-
Pension and Postretirement Plans:
Amortization of prior service cost and net actuarial gain/(loss)		7,697			580			5,075		Employee compensation, incentives, and benefits
Tax expense/(benefit)		(2,946	)		(222	)		(1,961	)	Provision/(benefit) for income taxes
		4,751			358			3,114
Total reclassification from AOCI	$	2,439		$	(774	)	$	3,114

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Note 15 q Income Taxes

The aggregate amount of income taxes included in the Consolidated Statements of Income and the Consolidated Statements of Equity for the years ended December 31, were as follows:

(Dollars in thousands)	2016				2015				2014
Consolidated Statements of Income:
Income tax expense/(benefit)		$	106,810			$	10,941			$	84,185
Consolidated Statements of Equity:
Income tax expense/(benefit) related to:
Net unrealized gains/(losses) on pension and other postretirement plans			(7,172	)			(6,689	)			(42,842	)
Net unrealized gains/(losses) on securities available-for-sale			(12,810	)			(9,445	)			18,135
Net unrealized gains/(losses) on cash flow hedges			(780	)			-				-
Share based compensation			(1,613	)			(356	)			7,220
Total		$	84,435			$	(5,549	)		$	66,698

The components of income tax expense/(benefit) for the years ended December 31, were as follows:

(Dollars in thousands)	2016			2015				2014
Current:
Federal		$	25,234		$	(5,059	)		$	83,916
State			1,803			(8,258	)			(3,461	)
Foreign			169			62				1
Deferred:
Federal			67,109			19,487				(157	)
State			12,495			4,706				3,872
Foreign			-			3				14
Total		$	106,810		$	10,941			$	84,185

A reconciliation of expected income tax expense/(benefit) at the federal statutory rate of 35 percent to the total income tax expense follows:

(Dollars in thousands)	2016				2015				2014
Federal income tax rate	35%				35%				35%
Tax computed at statutory rate		$	120,862			$	37,889			$	111,381
Increase/(decrease) resulting from:
State income taxes			9,918				7				8,786
Bank-owned life insurance (“BOLI”)			(5,661	)			(4,897	)			(6,671	)
401(k) – employee stock ownership plan (“ESOP”)			(824	)			(714	)			(659	)
Tax-exempt interest			(7,098	)			(6,507	)			(5,798	)
Non-deductible expenses			1,079				887				829
LIHTC credits and benefits, net of amortization			(6,165	)			(7,239	)			(8,075	)
Other tax credits			(3,886	)			(2,012	)			(1,033	)
Change in valuation allowance – DTA			(116	)			(3,875	)			(13,168	)
Other changes in unrecognized tax benefits			616				(1,386	)			(1,570	)
Other			(1,915	)			(1,212	)			163
Total		$	106,810			$	10,941			$	84,185

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Note 15 q Income Taxes (continued)

As of December 31, 2016, FHN had net deferred tax asset balances related to federal and state income tax carryforwards of $124.7 million and $19.4 million, respectively, which will expire at various dates as follows:

(Dollars in thousands)	Expiration Dates	Net Deferred Tax Asset Balance
Alternative minimum tax credits-federal	None		$	14,707
General business credits-federal	2030-2036			65,341
Capital loss carryforward – federal	2017			40,404
Capital loss carryforward – federal	2021			4,065
Net operating losses-federal	2027			175
Net operating losses-states	2017-2021			1,355
Net operating losses-states	2022-2035			18,083

A deferred tax asset (“DTA”) or deferred tax liability (“DTL”) is recognized for the tax consequences of temporary differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. The tax consequence is calculated by applying enacted statutory tax rates, applicable to future years, to these temporary differences. In order to support the recognition of the DTA, FHN’s management must believe that the realization of the DTA is more likely than not. FHN evaluates the likelihood of realization of the DTA based on both positive and negative evidence available at the time, including (as appropriate) scheduled reversals of DTLs, projected future taxable income, tax planning strategies, and recent financial performance. Realization is dependent on generating sufficient taxable income prior to the expiration of the carryforwards attributable to the DTA. In projecting future taxable income, FHN incorporates assumptions including the estimated amount of future state and federal pretax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates used to manage the underlying business.

As of December 31, 2016, the gross DTA is $337.6 million. The gross DTL is $97.4 million as of December 31, 2016. Management has assessed the ability to realize the gross DTA based on positive and negative evidence and on the basis of this evaluation, a valuation allowance of $40.6 million was recorded as of December 31, 2016. As of December 31, 2016 and 2015, FHN established a valuation allowance of $40.4 million and $40.5 million, respectively, against its 2012 federal capital loss carryforward because of the uncertainty that it would be utilized before it expires in 2017. The DTA after the valuation allowance is $297.0 million as of December 31, 2016. Although realization is not assured, FHN believes that it meets the more-likely-than-not requirement with respect to the net DTA after valuation allowance.

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Note 15 q Income Taxes (continued)

Temporary differences which gave rise to deferred tax assets and deferred tax liabilities on December 31, 2016 and 2015 were as follows:

(Dollars in thousands)	2016				2015
Deferred tax assets:
Loss reserves		$	65,605			$	88,925
Employee benefits			83,074				143,474
Accrued expenses			16,767				13,753
Capital loss carryforwards			44,469				40,499
Credit carryforwards			80,048				68,716
State NOL carryforwards			19,438				19,111
Investment in debt securities (ASC 320)			10,693				-
Other			17,515				18,970
Gross deferred tax assets			337,609				393,448
Valuation allowance			(40,593	)			(40,806	)
Deferred tax assets after valuation allowance		$	297,016			$	352,642
Deferred tax liabilities:
Depreciation and amortization		$	36,347			$	32,177
Equity investments			12,196				10,743
Investment in debt securities (ASC 320)			-				2,088
Other intangible assets			37,596				34,056
Prepaid expenses			11,150				10,893
Other			114				3,366
Gross deferred tax liabilities			97,403				93,323
Net deferred tax assets		$	199,613			$	259,319

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

The total unrecognized tax benefits (“UTB”) at December 31, 2016 and 2015, was $4.2 million and $3.7 million, respectively. To the extent such unrecognized tax benefits as of December 31, 2016 are subsequently recognized, $1.8 million of tax benefits would impact tax expense and FHN’s effective tax rate in future periods.

FHN is currently in audit in several jurisdictions. It is reasonably possible that the UTB related to state exposures could decrease by $.4 million during 2017 if audits are completed and settled and if the applicable statutes of limitations expire as scheduled.

FHN recognizes interest accrued and penalties related to UTB within income tax expense. FHN had approximately $.3 million and $.1 million accrued for the payment of interest as of December 31, 2016 and 2015, respectively. The total amount of interest and penalties recognized in the Consolidated Statements of Income during 2016 and 2015 was an expense of $.2 million and a benefit of $.8 million, respectively.

The rollforward of unrecognized tax benefits is shown below:

(Dollars in thousands)
Balance at December 31, 2014	$	5,207
Increases related to prior year tax positions		913
Decreases related to prior year tax positions		(428	)
Increases related to current year tax positions		90
Lapse of statute		(2,109	)
Balance at December 31, 2015	$	3,673
Increases related to prior year tax positions		951
Increases related to current year tax positions		27
Settlements		(407	)
Balance at December 31, 2016	$	4,244

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Note 16 q Earnings Per Share

The following table provides reconciliations of net income to net income available to common shareholders and the difference between average basic common shares outstanding and average diluted common shares outstanding:

(Dollars and shares in thousands, except per share data)	2016			2015			2014
Net income/(loss)		$	238,511		$	97,313		$	234,046
Net income attributable to noncontrolling interest			11,465			11,434			11,527
Net income/(loss) attributable to controlling interest			227,046			85,879			222,519
Preferred stock dividends			6,200			6,200			6,200
Net income/(loss) available to common shareholders		$	220,846		$	79,679		$	216,319
Weighted average common shares outstanding – basic			232,700			234,189			234,997
Effect of dilutive securities			2,592			2,077			1,738
Weighted average common shares outstanding – diluted			235,292			236,266			236,735
Net income/(loss) per share available to common shareholders		$	0.95		$	0.34		$	0.92
Diluted income/(loss) per share available to common shareholders		$	0.94		$	0.34		$	0.91

The following table presents 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:

(Shares in thousands)	2016			2015			2014
Stock options excluded from the calculation of diluted EPS			2,610			3,559			4,570
Weighted average exercise price of stock options excluded from the calculation of diluted EPS		$	26.29		$	24.40		$	23.46
Other equity awards excluded from the calculation of diluted EPS			37			98			-

Note 17 q Contingencies and Other Disclosures

Contingencies

Contingent Liabilities Overview

Contingent liabilities arise in the ordinary course of business. Often they are related to lawsuits, arbitration, mediation, and other forms of litigation. Various litigation matters are threatened or pending against FHN and its subsidiaries. Also, FHN at times receives requests for information, subpoenas, or other inquiries from federal, state, and local regulators, from other government authorities, and from other parties concerning various matters relating to FHN’s current or former lines of business. Certain matters of that sort are pending at this time, and FHN is cooperating in those matters. Pending and threatened litigation matters sometimes are resolved in court or before an arbitrator, and sometimes are settled by the parties. Regardless of the manner of resolution, frequently the most significant changes in status of a matter occur over a short time period, often following a lengthy period of little substantive activity. In view of the inherent difficulty of predicting the outcome of these matters, particularly where the claimants seek very large or indeterminate damages, or where the cases present novel legal theories or involve a large number of parties, or where claims or other actions may be possible but have not been brought, FHN cannot reasonably determine what the eventual outcome of the matters will be, what the timing of the ultimate resolution of these matters may be, or what the eventual loss or impact related to each matter may be. FHN establishes a loss contingency liability for a litigation matter when loss is both probable and reasonably estimable as prescribed by applicable financial accounting guidance. If loss for a matter is probable and a range of possible loss outcomes is the best estimate available, accounting guidance requires a liability to be established at the low end of the range.

Based on current knowledge, and after consultation with counsel, management is of the opinion that loss contingencies related to threatened or pending litigation matters should not have a material adverse effect on the

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Note 17 q Contingencies and Other Disclosures (continued)

consolidated financial condition of FHN, but may be material to FHN’s operating results for any particular reporting period depending, in part, on the results from that period.

Material Loss Contingency Matters

Summary

As used in this Note, “material loss contingency matters” generally fall into at least one of the following categories: (i) FHN has determined material loss to be probable and has established a material loss liability in accordance with applicable financial accounting guidance, other than certain matters reported as having been substantially settled or otherwise substantially resolved; (ii) FHN has determined material loss to be probable but is not reasonably able to estimate an amount or range of material loss liability; or (iii) FHN has determined that material loss is not probable but is reasonably possible, and that the amount or range of that reasonably possible material loss is estimable. As defined in applicable accounting guidance, loss is reasonably possible if there is more than a remote chance of a material loss outcome for FHN. Set forth below are disclosures for certain pending or threatened litigation matters, including all matters mentioned in (i) or (ii) and certain matters mentioned in (iii). In addition, certain other matters, or groups of matters, are discussed relating to FHN’s former mortgage origination and servicing businesses. In all litigation matters discussed, unless settled or otherwise resolved, FHN believes it has meritorious defenses and intends to pursue those defenses vigorously.

FHN reassesses the liability for litigation matters each quarter as the matters progress. At December 31, 2016, the aggregate amount of liabilities established for all such loss contingency matters was $28.0 million. These liabilities are separate from those discussed under the heading “Repurchase and Foreclosure Liability” below.

In each material loss contingency matter, except as otherwise noted, there is more than a remote chance that any of the following outcomes will occur: the plaintiff will substantially prevail; the defense will substantially prevail; the plaintiff will prevail in part; or the matter will be settled by the parties. At December 31, 2016, FHN estimates that for all material loss contingency matters, estimable reasonably possible losses in future periods in excess of currently established liabilities could aggregate in a range from zero to approximately $52 million.

As a result of the general uncertainties discussed above and the specific uncertainties discussed for each matter mentioned below, it is possible that the ultimate future loss experienced by FHN for any particular matter may materially exceed the amount, if any, of currently established liability for that matter. That possibility exists both for matters included in the estimated reasonably possible loss (“RPL”) range mentioned above and for matters not included in that range.

Material Matters

FHN, along with multiple co-defendants, is defending lawsuits brought by investors which claim that the offering documents under which certificates relating to First Horizon branded securitizations were sold to them were materially deficient. Two of those matters are material: (1) Federal Deposit Insurance Corporation (“FDIC”) as receiver for Colonial Bank, in the U.S. District Court for the Middle District of Alabama (Case No. CV-12-791-WKW-WC); and (2) FDIC as receiver for Colonial Bank, in the U.S. District Court for the Southern District of New York (Case No. 12 Civ. 6166 (LLS)(MHD)). The plaintiff in those suits claims to have purchased (and later sold) certificates in a number of separate securitizations and demands damages and prejudgment interest, among several remedies sought. At year-end 2016 both matters were pending, but in January 2017 the parties settled the Alabama matter. The material loss contingency liability mentioned above includes an amount for the Alabama matter, which had not been paid at year-end. The current RPL estimate for the remaining matter is subject to significant uncertainties regarding: the dollar amounts claimed; the potential remedies that might be available or awarded; the outcome of any settlement discussions; the availability of significantly dispositive defenses; and the incomplete status of the discovery process. FDIC’s claims in

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Note 17 q Contingencies and Other Disclosures (continued)

the New York matter relate to alleged purchases totaling $83.4 million. Additional information concerning FHN’s former mortgage businesses is provided below in “Obligations from Legacy Mortgage Businesses.”

Underwriters are co-defendants in the FDIC-New York matter and have demanded, under provisions in the applicable underwriting agreements, that FHN indemnify them for their expenses and any losses they may incur. In addition, FHN has received indemnity demands from underwriters in certain other suits as to which investors claim to have purchased certificates in FH proprietary securitizations but as to which FHN has not been named a defendant.

For most pending indemnity claims FHN is unable to estimate an RPL range due to significant uncertainties regarding: claims as to which the claimant specifies no dollar amount; the potential remedies that might be available or awarded; the availability of significantly dispositive defenses such as statutes of limitations or repose; the outcome of potentially dispositive early-stage motions such as motions to dismiss; the incomplete status of the discovery process; the lack of a precise statement of damages; and lack of precedent claims. The alleged purchase prices of the certificates subject to pending indemnification claims, excluding the FDIC-New York matter, total $409.9 million.

FHN is defending a suit filed in January 2017 by the successor to a purchaser of other whole loans sold, ResCap Liquidating Trust, which is pending in the U.S District Court for the District of Minnesota (Case No. 17-CV-194). Plaintiff claims that FHN breached representations and warranties made in the loan sales, which occurred over many years, and that FHN is obligated to indemnify plaintiff for certain losses. The suit seeks make-whole and other damages, indemnification, a declaratory judgment, and other remedies. FHN is unable to estimate an RPL range for this matter due to significant uncertainties regarding, among other things: lack of information about the claims made; the prospects for potentially dispositive early-stage motions; the prospects for significantly dispositive defenses; the scope of potential remedies that might be available or awarded; lack of any discovery; lack of a precise statement of damages; and lack of precedent claims.

FHN has additional potential exposures related to its former mortgage businesses. A few of those matters have become litigation which FHN currently estimates are immaterial, some are non-litigation claims or threats, some are mere subpoenas or other requests for information, and in some areas FHN has no indication of any active or threatened dispute. Some of those matters might eventually result in loan repurchases or make-whole payments and could be included in the repurchase liability discussed below, and some might eventually result in damages or other litigation-oriented liability, but none are included in the material loss contingency liabilities mentioned above or in the RPL range mentioned above. Additional information concerning such exposures is provided below in “Obligations from Legacy Mortgage Businesses.”

Material Gain Contingency Matter

In second quarter 2015 FHN reached an agreement with DOJ and HUD to settle potential claims related to FHN’s underwriting and origination of loans insured by FHA. Under that agreement FHN paid $212.5 million. FHN believes that certain insurance policies, having an aggregate policy limit of $75 million, provide coverage for FHN’s losses and related costs. The insurers have denied and/or reserved rights to deny coverage. FHN has brought suit against the insurers to enforce the policies under Tennessee law. In connection with this litigation the previously recognized expenses associated with the settled matter may be recouped in part. Under applicable financial accounting guidance FHN has determined that although material gain from this litigation is not probable, there is a reasonably possible (more than remote) chance of a material gain outcome for FHN. FHN cannot determine a probable outcome that may result from this matter because of the uncertainty of the potential outcomes of the legal proceedings and also due to significant uncertainties regarding: legal interpretation of the relevant contracts; potential remedies that might be available or awarded; the ultimate effect of counterclaims asserted by the defendants; and incomplete discovery. Additional information concerning FHN’s former mortgage businesses is provided below in “Obligations from Legacy Mortgage Businesses.”

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Note 17 q Contingencies and Other Disclosures (continued)

Obligations from Legacy Mortgage Businesses

The loss contingencies mentioned above under “Material Matters” stem from FHN’s former mortgage origination and servicing businesses. FHN retains potential for further exposure, in addition to the matters named, from those former businesses. The following discussion provides context and other information to enhance an understanding of those matters and exposures.

Overview

Prior to September 2008 FHN originated loans through its legacy mortgage business, primarily first lien home loans, with the intention of selling them. Sales typically were effected either as non-recourse whole-loan sales or through non-recourse proprietary securitizations. Conventional conforming single-family residential mortgage loans were sold predominately to two GSEs: Fannie Mae and Freddie Mac. Also, federally insured or guaranteed whole loans were pooled, and payments to investors were guaranteed through Ginnie Mae. Many mortgage loan originations, especially nonconforming mortgage loans, were sold to investors, or certificate-holders, predominantly through FH proprietary securitizations but also, to a lesser extent, through other whole loans sold to private non-Agency purchasers. FHN used only one trustee for all of its FH proprietary securitizations. FHN also originated mortgage loans eligible for FHA insurance or VA guaranty. In addition, FHN originated and sold HELOCs and second lien mortgages through other whole loans sold to private purchasers and, to a lesser extent, through FH proprietary securitizations. Currently, only one FH securitization of HELOCs remains outstanding.

For non-recourse loan sales, FHN has exposure for repurchase of loans, make-whole damages, or other related damages, arising from claims that FHN breached its representations and warranties made at closing to the purchasers, including GSEs, other whole loan purchasers, and the trustee of FH proprietary securitizations.

During the time these legacy activities were conducted, FHN frequently sold mortgage loans “with servicing retained.” As a result, FHN accumulated substantial amounts of MSR on its balance sheet, as well as contractual servicing obligations and related deposits and receivables. FHN conducted a significant servicing business under its First Horizon Home Loans brand.

MI was required by GSE rules for certain of the loans sold to GSEs and was also provided for certain of the loans that were securitized. MI generally was provided for first lien loans sold or securitized having an LTV ratio at origination of greater than 80 percent.

In 2007, market conditions deteriorated to the point where mortgage-backed securitizations no longer could be sold economically; FHN’s last securitization occurred that year. FHN continued selling mortgage loans to GSEs until August 31, 2008, when FHN sold its national mortgage origination and servicing platforms along with a portion of its servicing assets and obligations. FHN contracted to have its remaining servicing obligations sub-serviced. Since the platform sale FHN has sold substantially all remaining servicing assets and obligations.

Certain mortgage-related terms used in this “Contingencies” section are defined in “Mortgage-Related Glossary” at the end of this Overview.

Repurchase and Make-Whole Obligations

Starting in 2009, FHN received a high number of claims either to repurchase loans from the purchaser or to pay the purchaser to “make them whole” for economic losses incurred. These claims have been driven primarily by loan delinquencies. In repurchase or make-whole claims a loan purchaser typically asserts that specified loans violated representations and warranties FHN made when the loans were sold. A significant majority of claims received overall have come from GSEs, and the remainder are from purchasers of other whole loan sales. FHN has not received a loan repurchase or make-whole claim from the FH proprietary securitization trustee.

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Note 17 q Contingencies and Other Disclosures (continued)

Generally, FHN reviews each claim and MI cancellation notice individually. FHN’s responses include appeal, provide additional information, deny the claim (rescission), repurchase the loan or remit a make-whole payment, or reflect cancellation of MI.

After several years resolving repurchase and make-whole claims with each GSE on a loan-by-loan basis, in 2013 and 2014 FHN entered into DRAs with the GSEs, resolving at once a large fraction of potential claims. Starting in 2014, the overall number of such claims diminished substantially, primarily as a result of the DRAs. Each DRA resolved obligations associated with loans originated from 2000 to 2008, but certain obligations and loans were excluded. Under each DRA, FHN remains responsible for repurchase obligations related to certain excluded defects (such as title defects and violations of the GSE’s Charter Act) and FHN continues to have loan repurchase or monetary compensation obligations under the DRAs related to private mortgage insurance rescissions, cancellations, and denials (with certain exceptions). FHN also has exposure related to loans where there has been a prior bulk sale of servicing, as well as certain other whole-loan sales. With respect to loans where there has been a prior bulk sale of servicing, FHN is not responsible for MI cancellations and denials to the extent attributable to the acts of the current servicer.

While large portions of repurchase claims from the GSEs were settled with the DRAs, large-scale settlement of repurchase, make-whole, and indemnity claims with non-Agency claimants is not practical. Those claims are resolved case by case or, occasionally, with less-comprehensive settlements. In second quarter 2016, in the largest such settlement to date, FHN settled certain claims which reduced the repurchase and foreclosure liability and resulted in a reversal of certain prior provision expense. Such claims that are not resolved by the parties can, and sometimes have, become litigation.

FH Proprietary Securitization Actions

FHN has potential financial exposure from FH proprietary securitizations outside of the repurchase/make-whole process. Several investors in certificates sued FHN and others starting in 2009, and several underwriters or other counterparties have demanded that FHN indemnify and defend them in securitization lawsuits. The pending suits generally assert that disclosures made to investors in the offering and sale of certificates were legally deficient.

Servicing Obligations

FHN’s national servicing business was sold as part of the platform sale in 2008. A significant amount of MSR was sold at that time, and a significant amount was retained. The related servicing activities, including foreclosure and loss mitigation practices, not sold in 2008 were outsourced through a three-year subservicing arrangement (the “2008 subservicing agreement”) with the platform buyer (the “2008 subservicer”). The 2008 subservicing agreement expired in 2011 when FHN entered into a replacement agreement with a new subservicer (the “2011 subservicer”). In fourth quarter 2013, FHN contracted to sell a substantial majority of its remaining servicing obligations and servicing assets (including advances) to the 2011 subservicer. The servicing was transferred to the buyer in stages, and was substantially completed in first quarter 2014. The servicing still retained by FHN continues to be subserviced.

As servicer, FHN had contractual obligations to the owners of the loans (primarily GSEs) and securitization trustees, to handle billing, custodial, and other tasks related to each loan. Each subservicer undertook to perform those obligations on FHN’s behalf during the applicable subservicing period, although FHN legally remained the servicer of record for those loans that were subserviced.

The 2008 subservicer has been subject to a consent decree, and entered into a settlement agreement with regulators related to alleged deficiencies in servicing and foreclosure practices. The 2008 subservicer has made demands of FHN, under the 2008 subservicing agreement, to pay certain resulting costs and damages totaling $43.5 million. FHN disagrees with those demands and has made no payments. This disagreement has the potential to result in litigation and, in any such future litigation, the claim against FHN may be substantial.

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Note 17 q Contingencies and Other Disclosures (continued)

A certificate holder has contacted FHN, threatening to make claims based on alleged deficiencies in servicing loans held in certain FH proprietary securitization trusts. The holder has sued the FH securitization trustee, but (to date) has not sued FHN. FHN cannot predict how this inquiry, or the trustee suit, will proceed nor whether any claim or suit, if made or brought against FHN, will be material to FHN.

Origination Data

From 2005 through 2008, FHN originated and sold $69.5 billion of mortgage loans to the Agencies. This includes $57.6 billion of loans sold to GSEs and $11.9 billion of loans guaranteed by Ginnie Mae. Although FHN conducted these businesses before 2005, GSE loans originated in 2005 through 2008 account for a substantial majority of all repurchase requests/make-whole claims received since the 2008 platform sale.

From 2005 through 2007, $26.7 billion of mortgage loans were included in FH proprietary securitizations.

Mortgage-Related Glossary

Agencies	the two GSEs and Ginnie Mae	HELOC	home equity line of credit
certificates	securities sold to investors representing interests in mortgage loan securitizations	HUD	Dept. of Housing and Urban Development
DOJ	U.S. Department of Justice	LTV	loan-to-value, a ratio of the loan amount divided by the home value
DRA	definitive resolution agreement with a GSE	MI	private mortgage insurance, insuring against borrower payment default
Fannie Mae, Fannie, FNMA	Federal National Mortgage Association	MSR	mortgage servicing rights
FH proprietary securitization	securitization of mortgages sponsored by FHN under its First Horizon brand	nonconforming loans	loans that did not conform to Agency program requirements
FHA	Federal Housing Administration	other whole loans sold	mortgage loans sold to private, non-Agency purchasers
Freddie Mac, Freddie, FHLMC	Federal Home Loan Mortgage Corporation	2008 platform sale, platform sale, 2008 sale	FHN’s sale of its national mortgage origination and servicing platforms in 2008
Ginnie Mae, Ginnie, GNMA	Government National Mortgage Association	pipeline or active pipeline	pipeline of mortgage repurchase, make-whole, & certain related claims against FHN
GSEs	Fannie Mae and Freddie Mac	VA	Veterans Administration

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Note 17 q Contingencies and Other Disclosures (continued)

Repurchase and Foreclosure Liability

The repurchase and foreclosure liability is comprised of reserves to cover estimated loss content in the active pipeline, estimated future inflows, as well as estimated loss content related to certain known claims not currently included in the active pipeline. FHN compares the estimated probable incurred losses determined under the applicable loss estimation approaches for the respective periods with current reserve levels. Changes in the estimated required liability levels are recorded as necessary through the repurchase and foreclosure provision.

Based on currently available information and experience to date, FHN has evaluated its loan repurchase, make-whole, and certain related exposures and has accrued for losses of $66.0 million and $115.6 million as of December 31, 2016 and 2015, respectively, including a smaller amount related to equity-lending junior lien loan sales. Accrued liabilities for FHN’s estimate of these obligations are reflected in Other liabilities on the Consolidated Statements of Condition. Charges/expense reversals to increase/decrease the liability are included within Repurchase and foreclosure provision on the Consolidated Statements of Income. The estimates are based upon currently available information and fact patterns that exist as of the balance sheet dates and could be subject to future changes. Changes to any one of these factors could significantly impact the estimate of FHN’s liability.

Government-Backed Mortgage Lending Programs

FHN’s FHA and VA program lending was substantial prior to the 2008 platform sale, and has continued at a much lower level since then. As lender, FHN made certain representations and warranties as to the compliance of the loans with program requirements. Over the past several years, most recently in first quarter 2015, FHN occasionally has recognized significant losses associated with settling claims and potential claims by government agencies, and by private parties asserting claims on behalf of agencies, related to these origination activities. At December 31, 2016, FHN had not accrued a liability for any matter related to these government lending programs, and no pending or known threatened matter related to these programs represented a material loss contingency described above.

Other FHN Mortgage Exposures

At December 31, 2016, FHN had not accrued a liability for exposure for repurchase of first-lien loans related to FH proprietary securitizations arising from claims from the trustee that FHN breached its representations and warranties in FH proprietary securitizations at closing. FHN’s trustee is a defendant in lawsuits in which the plaintiffs have asserted that the trustee has duties to review loans and otherwise to act against FHN outside of the duties specified in the applicable trust documents; FHN is not a defendant and is not able to assess what, if any, exposure FHN may have as a result of them.

FHN is defending, directly or as indemnitor, certain pending lawsuits brought by purchasers of certificates in FH proprietary securitizations or their assignees. FHN believes a new lawsuit based on federal securities claims that offering disclosures were deficient cannot be brought at this time due to the running of applicable limitation periods, but other investor claims, based on other legal theories, might still be possible. Due to sales of MSR starting in 2008, FHN has limited visibility into current loan information such as principal payoffs, refinance activity, delinquency trends, and loan modification activity.

Many non-GSE purchasers of whole loans from FHN included those loans in their own securitizations. Regarding such other whole loans sold, FHN made representations and warranties concerning the loans and provided indemnity covenants to the purchaser/securitizer. Typically the purchaser/securitizer assigned key contractual rights against FHN to the securitization trustee. As mentioned above, repurchase, make-whole, indemnity, and other monetary claims related to specific loans are included in the active pipeline and repurchase reserve. In addition, currently the following categories of actions are pending which involve FHN and other whole loans sold: (i) FHN has received indemnification requests from purchasers of loans or their assignees in cases where FHN is not a defendant; (ii) FHN has received subpoenas seeking loan reviews in cases where FHN is not a defendant; (iii) FHN has received repurchase demands from purchasers or their assignees; and (iv) FHN is a defendant in legal

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Note 17 q Contingencies and Other Disclosures (continued)

actions involving FHN-originated other whole loans sold. At December 31, 2016, FHN’s repurchase and foreclosure liability considered certain known exposures from other whole loans sold.

Certain government entities have subpoenaed information from FHN and others. These entities include the FDIC (on behalf of certain failed banks) and the FHLBs of San Francisco, Atlanta, and Seattle, among others. These entities purport to act on behalf of several purchasers of FH proprietary securitizations, and of non-FH securitizations which included other whole loans sold. Collectively, the subpoenas seek information concerning: a number of FH proprietary securitizations and/or underlying loan originations; and originations of certain other whole loans sold which, in many cases, were included by the purchaser in its own securitizations. Some subpoenas fail to identify the specific investments made or loans at issue. Moreover, FHN has limited information regarding at least some of the loans under review. Unless and until a review (if related to specific loans) becomes an identifiable repurchase claim, the associated loans are not considered part of the active pipeline.

Other Disclosures

Visa Matters

FHN is a member of the Visa USA network. In October 2007, the Visa organization of affiliated entities completed a series of global restructuring transactions to combine its affiliated operating companies, including Visa USA, under a single holding company, Visa Inc. (“Visa”). Upon completion of the reorganization, the members of the Visa USA network remained contingently liable for certain Visa litigation matters (the “Covered Litigation”). Based on its proportionate membership share of Visa USA, FHN recognized a contingent liability in fourth quarter 2007 related to this contingent obligation. In March 2008, Visa completed its initial public offering (“IPO”) and funded an escrow account from its IPO proceeds to be used to make payments related to the Visa litigation matters. FHN received approximately 2.4 million Class B shares in conjunction with Visa’s IPO.

Conversion of these shares into Class A shares of Visa is prohibited until the final resolution of the covered litigation. In conjunction with the prior sales of Visa Class B shares in December 2010 and September 2011, FHN and the purchasers entered into derivative transactions whereby FHN will make, or receive, cash payments whenever the conversion ratio of the Visa Class B shares into Visa Class A shares is adjusted. The conversion ratio is adjusted when Visa deposits funds into the escrow account to cover certain litigation. As of December 31, 2016 and 2015, the derivative liabilities were $6.2 million and $4.8 million, respectively.

In July 2012, Visa and MasterCard announced a joint settlement (the “Settlement”) related to the Payment Card Interchange matter, one of the Covered Litigation matters. Based on the amount of the Settlement attributable to Visa and an assessment of FHN’s contingent liability accrued for Visa litigation matters, the Settlement did not have a material impact on FHN. The Settlement was vacated upon appeal in June 2016. Accordingly, the outcome of this matter remains uncertain. Additionally, other Covered Litigation matters are also pending judicial resolution, including new matters filed by class members who opted out of the Settlement. So long as any Covered Litigation matter remains pending, FHN’s ability to transfer its Visa holdings is restricted, with limited exceptions.

FHN now holds approximately 1.1 million Visa Class B shares. FHN’s Visa shares are not considered to be marketable and therefore are included in the Consolidated Statements of Condition at their historical cost of $0. As of December 31, 2016, the conversion ratio is 165 percent reflecting a Visa stock split in March 2015, and the contingent liability is $.8 million. Future funding of the escrow would dilute this conversion ratio by an amount that is not determinable at present. Based on the closing price on December 31, 2016, assuming conversion into Class A shares at the current conversion ratio, FHN’s Visa holdings would have a value of approximately $143 million. Recognition of this value is dependent upon the final resolution of the remainder of Visa’s Covered Litigation matters without further reduction of the conversion ratio.

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Note 17 q Contingencies and Other Disclosures (continued)

Indemnification Agreements and Guarantees

In the ordinary course of business, FHN enters into indemnification agreements for legal proceedings against its directors and officers and standard representations and warranties for underwriting agreements, merger and acquisition agreements, loan sales, contractual commitments, and various other business transactions or arrangements. The extent of FHN’s obligations under these agreements depends upon the occurrence of future events; therefore, it is not possible to estimate a maximum potential amount of payouts that could be required with such agreements.

Note 18 q Pension, Savings, and Other Employee Benefits

Pension plan. FHN sponsors a noncontributory, qualified defined benefit pension plan to employees hired or re-hired on or before September 1, 2007. Pension benefits are based on years of service, average compensation near retirement or other termination, and estimated social security benefits at age 65. Benefits under the plan are “frozen” so that years of service and compensation changes after 2012 do not affect the benefit owed. Minimum contributions are based upon actuarially determined amounts necessary to fund the benefit obligation. Decisions to contribute to the plan are based upon pension funding requirements under the Pension Protection Act, the maximum amount deductible under the Internal Revenue Code, the actual performance of plan assets, and trends in the regulatory environment. FHN contributed $165 million to the qualified pension plan in third quarter 2016. The contribution had no effect on FHN’s 2016 Consolidated Statements of Income. Management has assessed the need for future contributions, and does not currently anticipate that FHN will make a contribution to the qualified pension plan in 2017.

FHN also maintains non-qualified plans including a supplemental retirement plan that covers certain employees whose benefits under the qualified pension plan have been limited by tax rules. These other non-qualified plans are unfunded, and contributions to these plans cover all benefits paid under the non-qualified plans. Payments made under the non-qualified plans were $5.1 million for 2016. FHN anticipates making benefit payments under the non-qualified plans of $5.0 million in 2017.

Savings plan. FHN provides all qualifying full-time employees with the opportunity to participate in the FHN tax qualified 401(k) savings plan. The qualified plan allows employees to defer receipt of earned salary, up to tax law limits, on a tax-advantaged basis. Accounts, which are held in trust, may be invested in a wide range of mutual funds and in FHN common stock. Up to tax law limits, FHN provides a 100 percent match for the first 6 percent of salary deferred, with company matching contributions invested according to a participant’s current investment elections. The savings plan also allows employees to invest in a non-leveraged employee stock ownership plan (“ESOP”). Cash dividends on shares held by the ESOP are charged to retained earnings and the shares are considered outstanding in computing earnings per share. The number of allocated shares held by the ESOP totaled 7,793,110 on December 31, 2016. Through a non-qualified savings restoration plan, FHN provides a restorative benefit to certain highly-compensated employees who participate in the savings plan and whose contribution elections are capped by tax limitations.

FHN also provides “flexible dollars” to assist employees with the cost of annual benefits and/or allow the employee to contribute to his or her qualified savings plan account. These “flexible dollars” are pre-tax contributions and are based upon the employees’ years of service and qualified compensation. Contributions made by FHN through the flexible benefits plan and the company matches were $21.6 million for 2016, $20.8 million for 2015, and $20.4 million for 2014.

Other employee benefits. FHN provides postretirement life insurance benefits to certain employees and also provides postretirement medical insurance benefits to retirement-eligible employees. The postretirement medical plan is contributory with FHN contributing a fixed amount for certain participants. FHN’s postretirement benefits include certain prescription drug benefits. In 2015, FHN notified participants of revisions to the retiree medical plan effective January 1, 2016. In conjunction with this action, FHN recognized an $8.3 million curtailment gain in third quarter 2015. FHN also recognized a $1.0 million reduction in the plans’ projected benefit obligation and a $5.3 million tax-effected adjustment to accumulated other comprehensive income.

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Note 18 q Pension, Savings, and Other Employee Benefits (continued)

Actuarial assumptions. FHN’s process for developing the long-term expected rate of return of pension plan assets is based on capital market exposure as the source of investment portfolio returns. Capital market exposure refers to the plan’s broad allocation of its assets to asset classes, such as large cap equity and fixed income. FHN also considers expectations for inflation, real interest rates, and various risk premiums based primarily on the historical risk premium for each asset class. The expected return is based upon a thirty year time horizon. In conjunction with the contribution made in 2016, the asset allocation strategy for the qualified pension plan was adjusted through the sale of all equity investments with investment of the proceeds, in addition to the contribution, into fixed income instruments that more closely matched the estimated duration of payment obligations. Consequently, FHN selected a 4.50 percent assumption for 2017 for the qualified defined benefit pension plan and a 2.15 percent assumption for postretirement medical plan assets dedicated to employees who retired prior to January 1, 1993. FHN selected a 6.00 percent assumption for postretirement medical plan assets dedicated to employees who retired after January 1, 1993.

The discount rates for the three years ended 2016 for pension and other benefits were determined by using a hypothetical AA yield curve represented by a series of annualized individual discount rates from one-half to thirty years. The discount rates are selected based upon data specific to FHN’s plans and employee population. The bonds used to create the hypothetical yield curve were subjected to several requirements to ensure that the resulting rates were representative of the bonds that would be selected by management to fulfill the company’s funding obligations. In addition to the AA rating, only non-callable bonds were included. Each bond issue was required to have at least $250 million par outstanding so that each issue was sufficiently marketable. Finally, bonds more than two standard deviations from the average yield were removed. When selecting the discount rate, FHN matches the duration of high quality bonds with the duration of the obligations of the plan as of the measurement date. For all years presented, the measurement date of the benefit obligations and net periodic benefit costs was December 31.

The actuarial assumptions used in the defined benefit pension plan and other employee benefit plans were as follows:

	Benefit Obligations									Net Periodic Benefit Cost
	2016			2015			2014			2016			2015			2014
Discount rate
Qualified pension		4.39	%		4.68	%		4.30	%		4.69	%		4.30	%		5.15	%
Nonqualified pension		4.07	%		4.33	%		4.00	%		4.34	%		4.00	%		4.70	%
Other nonqualified pension		3.39	%		3.57	%		3.35	%		3.57	%		3.35	%		4.05	%
Postretirement benefits	3.67% - 4.57%			3.76% - 4.87%			3.45% - 4.45%			3.84% - 4.87%			3.45% - 4.45%			4.10% - 5.35%
Expected long-term rate of return
Qualified pension/ postretirement benefits		4.50	%		6.00	%		5.85	%		6.00	%		5.85	%		6.60	%
Postretirement benefit (retirees post January 1, 1993)		6.00	%		6.15	%		6.35	%		6.15	%		6.35	%		6.95	%
Postretirement benefit (retirees prior to January 1, 1993)		2.15	%		2.10	%		2.30	%		2.10	%		2.30	%		2.85	%

In 2014, the Society of Actuaries published updated life expectancy tables based upon a study of recent non-governmental pension plan experience in the United States. These new tables reflected the increased longevity of pension plan participants as well as projected future improvements in life expectancy in comparison to prior life expectancy tables. FHN included the newly released tables within the annual re-measurement of its pension and postretirement plan calculations beginning in 2014. Consideration of the new life expectancy tables resulted in an 8 percent increase of the projected benefit obligations for FHN’s pension plans in 2014 compared to the use of the former tables. The effects of subsequent changes in life expectancy tables have not been significant.

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Note 18 q Pension, Savings, and Other Employee Benefits (continued)

The rate of compensation increase previously had a significant effect on the actuarial assumptions used for the defined benefit pension plan. However, given the pension plan freeze as of December 31, 2012, the rate of compensation increase no longer applies to the qualified pension plan.

The health care cost trend rate assumption previously had a significant effect on the amounts reported. However, given the change to a defined contribution subsidy model for postretirement medical insurance benefits, a one-percentage-point change in assumed health care cost trend rates would have no impact on the reported service and interest cost components or the postretirement benefit obligation at the end of the plan year since the annual rate of increase in health care costs was no longer included in the actuarial assumptions for that plan for the 2016 and 2015 measurements.

The components of net periodic benefit cost for the plan years 2016, 2015 and 2014 are as follows:

(Dollars in thousands)	Total Pension Benefits												Other Benefits
	2016				2015				2014				2016				2015				2014
Components of net periodic benefit cost
Service cost		$	39			$	40			$	56			$	110			$	146			$	207
Interest cost			31,216				36,424				34,915				1,292				1,413				1,754
Expected return on plan assets			(39,123	)			(37,516	)			(40,093	)			(913	)			(956	)			(1,025	)
Amortization of unrecognized:
Prior service cost/(credit)			196				333				346				170				(830	)			(1,163	)
Actuarial (gain)/loss			8,141				10,103				6,898				(810	)			(1,014	)			(1,006	)
Net periodic benefit cost			469				9,384				2,122				(151	)			(1,241	)			(1,233	)
ASC 715 curtailment (income) (a)			-				-				-				-				(8,283	)			-
ASC 715 special termination benefits (b)			-				-				1,009				-				-				-
Total periodic benefit costs		$	469			$	9,384			$	3,131			$	(151	)		$	(9,524	)		$	(1,233	)

(a)	In 2015, an announced revision to the retiree medical plan triggered curtailment accounting. In accordance with its practice, FHN performed a remeasurement of the plan in conjunction with the curtailment and realized a curtailment gain.
(b)	In 2014, a one-time special termination benefits charge was recognized related to recalculation of a participant’s benefit under a non-qualified plan upon retirement.

The long-term expected rate of return is applied to the market-related value of plan assets in determining the expected return on plan assets. FHN determines the market-related value of plan assets using a calculated value that recognizes changes in the fair value of plan assets over five years, as permitted by GAAP.

In 2016, FHN changed its methodology for the calculation of interest cost for its applicable employee benefit plans. Prior to 2016 FHN utilized a weighted average discount rate to determine interest cost, which is the same discount rate used to calculate the projected benefit obligation. Starting in 2016, FHN adopted a spot rate approach which applies duration-specific rates from the full yield curve to estimated future benefit payments for the determination of interest cost. This change in accounting estimate reduced interest cost across all plans by $5.8 million in 2016.

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Note 18 q Pension, Savings, and Other Employee Benefits (continued)

The following tables set forth the plans’ benefit obligations and plan assets for 2016 and 2015:

(Dollars in thousands)	Total Pension Benefits								Other Benefits
	2016				2015				2016				2015
Change in benefit obligation
Benefit obligation, beginning of year		$	816,529			$	859,853			$	33,166			$	35,328
Service cost			39				40				110				146
Interest cost			31,216				36,424				1,292				1,413
Actuarial (gain)/loss			12,733				(49,919	)			2,110				(2,393	)
Actual benefits paid (a)			(55,975	)			(29,869	)			(1,275	)			(1,057	)
Gain due to curtailment			-				-				-				(271	)
Benefit obligation, end of year		$	804,542			$	816,529			$	35,403			$	33,166
Change in plan assets
Fair value of plan assets, beginning of year		$	638,169			$	695,549			$	16,128			$	16,639
Actual return on plan assets			27,448				(31,699	)			991				(169	)
Employer contributions			169,230				4,188				873				715
Actual benefits paid – settlement payments			-				-				(1,275	)			(1,057	)
Actual benefits paid – other payments (a)			(55,975	)			(29,869	)			-				-
Fair value of plan assets, end of year		$	778,872			$	638,169			$	16,717			$	16,128
Funded status of the plans		$	(25,670	)		$	(178,360	)		$	(18,686	)		$	(17,038	)
Amounts recognized in the Statements of Condition
Other assets		$	18,104			$	-			$	13,050			$	12,679
Other liabilities			(43,774	)			(178,360	)			(31,736	)			(29,717	)
Net asset/(liability) at end of year		$	(25,670	)		$	(178,360	)		$	(18,686	)		$	(17,038	)

(a) Increase in 2016 due to the settlement of certain terminated, vested participants in qualified pension plan.

The qualified pension plan was overfunded as of December 31, 2016, by $18.1 million. The nonqualified pension plan was underfunded as of December 31, 2016, by $43.8 million. At year-end 2015, the qualified and nonqualified pension plans were underfunded by $132.6 million, and $45.8 million, respectively. Because of the pension freeze as of the end of 2012, the pension benefit obligation and the accumulated benefit obligation are the same as of December 31, 2016 and 2015. The projected benefit obligation and the accumulated benefit obligation for the qualified pension plan exceeded all corresponding plan assets as of December 31, 2015.

Unrecognized actuarial gains and losses and unrecognized prior service costs and credits are recognized as a component of accumulated other comprehensive income. Balances reflected in accumulated other comprehensive income on a pre-tax basis for the years ended December 31, 2016 and 2015 consist of:

(Dollars in thousands)	Total Pension Benefits						Other Benefits
	2016			2015			2016				2015
Amounts recognized in accumulated other comprehensive income
Prior service cost/(credit)		$	52		$	248		$	95			$	265
Net actuarial (gain)/loss			379,724			363,457			(8,076	)			(10,918	)
Total		$	379,776		$	363,705		$	(7,981	)		$	(10,653	)

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Note 18 q Pension, Savings, and Other Employee Benefits (continued)

The pre-tax amounts recognized in other comprehensive income during 2016 and 2015 were as follows:

(Dollars in thousands)	Total Pension Benefits								Other Benefits
	2016				2015				2016				2015
Changes in plan assets and benefit obligation recognized in other comprehensive income
Net actuarial (gain)/loss arising during measurement period		$	24,408			$	19,296			$	2,032			$	(1,268	)
Items amortized during the measurement period:
Prior service credit/(cost) (a)			(196	)			(333	)			(170	)			8,842
Net actuarial gain/(loss)			(8,141	)			(10,103	)			810				1,014
Total recognized in other comprehensive income		$	16,071			$	8,860			$	2,672			$	8,588

(a) In 2015, an announced revision to the retiree medical plan triggered curtailment accounting. In accordance with its practice, FHN performed a remeasurement of the plan in conjunction with the curtailment and realized a curtailment gain.

FHN utilizes the minimum amortization method in determining the amount of actuarial gains or losses to include in plan expense. Under this approach, the net deferred actuarial gain or loss that exceeds a threshold is amortized over the average remaining service period of active plan participants. The threshold is measured as the greater of: 10 percent of a plan’s projected benefit obligation as of the beginning of the year or 10 percent of the market related value of plan assets as of the beginning of the year. FHN amortizes actuarial gains and losses using the estimated average remaining life expectancy of the remaining participants since all participants are considered inactive due to the freeze.

For pension plans, the estimated actuarial loss that would be amortized from AOCI into net periodic benefit cost in 2017 is $9.5 million. For other postretirement plans, the estimated actuarial gain to be amortized from AOCI into net periodic benefit in 2017 is $.6 million. In 2017, the estimated prior service cost expected to be amortized from AOCI into net periodic benefits related to pension and other postretirement plans is not expected to be material.

FHN does not expect any defined benefit pension plan’s and other employee benefit plan’s assets to be returned to FHN in 2017.

The following table provides detail on expected benefit payments, which reflect expected future service, as appropriate:

(Dollars in thousands)	Pension Benefits			Other Benefits
2017		$	33,453		$	1,499
2018			35,139			1,549
2019			37,214			1,603
2020			39,553			1,663
2021			41,452			1,728
2022-2026			226,735			9,625

Plan assets. FHN’s overall investment goal is to create, over the life of the pension plan and retiree medical plan, an adequate pool of sufficiently liquid assets to support the qualified pension benefit obligations to participants, retirees, and beneficiaries, as well as to partially support the medical obligations to retirees and beneficiaries. Thus, the qualified pension plan and retiree medical plan seek to achieve a high level of investment return consistent with a prudent level of portfolio risk.

Prior to the contribution in third quarter 2016, FHN had adopted an investment strategy that reduced equities and increased long duration fixed income allocations over time with the intention of reducing volatility of funded status and pension costs. Plan assets were shifted from equities to fixed income securities when certain funded status thresholds were met. At December 31, 2015, the target allocation to equities was 32 percent and the target allocation to fixed income and cash equivalents was 68 percent. Equity securities, most of which were included in

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Note 18 q Pension, Savings, and Other Employee Benefits (continued)

common and collective funds, primarily included investments in large capital and small capital companies located in the U.S., as well as international equity securities in developed and emerging markets. Subsequent to the 2016 contribution, qualified pension plan assets primarily consist of fixed income securities which include U.S. treasuries, corporate bonds of companies from diversified industries, municipal bonds, and foreign bonds. Fixed income investments generally have long durations consistent with the estimated pension liabilities of FHN. This duration-matching strategy is intended to hedge substantially all of the plan’s risk associated with future benefit payments. Retiree medical funds are kept in short-term investments, primarily money market funds and mutual funds. On December 31, 2016 and 2015, FHN did not have any significant concentrations of risk within the plan assets related to the pension plan or the retiree medical plan.

The fair value of FHN’s pension plan assets at December 31, 2016 and 2015, by asset category classified using the Fair Value measurement hierarchy is shown in the table below. See Note 24 – Fair Value of Assets and Liabilities for more details about Fair Value measurements.

(Dollars in thousands)	December 31, 2016
	Level 1			Level 2			Level 3			Total
Cash equivalents and money market funds		$	23,815		$	-		$	-		$	23,815
Fixed income securities:
U.S. treasuries			-			30,576			-			30,576
Corporate, municipal and foreign bonds			-			505,374			-			505,374
Common and collective funds:
Fixed income			-			219,107			-			219,107
Total		$	23,815		$	755,057		$	-		$	778,872

(Dollars in thousands)	December 31, 2015
	Level 1			Level 2			Level 3			Total
Cash equivalents and money market funds		$	8,527		$	-		$	-		$	8,527
Equity securities:
U.S. mid capital			11,509			-			-			11,509
Fixed income securities:
U.S. treasuries			-			9,534			-			9,534
Corporate, municipal and foreign bonds			-			197,089			-			197,089
Common and collective funds:
Fixed income			-			214,933			-			214,933
U.S. large capital			-			101,867			-			101,867
U.S. small capital			-			39,744			-			39,744
International			-			54,966			-			54,966
Total		$	20,036		$	618,133		$	-		$	638,169

Any shortfall of investment performance compared to investment objectives should be explainable in terms of general economic and capital market conditions. The Pension and Savings Investment Committee, comprised of senior managers within the organization, meets regularly to review asset performance and potential portfolio revisions. With the change in asset allocation in 2016, adjustments to the qualified pension plan asset allocation will primarily reflect changes in anticipated liquidity needs for plan benefits.

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Note 18 q Pension, Savings, and Other Employee Benefits (continued)

The fair value of FHN’s retiree medical plan assets at December 31, 2016 and 2015 by asset category are as follows:

(Dollars in thousands)	December 31, 2016
	Level 1			Level 2			Level 3			Total
Cash equivalents and money market funds		$	626		$	-		$	-		$	626
Mutual funds:
Equity mutual funds			10,443			-			-			10,443
Fixed income mutual funds			5,648			-			-			5,648
Total		$	16,717		$	-		$	-		$	16,717

(Dollars in thousands)	December 31, 2015
	Level 1			Level 2			Level 3			Total
Cash equivalents and money market funds		$	365		$	-		$	-		$	365
Mutual funds:
Equity mutual funds			9,562			-			-			9,562
Fixed income mutual funds			6,201			-			-			6,201
Total		$	16,128		$	-		$	-		$	16,128

The number of shares of FHN common stock held by the qualified pension plan was 792,607 for 2015. All shares were sold in 2016 in conjunction with the asset-liability hedging strategy discussed previously.

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Note 19 q Stock Option, Restricted Stock Incentive, and Dividend Reinvestment Plans

Equity compensation plans

FHN currently has one plan, its shareholder-approved Equity Compensation Plan (“ECP”), which authorizes the grant of new stock-based awards to employees and directors. Most awards outstanding at year end were granted under the ECP, though older stock options and certain deferred stock units remain outstanding under several plans which no longer are active. The ECP authorizes a broad range of award types, including restricted shares, stock units, and stock options. Stock units may be paid in shares or cash, depending upon the terms of the award. The ECP also authorizes the grant of stock appreciation rights, though no such grants have been made. Unvested awards have service and/or performance conditions which must be met in order for the shares to vest. Awards generally have service-vesting conditions, meaning that the employee must remain employed by FHN for certain periods in order for the award to vest. Some outstanding awards also have performance conditions, and two outstanding awards have performance conditions associated with FHN’s stock price. FHN operates the ECP by establishing award programs, each of which is intended to cover a specific need. Programs are created, changed, or terminated as needs change. On December 31, 2016, there were 11,454,517 shares available for new awards under the ECP. The ECP imposes a separate limit on full-value (non-option) awards which is included within the overall limit; at December 31, 2016 there were 8,744,702 shares available to be granted as full-value awards.

Service condition full-value awards. Awards may be granted with service conditions only. In recent years, programs using these awards have included annual programs for executives and selected management employees, a mandatory deferral program for executives tied to annual bonuses earned, other mandatory or elective deferral programs, various retention programs, and special hiring-incentive situations. Details of the awards vary by program, but most are settled in shares at vesting rather than cash, and vesting rarely begins earlier than the first anniversary of grant and rarely extends beyond the fourth anniversary of grant. Annual programs tend to use multiple annual vesting dates while retention programs tend to use a single vesting date, but there are exceptions.

Performance condition awards. Under FHN’s long-term incentive and corporate performance programs, performance stock units (“PSUs”) (executives) and cash units (selected management employees) are granted annually and vest only if predetermined performance measures are met. The measures are changed each year based on goals and circumstances prevailing at the time of grant. In recent years the performance periods have been three years, with service-vesting near the third anniversary of the grant. PSUs granted after 2014 also have a two year post-vest holding period. Recent annual performance awards require pro-rated forfeiture for performance falling between a threshold level and a maximum, but all-or-nothing awards have also been granted. Performance awards sometimes are used to provide a narrow, targeted incentive to a single person or small group; two such awards which include a market performance condition to FHN’s Chief Executive Officer (“CEO”) are discussed in the next paragraph. Of the annual program awards paid during 2016 or outstanding on December 31, 2016: performance conditions related to the 2013 units were met at the 95.8 percent payout level and were paid in 2016; the three-year performance period of the 2014 units has ended but performance is measured relative to peers and has not yet been determined; and, the three-year performance periods for the 2015 and 2016 units have not ended.

Market condition awards. In 2016 and 2012, FHN made special grants of performance stock units to FHN’s CEO which will vest at the end of a performance period of seven years and five years, respectively. The awards have no provision for pro-rated payment based on partial performance. The 2016 award’s performance goal is based on achievement of a specific level of total shareholder return during the performance period. The 2012 award’s two alternative performance goals are: FHN’s common stock price achieves and maintains a certain level for a certain period of time; or FHN’s total shareholder return during the entire period achieves a certain level.

Director awards. Non-employee directors receive cash and annual grants of service-conditioned stock units under a program approved by the board of directors. Director stock units are settled in shares at vesting in the year following the year of grant. In 2016 and 2015 each director received $65,000 of stock units, representing a portion of their annual retainer. Prior to 2005 directors could elect to defer cash compensation in the form of discount-priced stock options, some of which remain outstanding.

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Note 19 q Stock Option, Restricted Stock Incentive, and Dividend Reinvestment Plans (continued)

Stock and stock unit awards. A summary of restricted and performance stock and unit activity during the year ended December 31, 2016, is presented below:

	Shares/ Units (a)			Weighted average grant date fair value (per share) (b)
Nonvested on January 1, 2016		3,472,424			$	10.73
Shares/units granted		1,509,596				12.90
Shares/units vested		(910,258	)			10.68
Shares/units cancelled		(67,360	)			12.52
Nonvested on December 31, 2016		4,004,402			$	11.28

(a)	Includes only units that settle in shares and nonvested performance units are included at 100% payout level.
(b)	The weighted average grant date fair value for shares/units granted in 2015 and 2014 was $13.90 and $11.62, respectively.

On December 31, 2016, there was $26.9 million of unrecognized compensation cost related to nonvested restricted stock awards. That cost is expected to be recognized over a weighted-average period of 2.7 years. The total grant date fair value of shares vested during 2016, 2015 and 2014, was $9.7 million, $9.9 million and $15.5 million, respectively.

Stock option awards. Currently FHN operates only a single option program, calling for annual grants of service-vested options to executives. In the past, however, option programs varied widely in their uses and terms, and many old-program options, granted under the ECP or its predecessor plans, remain outstanding today. Except for substitute options (discussed below), all options granted since 2005 provide for the issuance of FHN common stock at a price fixed at its fair market value on the grant date. Except for substitute options and a special retention stock option award to the CEO in 2016, all options granted since 2008 vest fully no later than the fourth anniversary of grant, and all such options expire seven years from the grant date. Substitute options can be issued under the ECP in exchange for options of an acquired company that are canceled in a merger. The price, vesting, expiration, and other terms of the substitute options economically mirror those of the canceled options. FHN issued substitute options in the TAF transaction which closed in October, 2015. The 2016 retention award vests beginning on the fourth anniversary of grant and extends through the sixth anniversary of grant. A deferral program, which was discontinued in 2005, allowed for foregone compensation plus the exercise price to equal the fair market value of the stock on the date of grant if the grantee agreed to receive the options in lieu of compensation. Deferral options still outstanding expire 20 years from the grant date.

The summary of stock option activity for the year ended December 31, 2016, is shown below:

	Options Outstanding			Weighted Average Exercise Price (per share)			Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value (thousands)
January 1, 2016		7,519,727			$	17.11
Options granted		971,328				11.62
Options exercised		(2,149,753	)			10.53
Options expired/cancelled		(404,146	)			27.77
December 31, 2016		5,937,156				17.86		3.48		$	28,052
Options exercisable		4,174,351				20.35		2.71			13,900
Options expected to vest		1,762,805				11.98		5.30			14,152

The total intrinsic value of options exercised during 2016, 2015 and 2014 was $10.6 million, $2.8 million and $.4 million, respectively. On December 31, 2016, there was $2.3 million of unrecognized compensation cost related to nonvested stock options. That cost is expected to be recognized over a weighted-average period of 3.8 years.

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Note 19 q Stock Option, Restricted Stock Incentive, and Dividend Reinvestment Plans (continued)

FHN granted 971,328, 595,229 and 592,551 stock options with a weighted average fair value of $2.95, $4.01 and $3.50 per option at grant date in 2016, 2015 and 2014, respectively.

FHN used the Black-Scholes Option Pricing Model to estimate the fair value of stock options granted in 2016, 2015, and 2014 with the following assumptions:

	2016	2015	2014
Expected dividend yield	2.41%	1.68%	1.70%
Expected weighted-average lives of options granted	6.19 years	6.18 years	6.15 years
Expected weighted-average volatility	32.84%	32.26%	33.79%
Expected volatility range	30.73 – 34.95%	23.67 – 40.85%	24.55 – 61.49%
Risk-free interest rate	1.28%	1.68%	1.96%

Expected lives of options granted are determined based on the vesting period, historical exercise patterns and contractual term of the options. FHN uses a blend of historical and implied volatility in determining expected volatility. A portion of the weighted average volatility rate is derived by compiling daily closing stock prices over a historical period approximating the expected lives of the options. Additionally, because of market volatility due to economic conditions and the impact on stock prices of financial institutions, FHN also incorporates a measure of implied volatility so as to incorporate more recent market conditions in the estimation of future volatility.

Compensation Cost. The compensation cost that has been included in the Consolidated Statements of Income pertaining to stock-based awards was $17.5 million, $13.8 million, and $11.4 million for 2016, 2015, and 2014, respectively. The corresponding total income tax benefits recognized were $6.7 million in 2016, $5.3 million in 2015, and $4.4 million in 2014.

Authorization. Consistent with Tennessee state law, only authorized, but unissued, stock may be utilized in connection with any issuance of FHN common stock which may be required as a result of stock based compensation awards. FHN has obtained authorization from the Board of Directors to repurchase up to certain number of shares, related to issuance under the ECP and older stock award plans. These authorizations are automatically adjusted for stock splits and stock dividends. Repurchases are authorized to be made in the open market or through privately negotiated transactions and will be subject to market conditions, accumulation of excess equity, legal and regulatory restrictions, and prudent capital management. FHN does not currently expect to repurchase a material number of shares under the compensation plan-related repurchase program during 2017.

Dividend reinvestment plan. The Dividend Reinvestment and Stock Purchase Plan authorizes the sale of FHN’s common stock from stock acquired on the open market to shareholders who choose to invest all or a portion of their cash dividends or make optional cash payments of $25 to $10,000 per quarter without paying commissions. The price of stock purchased on the open market is the average price paid.

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Note 20 q Business Segment Information

FHN has four business segments: regional banking, fixed income, corporate, and non-strategic. The regional banking segment offers financial products and services, including traditional lending and deposit taking, to consumer and commercial customers in Tennessee and other selected markets. Regional banking also provides investments, financial planning, trust services and asset management, credit card, and cash management. Additionally, the regional banking segment includes correspondent banking which provides credit, depository, and other banking related services to other financial institutions nationally. The fixed income segment consists of fixed income securities sales, trading, and strategies for institutional clients in the U.S. and abroad, as well as loan sales, portfolio advisory services, and derivative sales. The corporate segment consists of unallocated corporate expenses, expense on subordinated debt issuances, bank-owned life insurance, unallocated interest income associated with excess equity, net impact of raising incremental capital, revenue and expense associated with deferred compensation plans, funds management, tax credit investment activities, gains on the extinguishment of debt, derivative valuation adjustments related to prior sales of Visa Class B shares, and acquisition-related costs. The non-strategic segment consists of the wind-down national consumer lending activities, legacy mortgage banking elements including servicing fees, and the associated ancillary revenues and expenses related to these businesses. Non-strategic also includes the wind-down trust preferred loan portfolio and exited businesses.

Periodically, FHN adapts its segments to reflect managerial or strategic changes. FHN may also modify its methodology of allocating expenses and equity among segments which could change historical segment results. Business segment revenue, expense, asset, and equity levels reflect those which are specifically identifiable or which are allocated based on an internal allocation method. Because the allocations are based on internally developed assignments and allocations, to an extent they are subjective. Generally, all assignments and allocations have been consistently applied for all periods presented. The following table reflects the amounts of consolidated revenue, expense, tax, and average assets, as well as, depreciation and amortization expense and expenditures for long lived assets for each segment for the years ended December 31:

(Dollars in thousands)		2016			2015			2014
Consolidated	Net interest income		$	729,084		$	653,720		$	627,718
	Provision for loan losses			11,000			9,000			27,000
	Noninterest income			552,441			517,325			550,044
	Noninterest expense			925,204			1,053,791			832,531
	Income/(loss) before income taxes			345,321			108,254			318,231
	Provision/(benefit) for income taxes			106,810			10,941			84,185
	Net income/(loss)		$	238,511		$	97,313		$	234,046
	Average assets		$	27,427,227		$	25,635,975		$	23,993,017
	Depreciation and amortization		$	64,673		$	60,743		$	56,894
	Expenditures for long-lived assets			62,554			43,514			38,880

Certain previously reported amounts have been revised to reflect the retroactive effect of the adoption of ASU 2015-03,"Simplifying the Presentation of Debt Issuance Costs.” See Note 1 – Summary of Significant Accounting Policies for additional information.

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Note 20 q Business Segment Information (continued)

(Dollars in thousands)		2016				2015				2014
Regional Banking	Net interest income		$	741,863			$	655,164			$	602,204
	Provision for loan losses			38,886				34,545				29,187
	Noninterest income			249,003				251,586				254,667
	Noninterest expense			615,530				562,572				537,129
	Income/(loss) before income taxes			336,450				309,633				290,555
	Provision/(benefit) for income taxes			120,360				110,589				103,503
	Net income/(loss)		$	216,090			$	199,044			$	187,052
	Average assets		$	17,143,540			$	14,932,077			$	13,269,663
	Depreciation and amortization		$	39,243			$	37,993			$	35,583
	Expenditures for long-lived assets			51,354				37,367				30,617
Fixed Income	Net interest income		$	10,766			$	15,517			$	12,664
	Noninterest income			269,339				231,314				202,726
	Noninterest expense			229,863				220,441				147,030
	Income/(loss) before income taxes			50,242				26,390				68,360
	Provision/(benefit) for income taxes			17,959				8,885				25,661
	Net income/(loss)		$	32,283			$	17,505			$	42,699
	Average assets		$	2,365,640			$	2,370,334			$	2,070,401
	Depreciation and amortization		$	5,977			$	6,108			$	6,422
	Expenditures for long-lived assets			2,099				1,706				1,358
Corporate	Net interest income/(expense)		$	(65,912	)		$	(71,688	)		$	(53,970	)
	Noninterest income			20,436				23,331				26,969
	Noninterest expense			58,914				57,943				62,330
	Income/(loss) before income taxes			(104,390	)			(106,300	)			(89,331	)
	Provision/(benefit) for income taxes			(55,924	)			(80,276	)			(63,810	)
	Net income/(loss)		$	(48,466	)		$	(26,024	)		$	(25,521	)
	Average assets		$	6,030,123			$	6,000,978			$	5,586,935
	Depreciation and amortization		$	18,989			$	16,054			$	13,093
	Expenditures for long-lived assets			8,946				3,971				6,348
Non-Strategic	Net interest income		$	42,367			$	54,727			$	66,820
	Provision/(provision credit) for loan losses			(27,886	)			(25,545	)			(2,187	)
	Noninterest income			13,663				11,094				65,682
	Noninterest expense			20,897				212,835				86,042
	Income/(loss) before income taxes			63,019				(121,469	)			48,647
	Provision/(benefit) for income taxes			24,415				(28,257	)			18,831
	Net income/(loss)		$	38,604			$	(93,212	)		$	29,816
	Average assets		$	1,887,924			$	2,332,586			$	3,066,018
	Depreciation and amortization		$	464			$	588			$	1,796
	Expenditures for long-lived assets			155				470				557

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

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Note 21 q Variable Interest Entities

ASC 810 defines a VIE as a legal entity where (a) the equity investors, as a group, lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support, (b) the equity investors, as a group, lack either, (1) the power through voting rights, or similar rights, to direct the activities of an entity that most significantly impact the entity’s economic performance, (2) the obligation to absorb the expected losses of the entity, or (3) the right to receive the expected residual returns of the entity, or (c) the entity is structured with non-substantive voting rights. A variable interest is a contractual ownership or other interest that fluctuates with changes in the fair value of the VIE’s net assets exclusive of variable interests. Under ASC 810, as amended, a primary beneficiary is required to consolidate a VIE when it has a variable interest in a VIE that provides it with a controlling financial interest. For such purposes, the determination of whether a controlling financial interest exists is based on whether a single party has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant.

Consolidated Variable Interest Entities

FHN holds variable interests in a proprietary HELOC securitization trust it established as a source of liquidity for consumer lending operations. Based on its restrictive nature, the trust is considered a VIE as the holders of equity at risk do not have the power through voting rights or similar rights to direct the activities that most significantly impact the trust’s economic performance. The retention of MSR and a residual interest results in FHN potentially absorbing losses or receiving benefits that are significant to the trust. FHN is considered the primary beneficiary, as it is assumed to have the power, as Master Servicer, to most significantly impact the activities of the VIE. Consolidation of the trust results in the recognition of the trust proceeds as restricted borrowings since the cash flows on the securitized loans can only be used to settle the obligations due to the holders of trust securities. Through first quarter 2016 the trust experienced a rapid amortization period and FHN was obligated to provide subordinated funding. During the period, cash payments from borrowers were accumulated to repay outstanding debt securities while FHN continued to make advances to borrowers when they drew on their lines of credit. FHN then transferred the newly generated receivables into the securitization trust. FHN is reimbursed for these advances only after other parties in the securitization have received all of the cash flows to which they are entitled. If loan losses requiring draws on the related monoline insurers’ policies (which protect bondholders in the securitization) exceed a certain level, FHN may not receive reimbursement for all of the funds advanced to borrowers, as the senior bondholders and the monoline insurers typically have priority for repayment. Amounts funded from monoline insurance policies are considered restricted term borrowings in FHN’s Consolidated Statements of Condition. Except for recourse due to breaches of representations and warranties made by FHN in connection with the sale of the loans to the trust, the creditors of the trust hold no recourse to the assets of FHN.

FHN has established certain rabbi trusts related to deferred compensation plans offered to its employees. FHN contributes employee cash compensation deferrals to the trusts and directs the underlying investments made by the trusts. The assets of these trusts are available to FHN’s creditors only in the event that FHN becomes insolvent. These trusts are considered VIEs as there is no equity at risk in the trusts since FHN provided the equity interest to its employees in exchange for services rendered. FHN is considered the primary beneficiary of the rabbi trusts as it has the power to direct the activities that most significantly impact the economic performance of the rabbi trusts through its ability to direct the underlying investments made by the trusts. Additionally, FHN could potentially receive benefits or absorb losses that are significant to the trusts due to its right to receive any asset values in excess of liability payoffs and its obligation to fund any liabilities to employees that are in excess of a rabbi trust’s assets.

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Note 21 q Variable Interest Entities (continued)

The following table summarizes VIEs consolidated by FHN as of December 31, 2016 and 2015:

	December 31, 2016						December 31, 2015
(Dollars in thousands)	On-Balance Sheet Consumer Loan Securitization			Rabbi Trusts Used for Deferred Compensation Plans			On-Balance Sheet Consumer Loan Securitization			Rabbi Trusts Used for Deferred Compensation Plans
	Carrying Value			Carrying Value			Carrying Value			Carrying Value
Assets:
Cash and due from banks		$	-			N/A		$	1,406			N/A
Loans, net of unearned income			35,873			N/A			52,829			N/A
Less: Allowance for loan losses			587			N/A			-			N/A
Total net loans			35,286			N/A			52,829			N/A
Other assets			283		$	74,160			86		$	69,811
Total assets		$	35,569		$	74,160		$	54,321		$	69,811
Liabilities:
Term borrowings		$	23,126			N/A		$	41,100			N/A
Other liabilities			3		$	54,746			5		$	51,251
Total liabilities		$	23,129		$	54,746		$	41,105		$	51,251

Nonconsolidated Variable Interest Entities

Low Income Housing Partnerships. First Tennessee Housing Corporation (“FTHC”), a wholly-owned subsidiary of FTBNA, makes equity investments as a limited partner in various partnerships that sponsor affordable housing projects utilizing the Low Income Housing Tax Credit (“LIHTC”) pursuant to Section 42 of the Internal Revenue Code. The purpose of these investments is to achieve a satisfactory return on capital and to support FHN’s community reinvestment initiatives. The activities of the limited partnerships include the identification, development, and operation of multi-family housing units that are leased to qualifying residential tenants generally within FHN’s primary geographic region. LIHTC partnerships are considered VIEs as FTHC, the holder of the equity investment at risk, does not have the ability to direct the activities that most significantly affect the performance of the entity through voting rights or similar rights. FTHC could absorb losses that are significant to the LIHTC partnerships as it has a risk of loss for its capital contributions and funding commitments to each partnership. The general partners are considered the primary beneficiaries as managerial functions give them the power to direct the activities that most significantly impact the entities’ economic performance and the managing members are exposed to all losses beyond FTHC’s initial capital contributions and funding commitments.

FHN accounts for all qualifying LIHTC investments under the proportional amortization method. Under this method an entity amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits received and recognizes the net investment performance in the income statement as a component of income tax expense/(benefit). LIHTC investments that do not qualify for the proportional amortization method are accounted for using the equity method. Expenses associated with these investments were $1.8 million and $3.4 million during 2016 and 2015, respectively, and were not significant during 2014. The following table summarizes the impact to the Provision/(benefit) for income taxes on the Consolidated Statements of Income for the years ended December 31, 2016, 2015, and 2014 for LIHTC investments accounted for under the proportional amortization method.

(Dollars in thousands)	2016				2015				2014
Provision/(benefit) for income taxes:
Amortization of qualifying LIHTC investments		$	14,223			$	13,496			$	9,880
Low income housing tax credits			(10,100	)			(9,450	)			(9,850	)
Other tax benefits related to qualifying LIHTC investments			(9,779	)			(10,787	)			(7,438	)

Other Tax Credit Investments. First Tennessee New Markets Corporation (“FTNMC”), a wholly-owned subsidiary of FTBNA, makes equity investments through wholly-owned subsidiaries as a non-managing member in various

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Note 21 q Variable Interest Entities (continued)

limited liability companies (“LLCs”) that sponsor community development projects utilizing the New Market Tax Credit (“NMTC”) pursuant to Section 45 of the Internal Revenue Code. The purpose of these investments is to achieve a satisfactory return on capital and to support FHN’s community reinvestment initiatives. The activities of the LLCs include providing investment capital for low-income communities within FHN’s primary geographic region. A portion of the funding of FTNMC’s investment in a NMTC LLC is obtained via a loan from an unrelated third-party that is typically a community development enterprise. The NMTC LLCs are considered VIEs as FTNMC, the holder of the equity investment at risk, does not have the ability to direct the activities that most significantly affect the performance of the entity through voting rights or similar rights. While FTNMC could absorb losses that are significant to the NMTC LLCs as it has a risk of loss for its initial capital contributions, the managing members are considered the primary beneficiaries as managerial functions give them the power to direct the activities that most significantly impact the NMTC LLCs’ economic performance and the managing members are exposed to all losses beyond FTNMC’s initial capital contributions.

FTHC also makes equity investments as a limited partner or non-managing member in entities that receive Historic Tax Credits pursuant to Section 47 of the Internal Revenue Code. The purpose of these entities is the rehabilitation of historic buildings with the tax credits provided to incent private investment in the historic cores of cities and towns. These entities are considered VIEs as FTHC, the holder of the equity investment at risk, does not have the ability to direct the activities that most significantly affect the performance of the entity through voting rights or similar rights. FTHC could absorb losses that are significant to the entities as it has a risk of loss for its capital contributions and funding commitments to each partnership. The managing members are considered the primary beneficiaries as managerial functions give them the power to direct the activities that most significantly impact the entities’ economic performance and the managing members are exposed to all losses beyond FTHC’s initial capital contributions and funding commitments.

Small Issuer Trust Preferred Holdings. FTBNA holds variable interests in trusts which have issued mandatorily redeemable preferred capital securities (“trust preferreds”) for smaller banking and insurance enterprises. FTBNA has no voting rights for the trusts’ activities. The trusts’ only assets are junior subordinated debentures of the issuing enterprises. The creditors of the trusts hold no recourse to the assets of FTBNA. These trusts meet the definition of a VIE as the holders of the equity investment at risk do not have the power through voting rights, or similar rights, to direct the activities that most significantly impact the trusts’ economic performance. Based on the nature of the trusts’ activities and the size of FTBNA’s holdings, FTBNA could potentially receive benefits or absorb losses that are significant to the trusts regardless of whether a majority of a trust’s securities are held by FTBNA. However, since FTBNA is solely a holder of the trusts’ securities, it has no rights which would give it the power to direct the activities that most significantly impact the trusts’ economic performance and thus it is not considered the primary beneficiary of the trusts. FTBNA has no contractual requirements to provide financial support to the trusts.

On-Balance Sheet Trust Preferred Securitization. In 2007, FTBNA executed a securitization of certain small issuer trust preferreds for which the underlying trust meets the definition of a VIE as the holders of the equity investment at risk do not have the power through voting rights, or similar rights, to direct the activities that most significantly impact the entity’s economic performance. FTBNA could potentially receive benefits or absorb losses that are significant to the trust based on the size and priority of the interests it retained in the securities issued by the trust. However, since FTBNA did not retain servicing or other decision making rights, FTBNA is not the primary beneficiary as it does not have the power to direct the activities that most significantly impact the trust’s economic performance. Accordingly, FTBNA has accounted for the funds received through the securitization as a term borrowing in its Consolidated Statements of Condition. FTBNA has no contractual requirements to provide financial support to the trust.

Proprietary Residential Mortgage Securitizations. FHN holds variable interests (primarily principal-only strips) in proprietary residential mortgage securitization trusts it established prior to 2008 as a source of liquidity for its mortgage banking operations. Prior to fourth quarter 2016 these interests included MSR and interest-only strips. Except for recourse due to breaches of representations and warranties made by FHN in connection with the sale of the loans to the trusts, the creditors of the trusts hold no recourse to the assets of FHN. Additionally, FHN has no contractual requirements to provide financial support to the trusts. Based on their restrictive nature, the trusts are considered VIEs as the holders of equity at risk do not have the power through voting rights, or similar rights,

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Note 21 q Variable Interest Entities (continued)

to direct the activities that most significantly impact the trusts’ economic performance. While it held MSR, FHN was assumed to have the power as servicer to most significantly impact the activities of such VIEs. However, in situations where FHN did not have the ability to participate in significant portions of a securitization trust’s cash flows, FHN was not considered the primary beneficiary of the trust. Therefore, these trusts were not consolidated by FHN.

Holdings & Short Positions in Agency Mortgage-Backed Securities. FHN holds securities issued by various Agency securitization trusts. Based on their restrictive nature, the trusts meet the definition of a VIE since the holders of the equity investments at risk do not have the power through voting rights, or similar rights, to direct the activities that most significantly impact the entities’ economic performance. FHN could potentially receive benefits or absorb losses that are significant to the trusts based on the nature of the trusts’ activities and the size of FHN’s holdings. However, FHN is solely a holder of the trusts’ securities and does not have the power to direct the activities that most significantly impact the trusts’ economic performance, and is not considered the primary beneficiary of the trusts. FHN has no contractual requirements to provide financial support to the trusts.

Commercial Loan Troubled Debt Restructurings. For certain troubled commercial loans, FTBNA restructures the terms of the borrower’s debt in an effort to increase the probability of receipt of amounts contractually due. Following a troubled debt restructuring, the borrower entity typically meets the definition of a VIE as the initial determination of whether an entity is a VIE must be reconsidered as events have proven that the entity’s equity is not sufficient to permit it to finance its activities without additional subordinated financial support or a restructuring of the terms of its financing. As FTBNA does not have the power to direct the activities that most significantly impact such troubled commercial borrowers’ operations, it is not considered the primary beneficiary even in situations where, based on the size of the financing provided, FTBNA is exposed to potentially significant benefits and losses of the borrowing entity. FTBNA has no contractual requirements to provide financial support to the borrowing entities beyond certain funding commitments established upon restructuring of the terms of the debt that allows for preparation of the underlying collateral for sale.

Sale Leaseback Transaction. In fourth quarter 2015, FTB entered into an agreement with a single asset leasing entity for the sale and leaseback of an office building. In conjunction with this transaction, FTB loaned funds to a related party of the buyer that were used for the purchase price of the building. FTB also entered into a construction loan agreement with the single asset entity for renovation of the building. Since this transaction did not qualify as a sale, it is being accounted for using the deposit method which creates a net asset or liability for all cash flows between FTB and the buyer. The buyer-lessor in this transaction meets the definition of a VIE as it does not have sufficient equity at risk since FTB is providing the funding for the purchase and renovation. A related party of the buyer-lessor has the power to direct the activities that most significantly impact the operations and could potentially receive benefits or absorb losses that are significant to the transactions, making it the primary beneficiary. Therefore, FTB does not consolidate the leasing entity.

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Note 21 q Variable Interest Entities (continued)

The following table summarizes FHN’s nonconsolidated VIEs as of December 31, 2016:

(Dollars in thousands)	Maximum Loss Exposure			Liability Recognized			Classification
Type
Low income housing partnerships		$	73,582		$	17,398	(a)
Other tax credit investments (b) (c)			21,898			-	Other assets
Small issuer trust preferred holdings (d)			332,985			-	Loans, net of unearned income
On-balance sheet trust preferred securitization			49,361			64,812	(e)
Proprietary residential mortgage securitizations			2,568			-	(f)
Holdings of agency mortgage-backed securities (d)			4,163,313			-	(g)
Commercial loan troubled debt restructurings (h)			42,696			-	Loans, net of unearned income
Sale-leaseback transaction			11,827			-	(i)

(a)	Maximum loss exposure represents $56.2 million of current investments and $17.4 million of accrued contractual funding commitments. Accrued funding commitments represent unconditional contractual obligations for future funding events, and are also recognized in Other liabilities. FHN currently expects to be required to fund these accrued commitments by the end of 2017.
(b)	A liability is not recognized as investments are written down over the life of the related tax credit.
(c)	Maximum loss exposure represents current investment balance. Of the initial investment, $18.0 million was funded through loans from community development enterprises.
(d)	Maximum loss exposure represents the value of current investments. A liability is not recognized as FHN is solely a holder of the trusts’ securities.
(e)	Includes $112.5 million classified as Loans, net of unearned income, and $1.7 million classified as Trading securities which are offset by $64.8 million classified as Term borrowings.
(f)	Includes $2.6 million classified as Trading securities.
(g)	Includes $.4 billion classified as Trading securities and $3.8 billion classified as Securities available-for-sale.
(h)	Maximum loss exposure represents $37.5 million of current receivables and $5.2 million of contractual funding commitments on loans related to commercial borrowers involved in a troubled debt restructuring.
(i)	Maximum loss exposure represents the current loan balance plus additional funding commitments less amounts received from the buyer-lessor.

The following table summarizes FHN’s nonconsolidated VIEs as of December 31, 2015:

(Dollars in thousands)	Maximum Loss Exposure			Liability Recognized			Classification
Type
Low income housing partnerships		$	70,530		$	17,968	(a)
Other tax credit investments (b) (c)			20,977			-	Other assets
Small issuer trust preferred holdings (d)			333,906			-	Loans, net of unearned income
On-balance sheet trust preferred securitization			49,809			64,365	(e)
Proprietary residential mortgage securitizations			23,982			-	(f)
Holdings of agency mortgage-backed securities (d)			4,101,454			-	(g)
Commercial loan troubled debt restructurings (h)			27,649			-	Loans, net of unearned income
Sale-leaseback transaction			11,827			-	(i)

(a)	Maximum loss exposure represents $52.6 million of current investments and $18.0 million of accrued contractual funding commitments. Accrued funding commitments represent unconditional contractual obligations for future funding events, and are also recognized in Other liabilities. FHN currently expects to be required to fund these accrued commitments by the end of 2017.
(b)	A liability is not recognized as investments are written down over the life of the related tax credit.
(c)	Maximum loss exposure represents current investment balance. Of the initial investment, $18.0 million was funded through loans from community development enterprises.
(d)	Maximum loss exposure represents the value of current investments. A liability is not recognized as FHN is solely a holder of the trusts’ securities.
(e)	Includes $112.5 million classified as Loans, net of unearned income, and $1.7 million classified as Trading securities which are offset by $64.4 million classified as Term borrowings.
(f)	Includes $.6 million classified as MSR, $4.4 million classified as Trading securities, and $19.0 million of aggregate servicing advances.
(g)	Includes $.4 billion classified as Trading securities and $3.7 billion classified as Securities available-for-sale.
(h)	Maximum loss exposure represents the value of current receivables. A liability is not recognized as the loans are the only variable interests held in the troubled commercial borrowers’ operations.
(i)	Maximum loss exposure represents the current loan balance plus additional funding commitments less amounts received from the buyer-lessor.

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Note 22 q Derivatives

In the normal course of business, FHN utilizes various financial instruments (including derivative contracts and credit-related agreements) through its fixed income and risk management operations, as part of its risk management strategy and as a means to meet customers’ needs. Derivative instruments are subject to credit and market risks in excess of the amount recorded on the balance sheet as required by GAAP. The contractual or notional amounts of these financial instruments do not necessarily represent the amount of credit or market risk. However, they can be used to measure the extent of involvement in various types of financial instruments. Controls and monitoring procedures for these instruments have been established and are routinely reevaluated. The Asset/Liability Committee (“ALCO”) controls, coordinates, and monitors the usage and effectiveness of these financial instruments.

Credit risk represents the potential loss that may occur if a party to a transaction fails to perform according to the terms of the contract. The measure of credit exposure is the replacement cost of contracts with a positive fair value. FHN manages credit risk by entering into financial instrument transactions through national exchanges, primary dealers or approved counterparties, and by using mutual margining and master netting agreements whenever possible to limit potential exposure. FHN also maintains collateral posting requirements with certain counterparties to limit credit risk. On December 31, 2016 and 2015, respectively, FHN had $47.8 million and $71.7 million of cash receivables and $32.8 million and $37.7 million of cash payables related to collateral posting under master netting arrangements, inclusive of collateral posted related to contracts with adjustable collateral posting thresholds and over-collateralized positions, with derivative counterparties. With exchange-traded contracts, the credit risk is limited to the clearinghouse used. For non-exchange traded instruments, credit risk may occur when there is a gain in the fair value of the financial instrument and the counterparty fails to perform according to the terms of the contract and/or when the collateral proves to be of insufficient value. See additional discussion regarding master netting agreements and collateral posting requirements later in this note under the heading “Master Netting and Similar Agreements.” Market risk represents the potential loss due to the decrease in the value of a financial instrument caused primarily by changes in interest rates or the prices of debt instruments. FHN manages market risk by establishing and monitoring limits on the types and degree of risk that may be undertaken. FHN continually measures this risk through the use of models that measure value-at-risk and earnings-at-risk.

Derivative Instruments. FHN enters into various derivative contracts both in a dealer capacity to facilitate customer transactions and as a risk management tool. Where contracts have been created for customers, FHN enters into upstream transactions with dealers to offset its risk exposure. Contracts with dealers that require central clearing are novated to a clearing agent who becomes FHN’s counterparty. Derivatives are also used as a risk management tool to hedge FHN’s exposure to changes in interest rates or other defined market risks.

Forward contracts are over-the-counter contracts where two parties agree to purchase and sell a specific quantity of a financial instrument at a specified price, with delivery or settlement at a specified date. Futures contracts are exchange-traded contracts where two parties agree to purchase and sell a specific quantity of a financial instrument at a specified price, with delivery or settlement at a specified date. Interest rate option contracts give the purchaser the right, but not the obligation, to buy or sell a specified quantity of a financial instrument, at a specified price, during a specified period of time. Caps and floors are options that are linked to a notional principal amount and an underlying indexed interest rate. Interest rate swaps involve the exchange of interest payments at specified intervals between two parties without the exchange of any underlying principal. Swaptions are options on interest rate swaps that give the purchaser the right, but not the obligation, to enter into an interest rate swap agreement during a specified period of time.

Trading Activities

FHN’s fixed income segment trades U.S. Treasury, U.S. Agency, mortgage-backed, corporate and municipal fixed income securities, and other securities for distribution to customers. When these securities settle on a delayed basis, they are considered forward contracts. Fixed income also enters into interest rate contracts, including caps, swaps, and floors, for its customers. In addition, fixed income enters into futures and option contracts to economically hedge interest rate risk associated with a portion of its securities inventory. These transactions are

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Note 22 q Derivatives (continued)

measured at fair value, with changes in fair value recognized currently in fixed income noninterest income. Related assets and liabilities are recorded on the Consolidated Statements of Condition as Derivative assets and Derivative liabilities. The FTN Financial Risk Committee and the Credit Risk Management Committee collaborate to mitigate credit risk related to these transactions. Credit risk is controlled through credit approvals, risk control limits, and ongoing monitoring procedures. Total trading revenues were $229.7 million and $195.9 million for the years ended December 31, 2016 and 2015, respectively. Trading revenues are inclusive of both derivative and non-derivative financial instruments, and are included in fixed income noninterest income.

The following tables summarize FHN’s derivatives associated with fixed income trading activities as of December 31, 2016 and 2015:

(Dollars in thousands)	December 31, 2016
	Notional			Assets			Liabilities
Customer Interest Rate Contracts		$	1,697,992		$	39,495		$	14,996
Offsetting Upstream Interest Rate Contracts			1,697,992			14,996			39,495
Option Contracts Purchased			17,500			63			-
Option Contracts Written			5,000			-			8
Forwards and Futures Purchased			2,916,750			6,257			26,659
Forwards and Futures Sold			3,085,396			27,330			6,615

(Dollars in thousands)	December 31, 2015
	Notional			Assets			Liabilities
Customer Interest Rate Contracts		$	1,714,443		$	64,640		$	1,943
Offsetting Upstream Interest Rate Contracts			1,714,443			1,943			64,640
Option Contracts Purchased			5,000			27			-
Forwards and Futures Purchased			1,957,524			2,212			1,634
Forwards and Futures Sold			2,168,609			2,149			1,893

Interest Rate Risk Management

FHN’s ALCO focuses on managing market risk by controlling and limiting earnings volatility attributable to changes in interest rates. Interest rate risk exists to the extent that interest-earning assets and interest-bearing liabilities have different maturity or repricing characteristics. FHN uses derivatives, primarily swaps, that are designed to moderate the impact on earnings as interest rates change. Interest paid or received for swaps utilized by FHN to hedge the fair value of long term debt is recognized as an adjustment of the interest expense of the liabilities whose risk is being managed. FHN’s interest rate risk management policy is to use derivatives to hedge interest rate risk or market value of assets or liabilities, not to speculate. In addition, FHN has entered into certain interest rate swaps and caps as a part of a product offering to commercial customers that includes customer derivatives paired with upstream offsetting market instruments that, when completed, are designed to mitigate interest rate risk. These contracts do not qualify for hedge accounting and are measured at fair value with gains or losses included in current earnings in Noninterest expense on the Consolidated Statements of Income.

FHN has designated a derivative transaction in a hedging strategy to manage interest rate risk on $400.0 million of senior debt issued by FTBNA which matures in December 2019. This qualifies for hedge accounting under ASC 815-20 using the long-haul method. FHN entered into a pay floating, receive fixed interest rate swap to hedge the interest rate risk of the senior debt. The balance sheet impact of this swap was $1.6 million and $3.6 million in Derivative assets as of December 31, 2016 and 2015, respectively. There was an insignificant level of ineffectiveness related to this hedge.

FHN has designated a derivative transaction in a hedging strategy to manage interest rate risk on $500.0 million of senior debt which matures in December 2020. This qualifies for hedge accounting under ASC 815-20 using the long-haul method. FHN entered into a pay floating, receive fixed interest rate swap to hedge the interest rate risk

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Note 22 q Derivatives (continued)

of the senior debt. The balance sheet impact of this swap was $7.3 million and $5.7 million in Derivative liabilities as of December 31, 2016 and 2015, respectively. There was an insignificant level of ineffectiveness related to this hedge.

Prior to maturity in April 2016, FHN designated a derivative transaction in a hedging strategy to manage interest rate risk of certain term borrowings totaling $250.0 million. These swaps were accounted for as fair value hedges under the shortcut method. The balance sheet amount of this swap was $2.9 million in Derivative assets on December 31, 2015.

The following tables summarize FHN’s derivatives associated with interest rate risk management activities as of and for the years ended December 31, 2016 and 2015:

(Dollars in thousands)	December 31, 2016
	Notional			Assets			Liabilities				Gains/(Losses)
Customer Interest Rate Contracts Hedging
Hedging Instruments and Hedged Items:
Customer Interest Rate Contracts (a)		$	1,357,920		$	17,566		$	14,277			$	(22,969	)
Offsetting Upstream Interest Rate Contracts (a)			1,357,920			14,277			18,066				22,969
Debt Hedging
Hedging Instruments:
Interest Rate Swaps (b)		$	900,000		$	1,628		$	7,276			$	(3,552	)
Hedged Items:
Term Borrowings (b)			N/A			N/A		$	900,000	(c)		$	3,429	(d)

(Dollars in thousands)	December 31, 2015
	Notional			Assets			Liabilities				Gains/(Losses)
Customer Interest Rate Contracts Hedging
Hedging Instruments and Hedged Items:
Customer Interest Rate Contracts (a)		$	799,978		$	26,492		$	234			$	604
Offsetting Upstream Interest Rate Contracts (a)			799,978			234			26,992				(604	)
Debt Hedging
Hedging Instruments:
Interest Rate Swaps (b)		$	1,150,000		$	6,519		$	5,705			$	(23,194	)
Hedged Items:
Term Borrowings (b)			N/A			N/A		$	1,150,000	(c)		$	23,414	(d)

(a)	Gains/losses included in the All other expense section of the Consolidated Statements of Income.
(b)	Gains/losses included in the All other income and commissions section of the Consolidated Statements of Income.
(c)	Represents par value of term borrowings being hedged.
(d)	Represents gains and losses attributable to changes in fair value due to interest rate risk as designated in ASC 815-20 hedging relationships.

In first quarter 2016, FHN entered into a pay floating, receive fixed interest rate swap in a hedging strategy to manage its exposure to the variability in cash flows related to the interest payments for the following five years on $250 million principal of debt instruments, which primarily consist of held-to-maturity trust preferred loans that have variable interest payments based on LIBOR. This qualifies for hedge accounting as a cash flow hedge under ASC 815-20. Changes in the fair value of this derivative are recorded as a component of AOCI, to the extent that the hedge relationship is effective. Amounts are reclassified from AOCI to earnings as the hedged cash flows affect earnings. FTB measures ineffectiveness using the Hypothetical Derivative Method. To the extent that any ineffectiveness exists in the hedge relationships, the amounts are recorded in current period earnings. Interest paid or received for this swap is recognized as an adjustment to interest income of the assets whose cash flows are being hedged.

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Note 22 q Derivatives (continued)

The following table summarizes FHN’s derivative activities associated with cash flow hedges as of and for the year ended December 31, 2016:

(Dollars in thousands)

December 31, 2016

Notional

Assets

Liabilities

Gains/(Losses)

Cash Flow Hedges

Hedging Instruments:

Interest Rate Swaps (a)

$

250,000

N/A

$

2,045

$

(2,045

)(b)

Hedged Items:

Variability in Cash Flows Related to Debt Instruments (Primarily Loans)

N/A

$

250,000

N/A

N/A

(a)	Amount represents the pre-tax gains/(losses) included within AOCI.
(b)	Includes approximately $.5 million of losses expected to be reclassified into earnings in the next twelve months.

FHN hedges held-to-maturity trust preferred loans which have an initial fixed rate term before conversion to a floating rate. FHN has entered into pay fixed, receive floating interest rate swaps to hedge the interest rate risk associated with this initial term. Interest paid or received for these swaps is recognized as an adjustment of the interest income of the assets whose risk is being hedged. Basis adjustments remaining at the end of the hedge term are being amortized as an adjustment to interest income over the remaining life of the loans. Gains or losses are included in Other income and commissions on the Consolidated Statements of Income. These hedges expire in third quarter 2017.

The following tables summarize FHN’s derivative activities associated with held-to-maturity trust preferred loans as of and for the years ended December 31, 2016 and 2015:

(Dollars in thousands)

December 31, 2016

Notional

Assets

Liabilities

Gains/(Losses)

Loan Portfolio Hedging

Hedging Instruments:

Interest Rate Swaps

$

6,500

N/A

$

208

$

280

Hedged Items:

Trust Preferred Loans (a)

N/A

$

6,500

(b)

N/A

$

(276

)(c)

(Dollars in thousands)

December 31, 2015

Notional

Assets

Liabilities

Gains/(Losses)

Loan Portfolio Hedging

Hedging Instruments:

Interest Rate Swaps

$

6,500

N/A

$

488

$

256

Hedged Items:

Trust Preferred Loans (a)

N/A

$

6,500

(b)

N/A

$

(253

)(c)

(a)	Assets included in the Loans, net of unearned income section of the Consolidated Statements of Condition.
(b)	Represents principal balance being hedged.
(c)	Represents gains and losses attributable to changes in fair value due to interest rate risk as designated in ASC 815-20 hedging relationships.

Other Derivatives

In conjunction with the sales of a portion of its Visa Class B shares, FHN and the purchaser entered into derivative transactions whereby FHN will make or receive cash payments whenever the conversion ratio of the Visa Class B shares into Visa Class A shares is adjusted. As of December 31, 2016 and 2015, the derivative liabilities associated with the sales of Visa Class B shares were $6.2 million and $4.8 million, respectively. See the Visa Matters section of Note 17–Contingencies and Other Disclosures for more information regarding FHN’s Visa shares.

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Note 22 q Derivatives (continued)

FHN utilizes cross currency swaps and cross currency interest rate swaps to economically hedge its exposure to foreign currency risk and interest rate risk associated with non-U.S. dollar denominated loans. As of December 31, 2016 and 2015, these loans were valued at $3.8 million and $2.4 million, respectively. The balance sheet amount and the gains/losses associated with these derivatives were not significant.

Master Netting and Similar Agreements

As previously discussed, FHN uses master netting agreements, mutual margining agreements and collateral posting requirements to minimize credit risk on derivative contracts. Master netting and similar agreements are used when counterparties have multiple derivatives contracts that allow for a “right of setoff,” meaning that a counterparty may net offsetting positions and collateral with the same counterparty under the contract to determine a net receivable or payable. The following discussion provides an overview of these arrangements which may vary due to the derivative type and market in which a derivative transaction is executed.

Interest rate derivatives are subject to agreements consistent with standard agreement forms of the International Swap and Derivatives Association (“ISDA”). Currently, all interest rate derivative contracts are entered into as over-the-counter transactions and collateral posting requirements are based on the net asset or liability position with each respective counterparty. For contracts that require central clearing, novation to a counterparty with access to a clearinghouse occurs and collateral is posted. Cash collateral received (posted) for interest rate derivatives is recognized as a liability (asset) on FHN’s Consolidated Statements of Condition.

Interest rate derivatives with customers that are smaller financial institutions typically require posting of collateral by the counterparty to FHN. This collateral is subject to a threshold with daily adjustments based upon changes in the level or fair value of the derivative position. Positions and related collateral can be netted in the event of default. Collateral pledged by a counterparty is typically cash or securities. The securities pledged as collateral are not recognized within FHN’s Consolidated Statements of Condition. Interest rate derivatives associated with lending arrangements share the collateral with the related loan(s). The derivative and loan positions may be netted in the event of default. For disclosure purposes, the entire collateral amount is allocated to the loan.

Interest rate derivatives with larger financial institutions entered into prior to required central clearing typically contain provisions whereby the collateral posting thresholds under the agreements adjust based on the credit ratings of both counterparties. If the credit rating of FHN and/or FTBNA is lowered, FHN could be required to post additional collateral with the counterparties. Conversely, if the credit rating of FHN and/or FTBNA is increased, FHN could have collateral released and be required to post less collateral in the future. Also, if a counterparty’s credit ratings were to decrease, FHN and/or FTBNA could require the posting of additional collateral; whereas if a counterparty’s credit ratings were to increase, the counterparty could require the release of excess collateral. Collateral for these arrangements is adjusted daily based on changes in the net fair value position with each counterparty.

The net fair value, determined by individual counterparty, of all derivative instruments with adjustable collateral posting thresholds was $35.9 million of assets and $49.0 million of liabilities on December 31, 2016, and $64.9 million of assets and $62.8 million of liabilities on December 31, 2015. As of December 31, 2016 and 2015, FHN had received collateral of $137.6 million and $146.4 million and posted collateral of $39.3 million and $63.0 million, respectively, in the normal course of business related to these agreements.

Certain agreements entered into prior to required central clearing also contain accelerated termination provisions, inclusive of the right of offset, if a counterparty’s credit rating falls below a specified level. If a counterparty’s debt rating (including FHN’s and FTBNA’s) were to fall below these minimums, these provisions would be triggered, and the counterparties could terminate the agreements and require immediate settlement of all derivative contracts under the agreements. The net fair value, determined by individual counterparty, of all derivative instruments with credit-risk-related contingent accelerated termination provisions was $35.9 million of assets and $19.6 million of liabilities on December 31, 2016, and $64.9 million of assets and $16.1 million of liabilities on December 31, 2015. As of December 31, 2016 and 2015, FHN had received collateral of $137.5 million and $146.4 million and

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Note 22 q Derivatives (continued)

posted collateral of $12.9 million and $19.7 million, respectively, in the normal course of business related to these contracts.

FHN’s fixed income segment buys and sells various types of securities for its customers. When these securities settle on a delayed basis, they are considered forward contracts, and are generally not subject to master netting agreements. For futures and options, FHN transacts through a third party, and the transactions are subject to margin and collateral maintenance requirements. In the event of default, open positions can be offset along with the associated collateral.

For this disclosure, FHN considers the impact of master netting and other similar agreements which allow FHN to settle all contracts with a single counterparty on a net basis and to offset the net derivative asset or liability position with the related securities and cash collateral. The application of the collateral cannot reduce the net derivative asset or liability position below zero, and therefore any excess collateral is not reflected in the following tables.

The following table provides details of derivative assets and collateral received as presented on the Consolidated Statements of Condition as of December 31:

(Dollars in thousands)	Gross amounts of recognized assets			Gross amounts offset in the Statements of Condition			Net amounts of assets presented in the Statements of Condition (a)			Gross amounts not offset in the Statements of Condition								Net amount
										Derivative liabilities available for offset				Collateral Received
Derivative assets:
2016 (b)		$	87,962		$	-		$	87,962		$	(25,953	)		$	(52,888	)		$	9,121
2015 (b)			99,828			-			99,828			(9,972	)			(89,856	)			-

(a)	Included in Derivative assets on the Consolidated Statements of Condition. As of December 31, 2016 and 2015, $33.7 million and $4.5 million, respectively, of derivative assets (primarily fixed income forward contracts) have been excluded from these tables because they are generally not subject to master netting or similar agreements.
(b)	2016 and 2015 are comprised entirely of interest rate derivative contracts.

The following table provides details of derivative liabilities and collateral pledged as presented on the Consolidated Statements of Condition as of December 31:

(Dollars in thousands)	Gross amounts of recognized liabilities			Gross amounts offset in the Statements of Condition			Net amounts of liabilities presented in the Statements of Condition (a)			Gross amounts not offset in the Statements of Condition								Net amount
										Derivative assets available for offset				Collateral pledged
Derivative liabilities:
2016 (b)		$	96,363		$	-		$	96,363		$	(25,953	)		$	(60,746	)		$	9,664
2015 (b)			100,002			-			100,002			(9,972	)			(62,172	)			27,858

(a)	Included in Derivative liabilities on the Consolidated Statements of Condition. As of December 31, 2016 and 2015, $39.5 million and $8.3 million, respectively, of derivative liabilities (primarily fixed income forward contracts) have been excluded from these tables because they are generally not subject to master netting or similar agreements.
(b)	2016 and 2015 are comprised entirely of interest rate derivative contracts.

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FIRST HORIZON NATIONAL CORPORATION

Note 23 q Master Netting and Similar Agreements - Repurchase, Reverse Repurchase, and Securities Borrowing Transactions

For repurchase, reverse repurchase and securities borrowing transactions, FHN and each counterparty have the ability to offset all open positions and related collateral in the event of default. Due to the nature of these transactions, the value of the collateral for each transaction approximates the value of the corresponding receivable or payable. For repurchase agreements through FHN’s fixed income business (Securities purchased under agreements to resell and Securities sold under agreements to repurchase), transactions are collateralized by securities which are delivered on the settlement date and are maintained throughout the term of the transaction. For FHN’s repurchase agreements through banking activities (Securities sold under agreements to repurchase), securities are typically pledged at settlement and not released until maturity. For asset positions, the collateral is not included on FHN’s Consolidated Statements of Condition. For liability positions, securities collateral pledged by FHN is generally represented within FHN’s trading or available-for-sale securities portfolios.

For this disclosure, FHN considers the impact of master netting and other similar agreements that allow FHN to settle all contracts with a single counterparty on a net basis and to offset the net asset or liability position with the related securities collateral. The application of the collateral cannot reduce the net asset or liability position below zero, and therefore any excess collateral is not reflected in the tables below.

The following table provides details of Securities purchased under agreements to resell as presented on the Consolidated Statements of Condition and collateral pledged by counterparties as of December 31:

(Dollars in thousands)	Gross amounts of recognized assets			Gross amounts offset in the Statements of Condition			Net amounts of assets presented in the Statements of Condition			Gross amounts not offset in the Statements of Condition								Net amount
										Offsetting securities sold under agreements to repurchase				Securities collateral (not recognized on FHN’s Statements of Condition)
Securities purchased under agreements to resell:
2016		$	613,682		$	-		$	613,682		$	(1,628	)		$	(603,813	)		$	8,241
2015			615,773			-			615,773			(537	)			(607,642	)			7,594

The following table provides details of Securities sold under agreements to repurchase as presented on the Consolidated Statements of Condition and collateral pledged by FHN as of December 31:

(Dollars in thousands)	Gross amounts of recognized liabilities			Gross amounts offset in the Statements of Condition			Net amounts of liabilities presented in the Statements of Condition			Gross amounts not offset in the Statements of Condition								Net amount
										Offsetting securities purchased under agreements to resell				Securities Collateral
Securities sold under agreements to repurchase:
2016		$	453,053		$	-		$	453,053		$	(1,628	)		$	(451,414	)		$	11
2015			338,133			-			338,133			(537	)			(337,523	)			73

Due to the short duration of Securities sold under agreements to repurchase and the nature of collateral involved, the risks associated with these transactions are considered minimal. The following tables provide details, by

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Note 23 q Master Netting and Similar Agreements - Repurchase, Reverse Repurchase, and Securities Borrowing Transactions (continued)

collateral type, of the remaining contractual maturity of Securities sold under agreements to repurchase as of December 31:

(Dollars in thousands)	December 31, 2016
	Overnight and Continuous			Up to 30 Days			Total
Securities sold under agreements to repurchase:
U.S. treasuries		$	14,864		$	-		$	14,864
Government agency issued MBS			421,771			-			421,771
Government agency issued CMO			-			16,418			16,418
Total Securities sold under agreements to repurchase		$	436,635		$	16,418		$	453,053

(Dollars in thousands)	December 31, 2015
	Overnight and Continuous			Up to 30 Days			Total
Securities sold under agreements to repurchase:
U.S. treasuries		$	7,066		$	-		$	7,066
Government agency issued MBS			229,982			-			229,982
Government agency issued CMO			90,562			10,523			101,085
Total Securities sold under agreements to repurchase		$	327,610		$	10,523		$	338,133

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FIRST HORIZON NATIONAL CORPORATION

Note 24 q Fair Value of Assets & Liabilities

FHN groups its assets and liabilities measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. This hierarchy requires FHN to maximize the use of observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. Each fair value measurement is placed into the proper level based on the lowest level of significant input. These levels are:

• Level 1 – Valuation is based upon quoted prices for identical instruments traded in active markets.

• Level 2 – Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.

• Level 3 – Valuation is generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models, and similar techniques.

Transfers between fair value levels are recognized at the end of the fiscal quarter in which the associated change in inputs occurs.

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Note 24 q Fair Value of Assets & Liabilities (continued)

Recurring Fair Value Measurements

The following table presents the balance of assets and liabilities measured at fair value on a recurring basis as of December 31, 2016:

(Dollars in thousands)	December 31, 2016
	Level 1			Level 2			Level 3			Total
Trading securities – fixed income:
U.S. treasuries		$	-		$	146,988		$	-		$	146,988
Government agency issued MBS			-			256,611			-			256,611
Government agency issued CMO			-			150,058			-			150,058
Other U.S. government agencies			-			52,314			-			52,314
States and municipalities			-			60,351			-			60,351
Corporate and other debt			-			227,934			5			227,939
Equity, mutual funds, and other			-			242			-			242
Total trading securities – fixed income			-			894,498			5			894,503
Trading securities – mortgage banking			-			-			2,568			2,568
Loans held-for-sale			-			2,345			21,924			24,269
Securities available-for-sale:
U.S. treasuries			-			100			-			100
Government agency issued MBS			-			2,208,687			-			2,208,687
Government agency issued CMO			-			1,547,958			-			1,547,958
Equity, mutual funds, and other			25,249			-			-			25,249
Total securities available-for-sale			25,249			3,756,745			-			3,781,994
Other assets:
Mortgage servicing rights			-			-			985			985
Deferred compensation assets			32,840			-			-			32,840
Derivatives, forwards and futures			33,587			-			-			33,587
Derivatives, interest rate contracts			-			88,025			-			88,025
Derivatives, other			-			42			-			42
Total other assets			66,427			88,067			985			155,479
Total assets		$	91,676		$	4,741,655		$	25,482		$	4,858,813
Trading liabilities – fixed income:
U.S. treasuries		$	-		$	381,229		$	-		$	381,229
Other U.S. government agencies			-			844			-			844
Corporate and other debt			-			179,775			-			179,775
Total trading liabilities – fixed income			-			561,848			-			561,848
Other liabilities:
Derivatives, forwards and futures			33,274			-			-			33,274
Derivatives, interest rate contracts			-			96,371			-			96,371
Derivatives, other			-			7			6,245			6,252
Total other liabilities			33,274			96,378			6,245			135,897
Total liabilities		$	33,274		$	658,226		$	6,245		$	697,745

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FIRST HORIZON NATIONAL CORPORATION

Note 24 q Fair Value of Assets & Liabilities (continued)

The following table presents the balance of assets and liabilities measured at fair value on a recurring basis as of December 31, 2015:

(Dollars in thousands)	December 31, 2015
	Level 1			Level 2			Level 3			Total
Trading securities – fixed income:
U.S. treasuries		$	-		$	64,483		$	-		$	64,483
Government agency issued MBS			-			258,899			-			258,899
Government agency issued CMO			-			99,260			-			99,260
Other U.S. government agencies			-			83,740			-			83,740
States and municipalities			-			32,729			-			32,729
Corporate and other debt			-			331,709			5			331,714
Equity, mutual funds, and other			-			6,253			-			6,253
Total trading securities – fixed income			-			877,073			5			877,078
Trading securities – mortgage banking			-			-			4,372			4,372
Loans held-for-sale			-			-			27,418			27,418
Securities available-for-sale:
U.S. treasuries			-			100			-			100
Government agency issued MBS			-			1,573,611			-			1,573,611
Government agency issued CMO			-			2,169,683			-			2,169,683
Other U.S. government agencies			-			102			-			102
States and municipalities			-			-			1,500			1,500
Equity, mutual funds, and other			26,434			-			-			26,434
Total securities available-for-sale			26,434			3,743,496			1,500			3,771,430
Other assets:
Mortgage servicing rights			-			-			1,841			1,841
Deferred compensation assets			29,399			-			-			29,399
Derivatives, forwards and futures			4,361			-			-			4,361
Derivatives, interest rate contracts			-			99,855			-			99,855
Derivatives, other			-			149			-			149
Total other assets			33,760			100,004			1,841			135,605
Total assets		$	60,194		$	4,720,573		$	35,136		$	4,815,903
Trading liabilities – fixed income:
U.S. treasuries		$	-		$	284,275		$	-		$	284,275
Corporate and other debt			-			281,744			-			281,744
Total trading liabilities – fixed income			-			566,019			-			566,019
Other liabilities:
Derivatives, forwards and futures			3,527			-			-			3,527
Derivatives, interest rate contracts			-			100,002			-			100,002
Derivatives, other			-			-			4,810			4,810
Total other liabilities			3,527			100,002			4,810			108,339
Total liabilities		$	3,527		$	666,021		$	4,810		$	674,358

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Note 24 q Fair Value of Assets & Liabilities (continued)

Changes in Recurring Level 3 Fair Value Measurements

The changes in Level 3 assets and liabilities measured at fair value for the years ended December 31, 2016, 2015, and 2014, on a recurring basis are summarized as follows:

(Dollars in thousands)	Year Ended December 31, 2016
	Trading securities				Loans held- for-sale				Securities available- for-sale				Mortgage servicing rights, net				Net derivative liabilities
Balance on January 1, 2016		$	4,377			$	27,418			$	1,500			$	1,841			$	(4,810	)
Total net gains/(losses) included in:
Net income			604				3,380				-				31				(2,634	)
Purchases			-				706				-				-				-
Sales			-				-				-				(205	)			-
Settlements			(2,408	)			(6,264	)			(1,500	)			(682	)			1,199
Net transfers into/(out of) Level 3			-				(3,316	)(b)			-				-				-
Balance on December 31, 2016		$	2,573			$	21,924			$	-			$	985			$	(6,245	)
Net unrealized gains/(losses) included in net income		$	159	(a)		$	3,380	(a)		$	-			$	-				$(2,634	)(c)

(Dollars in thousands)	Year Ended December 31, 2015
	Trading securities				Loans held- for-sale				Securities available- for-sale				Mortgage servicing rights, net				Net derivative liabilities
Balance on January 1, 2015		$	5,642			$	27,910			$	3,307			$	2,517			$	(5,240	)
Total net gains/(losses) included in:
Net income			369				2,765				(47	)			-				(775	)
Purchases			-				3,116				-				-				-
Sales			-				-				(1,760	)			-				-
Settlements			(1,634	)			(4,462	)			-				(676	)			1,205
Net transfers into/(out of) Level 3			-				(1,911	)(b)			-				-				-
Balance on December 31, 2015		$	4,377			$	27,418			$	1,500			$	1,841			$	(4,810	)
Net unrealized gains/(losses) included in net income		$	369	(a)		$	2,765	(a)		$	-			$	-				$(775	)(c)

(Dollars in thousands)	Year Ended December 31, 2014
	Trading securities				Loans held- for-sale				Securities available-for-sale								Mortgage servicing rights, net				Net derivative liabilities
									Investment portfolio				Venture Capital
Balance on January 1, 2014		$	7,200			$	230,456			$	3,826			$	4,300			$	72,793			$	(2,915	)
Total net gains/(losses) included in:
Net income			149				52,494				-				(2,995	)			1,248				(5,981	)
Other comprehensive income/(loss)			-				-				(64	)			-				-				-
Purchases			1,559				5,654				-				-				-				-
Sales			(1,715	)			(236,975	)			-				(5	)			(70,204	)			-
Settlements			(1,551	)			(19,806	)			(455	)			(1,300	)			(1,320	)			3,656
Net transfers into/(out of) Level 3			-				(3,913	)(b)			-				-				-				-
Balance on December 31, 2014		$	5,642			$	27,910			$	3,307			$	-			$	2,517			$	(5,240	)
Net unrealized gains/(losses) included in net income		$	225	(a)		$	1,991	(a)		$	-			$	-			$	43	(a)			$(5,981	)(c)

(a)	Primarily included in mortgage banking income on the Consolidated Statements of Income.
(b)	Transfers out of recurring loans held-for-sale level 3 balances generally reflect movements out of recurring loans held-for-sale and into real estate acquired by foreclosure (level 3 nonrecurring).
(c)	Included in Other expense.

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Note 24 q Fair Value of Assets & Liabilities (continued)

Nonrecurring Fair Value Measurements

From time to time, FHN may be required to measure certain other financial assets at fair value on a nonrecurring basis in accordance with GAAP. These adjustments to fair value usually result from the application of LOCOM accounting or write-downs of individual assets. For assets measured at fair value on a nonrecurring basis which were still held on the balance sheet at December 31, 2016, 2015, and 2014, respectively, the following tables provide the level of valuation assumptions used to determine each adjustment, the related carrying value, and the fair value adjustments recorded during the respective periods.

(Dollars in thousands)	Carrying value at December 31, 2016												Year Ended December 31, 2016
	Level 1			Level 2			Level 3			Total			Net gains/(losses)
Loans held-for-sale – SBAs		$	-		$	4,286		$	-		$	4,286		$	(1	)
Loans held-for-sale – first mortgages			-			-			638			638			75
Loans, net of unearned income (a)			-			-			31,070			31,070			(2,055	)
Real estate acquired by foreclosure (b)			-			-			11,235			11,235			(2,041	)
Other assets (c)			-			-			29,609			29,609			(3,349	)
														$	(7,371	)

(Dollars in thousands)	Carrying value at December 31, 2015												Year Ended December 31, 2015
	Level 1			Level 2			Level 3			Total			Net gains/(losses)
Loans held-for-sale – first mortgages		$	-		$	-		$	729		$	729			57
Loans, net of unearned income (a)			-			-			27,026			27,026			4,087
Real estate acquired by foreclosure (b)			-			-			24,977			24,977			(2,868	)
Other assets (c)			-			-			24,577			24,577			(4,582	)
														$	(3,306	)

(Dollars in thousands)	Carrying value at December 31, 2014												Year Ended December 31, 2014
	Level 1			Level 2			Level 3			Total			Net gains/(losses)
Loans held-for-sale – SBAs		$	-		$	3,322		$	-		$	3,322		$	46
Loans held-for-sale – first mortgages			-			-			846			846			(470	)
Loans, net of unearned income (a)			-			-			40,531			40,531			(801	)
Real estate acquired by foreclosure (b)			-			-			30,430			30,430			(3,465	)
Other assets (c)			-			-			28,660			28,660			(2,087	)
														$	(6,777	)

(a)	Represents carrying value of loans for which adjustments are required to be based on the appraised value of the collateral less estimated costs to sell. Write-downs on these loans are recognized as part of provision for loan losses. Gains in 2015 are due to recoveries of previously charged-off amounts.
(b)	Represents the fair value and related losses of foreclosed properties that were measured subsequent to their initial classification as foreclosed assets. Balance excludes foreclosed real estate related to government insured mortgages.
(c)	Represents tax credit investments accounted for under the equity method.

In first quarter 2016, FHN’s Regional Banking segment recognized $3.7 million of impairments on long-lived assets associated with efforts to more efficiently utilize its bank branch locations. The affected branch locations represented a mixture of owned and leased sites. The fair values of owned sites were determined using estimated sales prices from appraisals less estimated costs to sell. The fair values of leased sites were determined using a discounted cash flow approach, based on the revised estimated useful lives of the related assets. Both measurement methodologies are considered Level 3 valuations.

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Note 24 q Fair Value of Assets & Liabilities (continued)

Level 3 Measurements

The following tables provide information regarding the unobservable inputs utilized in determining the fair value of level 3 recurring and non-recurring measurements as of December 31, 2016 and 2015:

(Dollars in Thousands)       Level 3 Class	Fair Value at December 31, 2016			Valuation Techniques	Unobservable Input	Values Utilized
Trading securities – mortgage		$	2,568	Discounted cash flow	Prepayment speeds	22% - 41%
					Discount rate	29% - 50%
Loans held-for-sale – residential real estate			22,562	Discounted cash flow	Prepayment speeds – First mortgage	2% - 13%
					Prepayment speeds – HELOC	3% - 15%
					Foreclosure losses	50% - 70%
					Loss severity trends – First mortgage	5% - 50% of UPB
					Loss severity trends – HELOC	15% - 100% of UPB
Derivative liabilities, other			6,245	Discounted cash flow	Visa covered litigation resolution amount	$4.4 billion – $5.2 billion
					Probability of resolution scenarios	10% - 30%
					Time until resolution	24 - 54 months
Loans, net of unearned income (a)			31,070	Appraisals from comparable properties	Marketability adjustments for specific properties	0% - 10% of appraisal
				Other collateral valuations	Borrowing base certificates adjustment	20% - 50% of gross value
					Financial Statements/Auction values adjustment	0% - 25% of reported value
Real estate acquired by foreclosure (b)			11,235	Appraisals from comparable properties	Adjustment for value changes since appraisal	0% - 10% of appraisal
Other assets (c)			29,609	Discounted cash flow	Adjustments to current sales yields for specific properties	0% - 15% adjustment to yield
				Appraisals from comparable properties	Marketability adjustments for specific properties	0% - 25% of appraisal

(a)	Represents carrying value of loans for which adjustments are required to be based on the appraised value of the collateral less estimated costs to sell. Write-downs on these loans are recognized as part of provision for loan losses.
(b)	Represents the fair value of foreclosed properties that were measured subsequent to their initial classification as foreclosed assets. Balance excludes foreclosed real estate related to government insured mortgages.
(c)	Represents tax credit investments accounted for under the equity method.

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Note 24 q Fair Value of Assets & Liabilities (continued)

(Dollars in Thousands)       Level 3 Class	Fair Value at December 31, 2015			Valuation Techniques	Unobservable Input	Values Utilized
Trading securities – mortgage		$	4,372	Discounted cash flow	Prepayment speeds	42% - 43%
					Discount rate	6% - 63%
Loans held-for-sale – residential real estate			28,147	Discounted cash flow	Prepayment speeds – First mortgage	2% - 20%
					Prepayment speeds – HELOC	3% - 15%
					Foreclosure Losses	45% - 55%
					Loss severity trends – First mortgage	10% - 70% of UPB
					Loss severity trends – HELOC	35% - 100% of UPB
					Draw Rate – HELOC	2% - 12%
Derivative liabilities, other			4,810	Discounted cash flow	Visa covered litigation resolution amount	$4.4 billion - $5.4 billion
					Probability of resolution scenarios	5% - 25%
					Time until resolution	6 - 42 months
Loans, net of unearned income (a)			27,026	Appraisals from comparable properties	Marketability adjustments for specific properties	0% - 10% of appraisal
				Other collateral valuations	Borrowing base certificates adjustment	20% - 50% of gross value
					Financial Statements/Auction values adjustment	0% - 25% of reported value
Real estate acquired by foreclosure (b)			24,977	Appraisals from comparable properties	Adjustment for value changes since appraisal	0% - 10% of appraisal
Other assets (c)			24,577	Discounted cash flow	Adjustments to current sales yields for specific properties	0% - 15% adjustment to yield
				Appraisals from comparable properties	Marketability adjustments for specific properties	0% - 25% of appraisal

(a)	Represents carrying value of loans for which adjustments are required to be based on the appraised value of the collateral less estimated costs to sell. Write-downs on these loans are recognized as part of provision for loan losses.
(b)	Represents the fair value of foreclosed properties that were measured subsequent to their initial classification as foreclosed assets. Balance excludes foreclosed real estate related to government insured mortgages.
(c)	Represents tax credit investments accounted for under the equity method.

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Note 24 q Fair Value of Assets & Liabilities (continued)

Trading securities-mortgage. Prepayment rates and credit spreads (part of the discount rate) are significant unobservable inputs used in the fair value measurement of FHN’s mortgage trading securities which primarily consist of principal-only strips. Subordinated bonds were also included in mortgage trading securities prior to their payoff in first quarter 2016. Increases in prepayment rates and credit spreads in isolation would result in significantly lower fair value measurements for the associated assets. Conversely, decreases in prepayment rates and credit spreads in isolation would result in significantly higher fair value measurements for the associated assets. Generally, when market interest rates decline and other factors favorable to prepayments occur, there is a corresponding increase in prepayment rates as customers are expected to refinance existing mortgages under more favorable interest rate terms. Generally, changes in discount rates directionally mirror the changes in market interest rates. FHN’s Corporate Accounting Department monitors changes in the fair value of these securities monthly.

Loans held-for-sale. Foreclosure losses and prepayment rates are significant unobservable inputs used in the fair value measurement of FHN’s residential real estate loans held-for-sale. Loss severity trends are also assessed to evaluate the reasonableness of fair value estimates resulting from discounted cash flows methodologies as well as to estimate fair value for newly repurchased loans and loans that are near foreclosure. Significant increases (decreases) in any of these inputs in isolation would result in significantly lower (higher) fair value measurements. Draw rates were an additional significant unobservable input for HELOCs until the draw period closed in 2016. Increases (decreases) in the draw rate estimates for HELOCs would have increased (decreased) their fair value. All observable and unobservable inputs are re-assessed quarterly. Fair value measurements are reviewed at least quarterly by FHN’s Corporate Accounting Department.

Derivative liabilities. In conjunction with the sales of portions of its Visa Class B shares, FHN and the purchaser entered into derivative transactions whereby FHN will make, or receive, cash payments whenever the conversion ratio of the Visa Class B shares into Visa Class A shares is adjusted. FHN uses a discounted cash flow methodology in order to estimate the fair value of FHN’s derivative liabilities associated with its prior sales of Visa Class B shares. The methodology includes estimation of both the resolution amount for Visa’s Covered Litigation matters as well as the length of time until the resolution occurs. Significant increases (decreases) in either of these inputs in isolation would result in significantly higher (lower) fair value measurements for the derivative liabilities. Additionally, FHN performs a probability weighted multiple resolution scenario to calculate the estimated fair value of these derivative liabilities. Assignment of higher (lower) probabilities to the larger potential resolution scenarios would result in an increase (decrease) in the estimated fair value of the derivative liabilities. Since this estimation process requires application of judgment in developing significant unobservable inputs used to determine the possible outcomes and the probability weighting assigned to each scenario, these derivatives have been classified within Level 3 in fair value measurements disclosures. The valuation inputs and process are discussed with senior and executive management when significant events affecting the estimate of fair value occur. Inputs are compared to information obtained from the public issuances and filings of Visa, Inc. as well as public information released by other participants in the applicable litigation matters.

Loans, net of unearned income and Real estate acquired by foreclosure. Collateral-dependent loans and Real estate acquired by foreclosure are primarily valued using appraisals based on sales of comparable properties in the same or similar markets. Multiple appraisal firms are utilized to ensure that estimated values are consistent between firms. This process occurs within FHN’s Credit Risk Management (commercial) and Default Servicing functions (primarily consumer). The Credit Risk Management Committee reviews ORE dispositions and additions annually. Back testing is performed during the year through comparison to ultimate disposition values. Other collateral (receivables, inventory, equipment, etc.) is valued through borrowing base certificates, financial statements and/or auction valuations. These valuations are discounted based on the quality of reporting, knowledge of the marketability/collectability of the collateral and historical disposition rates.

Other assets – tax credit investments. The estimated fair value of tax credit investments accounted for under the equity method is generally determined in relation to the yield (i.e., future tax credits to be received) an acquirer of these investments would expect in relation to the yields experienced on current new issue and/or secondary market transactions. Thus, as tax credits are recognized, the future yield to a market participant is reduced, resulting in consistent impairment of the individual investments. Individual investments are reviewed for impairment quarterly, which may include the consideration of additional marketability discounts related to specific investments which

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Note 24 q Fair Value of Assets & Liabilities (continued)

typically includes consideration of the underlying property’s appraised value. Unusual valuation adjustments and the associated triggering events are discussed with senior and executive management when appropriate. A portfolio review is conducted annually, with the assistance of a third party, to assess the reasonableness of current valuations.

Fair Value Option

FHN has elected the fair value option on a prospective basis for almost all types of mortgage loans originated for sale purposes under the Financial Instruments Topic (“ASC 825”). FHN determined that the election reduces certain timing differences and better matches changes in the value of such loans with changes in the value of derivatives and forward delivery commitments used as economic hedges for these assets at the time of election.

Repurchased loans are recognized within loans held-for-sale at fair value at the time of repurchase, which includes consideration of the credit status of the loans and the estimated liquidation value. FHN has elected to continue recognition of these loans at fair value in periods subsequent to reacquisition. Due to the credit-distressed nature of the vast majority of repurchased loans and the related loss severities experienced upon repurchase, FHN believes that the fair value election provides a more timely recognition of changes in value for these loans that occur subsequent to repurchase. Absent the fair value election, these loans would be subject to valuation at the LOCOM value, which would prevent subsequent values from exceeding the initial fair value, determined at the time of repurchase, but would require recognition of subsequent declines in value. Thus, the fair value election provides for a more timely recognition of any potential future recoveries in asset values while not affecting the requirement to recognize subsequent declines in value.

The following tables reflect the differences between the fair value carrying amount of residential real estate loans held-for-sale measured at fair value in accordance with management’s election and the aggregate unpaid principal amount FHN is contractually entitled to receive at maturity.

(Dollars in thousands)	December 31, 2016
	Fair value carrying amount			Aggregate unpaid principal			Fair value carrying amount less aggregate unpaid principal
Residential real estate loans held-for-sale reported at fair value:
Total loans		$	24,269		$	35,262		$	(10,993	)
Nonaccrual loans			6,775			12,910			(6,135	)
Loans 90 days or more past due and still accruing			211			331			(120	)

(Dollars in thousands)	December 31, 2015
	Fair value carrying amount			Aggregate unpaid principal			Fair value carrying amount less aggregate unpaid principal
Residential real estate loans held-for-sale reported at fair value:
Total loans		$	27,418		$	41,881		$	(14,463	)
Nonaccrual loans			7,702			14,807			(7,105	)
Loans 90 days or more past due and still accruing			2,181			3,004			(823	)

Assets and liabilities accounted for under the fair value election are initially measured at fair value with subsequent changes in fair value recognized in earnings. Such changes in the fair value of assets and liabilities for which FHN

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Note 24 q Fair Value of Assets & Liabilities (continued)

elected the fair value option are included in current period earnings with classification in the income statement line item reflected in the following table:

(Dollars in thousands)	Year Ended December 31
	2016			2015			2014
Changes in fair value included in net income:
Mortgage banking noninterest income
Loans held-for-sale		$	3,380		$	2,765		$	52,494

For the years ended December 31, 2016, 2015, and 2014, the amounts for residential real estate loans held-for-sale include a gain of $1.5 million, $.4 million and $2.8 million, respectively, in pretax earnings that are attributable to changes in instrument-specific credit risk. The portion of the fair value adjustments related to credit risk was determined based on estimated default rates and estimated loss severities. Interest income on residential real estate loans held-for-sale measured at fair value is calculated based on the note rate of the loan and is recorded in the interest income section of the Consolidated Statements of Income as interest on loans held-for-sale.

Determination of Fair Value

In accordance with ASC 820-10-35, fair values are based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following describes the assumptions and methodologies used to estimate the fair value of financial instruments recorded at fair value in the Consolidated Statements of Condition and for estimating the fair value of financial instruments for which fair value is disclosed under ASC 825-10-50.

Short-term financial assets. Federal funds sold, securities purchased under agreements to resell, and interest bearing deposits with other financial institutions and the Federal Reserve are carried at historical cost. The carrying amount is a reasonable estimate of fair value because of the relatively short time between the origination of the instrument and its expected realization.

Trading securities and trading liabilities. Trading securities and trading liabilities are recognized at fair value through current earnings. Trading inventory held for broker-dealer operations is included in trading securities and trading liabilities. Broker-dealer long positions are valued at bid price in the bid-ask spread. Short positions are valued at the ask price. Inventory positions are valued using observable inputs including current market transactions, LIBOR and U.S. treasury curves, credit spreads, and consensus prepayment speeds. Trading loans are valued using observable inputs including current market transactions, swap rates, mortgage rates, and consensus prepayment speeds.

Trading securities also include retained interests in prior securitizations that qualify as financial assets, which include primarily principal-only strips. Subordinated bonds were included in mortgage trading securities prior to payoff in first quarter 2016. FHN uses inputs including yield curves, credit spreads, and prepayment speeds to determine the fair value of principal-only strips. Subordinated bonds are bonds with junior priority and were valued using an internal model which included contractual terms, frequency and severity of loss (credit spreads), prepayment speeds of the underlying collateral, and the yield that a market participant would require.

Securities available-for-sale. Securities available-for-sale includes the investment portfolio accounted for as available-for-sale under ASC 320-10-25, federal bank stock holdings, and short-term investments in mutual funds. Valuations of available-for-sale securities are performed using observable inputs obtained from market transactions in similar securities. Typical inputs include LIBOR and U.S. treasury curves, consensus prepayment estimates, and credit spreads. When available, broker quotes are used to support these valuations.

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Note 24 q Fair Value of Assets & Liabilities (continued)

Investments in the stock of the Federal Reserve Bank and Federal Home Loan Banks are recognized at historical cost in the Consolidated Statements of Condition which is considered to approximate fair value. Short-term investments in mutual funds are measured at the funds’ reported closing net asset values. Investments in equity securities are valued using quoted market prices when available. Cost method investments are valued at historical cost less any recorded impairment due to the illiquid nature of these investments.

Securities held-to-maturity. Securities held-to-maturity reflects debt securities for which management has the positive intent and ability to hold to maturity. To the extent possible, valuations of held-to-maturity securities are performed using observable inputs obtained from market transactions in similar securities. Typical inputs include LIBOR and U.S. treasury curves and credit spreads. Debt securities with limited trading activity are valued using a discounted cash flow model that incorporates a combination of observable and unobservable inputs. Primary observable inputs include contractual cash flows, the treasury curve and credit spreads from similar instruments. Significant unobservable inputs include estimated credit spreads for individual issuers and instruments as well as prepayment speeds, as applicable.

Loans held-for-sale. Residential real estate loans held-for-sale are valued using current transaction prices and/or values on similar assets when available, including committed bids for specific loans or loan portfolios. Uncommitted bids may be adjusted based on other available market information. For all other loans FHN determines the fair value of residential real estate loans held-for-sale using a discounted cash flow model which incorporates both observable and unobservable inputs. Inputs include current mortgage rates for similar products, estimated prepayment rates, foreclosure losses, and various loan performance measures (delinquency, LTV, credit score). Adjustments for delinquency and other differences in loan characteristics are typically reflected in the model’s discount rates. Loss severity trends and the value of underlying collateral are also considered in assessing the appropriate fair value for severely delinquent loans and loans in foreclosure. The valuation of HELOCs also incorporates estimates of loan draw rates, when still in the draw period, as well as estimated cancellation rates for loans expected to become delinquent.

Loans held-for-sale also include loans made by the Small Business Administration (“SBA”), which are accounted for at LOCOM. The fair value of SBA loans is determined using an expected cash flow model that utilizes observable inputs such as the spread between LIBOR and prime rates, consensus prepayment speeds, and the treasury curve. The fair value of other non-residential real estate loans held-for-sale is approximated by their carrying values based on current transaction values.

Loans, net of unearned income. Loans, net of unearned income are recognized at the amount of funds advanced, less charge-offs and an estimation of credit risk represented by the allowance for loan losses. The fair value estimates for disclosure purposes differentiate loans based on their financial characteristics, such as product classification, vintage, loan category, pricing features, and remaining maturity.

The fair value of floating rate loans is estimated through comparison to recent market activity in loans of similar product types, with adjustments made for differences in loan characteristics. In situations where market pricing inputs are not available, fair value is considered to approximate book value due to the monthly repricing for commercial and consumer loans, with the exception of floating rate 1-4 family residential mortgage loans which reprice annually and will lag movements in market rates. The fair value for floating rate 1-4 family mortgage loans is calculated by discounting future cash flows to their present value. Future cash flows are discounted to their present value by using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same time period. Prepayment assumptions based on historical prepayment speeds and industry speeds for similar loans have been applied to the floating rate 1-4 family residential mortgage portfolio.

The fair value of fixed rate loans is estimated through comparison to recent market activity in loans of similar product types, with adjustments made for differences in loan characteristics. In situations where market pricing inputs are not available, fair value is estimated by discounting future cash flows to their present value. Future cash flows are discounted to their present value by using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same time period. Prepayment assumptions based on historical prepayment speeds and industry speeds for similar loans have been applied to the fixed rate mortgage and installment loan portfolios.

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Note 24 q Fair Value of Assets & Liabilities (continued)

For all loan portfolio classes, adjustments are made to reflect liquidity or illiquidity of the market. Such adjustments reflect discounts that FHN believes are consistent with what a market participant would consider in determining fair value given current market conditions.

Individually impaired loans are measured using either a discounted cash flow methodology or the estimated fair value of the underlying collateral less costs to sell, if the loan is considered collateral-dependent. In accordance with accounting standards, the discounted cash flow analysis utilizes the loan’s effective interest rate for discounting expected cash flow amounts. Thus, this analysis is not considered a fair value measurement in accordance with ASC 820. However, the results of this methodology are considered to approximate fair value for the applicable loans. Expected cash flows are derived from internally-developed inputs primarily reflecting expected default rates on contractual cash flows. For loans measured using the estimated fair value of collateral less costs to sell, fair value is estimated using appraisals of the collateral. Collateral values are monitored and additional write-downs are recognized if it is determined that the estimated collateral values have declined further. Estimated costs to sell are based on current amounts of disposal costs for similar assets. Carrying value is considered to reflect fair value for these loans.

Mortgage servicing rights. FHN recognizes all classes of MSR at fair value. In third quarter 2013, FHN agreed to sell substantially all of its remaining legacy mortgage servicing. After that time FHN used the price in the definitive agreement, as adjusted for the portion of pricing that was not specific to the MSR, as a third-party pricing source in the valuation of the remaining first lien mortgage MSR, which was completely de-recognized by the end of 2016. The remaining MSR relates to servicing of other consumer real estate loans and is valued using a discounted cash flow methodology.

Derivative assets and liabilities. The fair value for forwards and futures contracts is based on current transactions involving identical securities. Futures contracts are exchange-traded and thus have no credit risk factor assigned as the risk of non-performance is limited to the clearinghouse used.

Valuations of other derivatives (primarily interest rate related swaps) are based on inputs observed in active markets for similar instruments. Typical inputs include the LIBOR curve, Overnight Indexed Swap (“OIS”) curve, option volatility, and option skew. In measuring the fair value of these derivative assets and liabilities, FHN has elected to consider credit risk based on the net exposure to individual counterparties. Credit risk is mitigated for these instruments through the use of mutual margining and master netting agreements as well as collateral posting requirements. Any remaining credit risk related to interest rate derivatives is considered in determining fair value through evaluation of additional factors such as customer loan grades and debt ratings. Foreign currency related derivatives also utilize observable exchange rates in the determination of fair value. The determination of fair value for FHN’s derivative liabilities associated with its prior sales of Visa Class B shares are classified within Level 3 in the fair value measurements disclosure as previously discussed in the unobservable inputs discussion.

Real estate acquired by foreclosure. Real estate acquired by foreclosure primarily consists of properties that have been acquired in satisfaction of debt. These properties are carried at the lower of the outstanding loan amount or estimated fair value less estimated costs to sell the real estate. Estimated fair value is determined using appraised values with subsequent adjustments for deterioration in values that are not reflected in the most recent appraisal.

Nonearning assets. For disclosure purposes, nonearning financial assets include cash and due from banks, accrued interest receivable, and fixed income receivables. Due to the short-term nature of cash and due from banks, accrued interest receivable, and fixed income receivables, the fair value is approximated by the book value.

Other assets. For disclosure purposes, other assets consist of tax credit investments and deferred compensation assets that are considered financial assets. Tax credit investments accounted for under the equity method are written down to estimated fair value quarterly based on the estimated value of the associated tax credits which incorporates estimates of required yield for hypothetical investors. The fair value of all other tax credit investments is estimated using recent transaction information with adjustments for differences in individual investments. Deferred compensation assets are recognized at fair value, which is based on quoted prices in active markets.

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Note 24 q Fair Value of Assets & Liabilities (continued)

Defined maturity deposits. The fair value of these deposits is estimated by discounting future cash flows to their present value. Future cash flows are discounted by using the current market rates of similar instruments applicable to the remaining maturity. For disclosure purposes, defined maturity deposits include all certificates of deposit and other time deposits.

Undefined maturity deposits. In accordance with ASC 825, the fair value of these deposits is approximated by the book value. For the purpose of this disclosure, undefined maturity deposits include demand deposits, checking interest accounts, savings accounts, and money market accounts.

Short-term financial liabilities. The fair value of federal funds purchased, securities sold under agreements to repurchase and other short-term borrowings are approximated by the book value. The carrying amount is a reasonable estimate of fair value because of the relatively short time between the origination of the instrument and its expected realization.

Term borrowings. The fair value of term borrowings is based on quoted market prices or dealer quotes for the identical liability when traded as an asset. When pricing information for the identical liability is not available, relevant prices for similar debt instruments are used with adjustments being made to the prices obtained for differences in characteristics of the debt instruments. If no relevant pricing information is available, the fair value is approximated by the present value of the contractual cash flows discounted by the investor’s yield which considers FHN’s and FTBNA’s debt ratings.

Other noninterest-bearing liabilities. For disclosure purposes, other noninterest-bearing financial liabilities include accrued interest payable and fixed income payables. Due to the short-term nature of these liabilities, the book value is considered to approximate fair value.

Loan commitments. Fair values of these commitments are based on fees charged to enter into similar agreements taking into account the remaining terms of the agreements and the counterparties’ credit standing.

Other commitments. Fair values of these commitments are based on fees charged to enter into similar agreements.

The following fair value estimates are determined as of a specific point in time utilizing various assumptions and estimates. The use of assumptions and various valuation techniques, as well as the absence of secondary markets for certain financial instruments, reduces the comparability of fair value disclosures between financial institutions. Due to market illiquidity, the fair values for loans, net of unearned income, loans held-for-sale, and term borrowings as of December 31, 2016 and 2015, involve the use of significant internally-developed pricing assumptions for certain components of these line items. The assumptions and valuations utilized for this disclosure are considered to reflect inputs that market participants would use in transactions involving these instruments as of the measurement date. The valuations of legacy assets, particularly consumer loans within the non-strategic segment and TRUP loans, are influenced by changes in economic conditions since origination and risk perceptions of the financial sector. These considerations affect the estimate of a potential acquirer’s cost of capital and cash flow volatility assumptions from these assets and the resulting fair value measurements may depart significantly from FHN’s internal estimates of the intrinsic value of these assets.

Assets and liabilities that are not financial instruments have not been included in the following table such as the value of long-term relationships with deposit and trust customers, premises and equipment, goodwill and other intangibles, deferred taxes, and certain other assets and other liabilities. Additionally, these measurements are solely for financial instruments as of the measurement date and do not consider the earnings potential of our various business lines. Accordingly, the total of the fair value amounts does not represent, and should not be construed to represent, the underlying value of FHN.

The following tables summarize the book value and estimated fair value of financial instruments recorded in the Consolidated Statements of Condition as well as unfunded loan commitments and stand by and other commitments as of December 31, 2016 and 2015.

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Note 24 q Fair Value of Assets & Liabilities (continued)

	December 31, 2016
(Dollars in thousands)	Book Value			Fair Value
				Level 1			Level 2			Level 3			Total
Assets:
Loans, net of unearned income and allowance for loan losses
Commercial:
Commercial, financial and industrial		$	12,058,689		$	-		$	-		$	11,918,374		$	11,918,374
Commercial real estate			2,101,671			-			-			2,078,306			2,078,306
Consumer:
Consumer real estate			4,473,395			-			-			4,385,669			4,385,669
Permanent mortgage			406,836			-			-			404,930			404,930
Credit card & other			346,861			-			-			347,577			347,577
Total loans, net of unearned income and allowance for loan losses			19,387,452			-			-			19,134,856			19,134,856
Short-term financial assets:
Interest-bearing cash			1,060,034			1,060,034			-			-			1,060,034
Federal funds sold			50,838			-			50,838			-			50,838
Securities purchased under agreements to resell			613,682			-			613,682			-			613,682
Total short-term financial assets			1,724,554			1,060,034			664,520			-			1,724,554
Trading securities (a)			897,071			-			894,498			2,573			897,071
Loans held-for-sale (a)			111,248			-			6,631			104,617			111,248
Securities available-for-sale (a) (b)			3,943,499			25,249			3,756,745			161,505			3,943,499
Securities held-to-maturity			14,347			-			-			14,773			14,773
Derivative assets (a)			121,654			33,587			88,067			-			121,654
Other assets:
Tax credit investments			100,105			-			-			98,400			98,400
Deferred compensation assets			32,840			32,840			-			-			32,840
Total other assets			132,945			32,840			-			98,400			131,240
Nonearning assets:
Cash & due from banks			373,274			373,274			-			-			373,274
Fixed income receivables			57,411			-			57,411			-			57,411
Accrued interest receivable			60,870			-			60,870			-			60,870
Total nonearning assets			491,555			373,274			118,281			-			491,555
Total assets		$	26,824,325		$	1,524,984		$	5,528,742		$	19,516,724		$	26,570,450
Liabilities:
Deposits:
Defined maturity		$	1,355,133		$	-		$	1,361,104		$	-		$	1,361,104
Undefined maturity			21,317,230			-			21,317,230			-			21,317,230
Total deposits			22,672,363			-			22,678,334			-			22,678,334
Trading liabilities (a)			561,848			-			561,848			-			561,848
Short-term financial liabilities:
Federal funds purchased			414,207			-			414,207			-			414,207
Securities sold under agreements to repurchase			453,053			-			453,053			-			453,053
Other short-term borrowings			83,177			-			83,177			-			83,177
Total short-term financial liabilities			950,437			-			950,437			-			950,437
Term borrowings:
Real estate investment trust-preferred			46,032			-			-			49,350			49,350
Term borrowings - new market tax credit investment			18,000			-			-			17,918			17,918
Borrowings secured by residential real estate			23,126			-			-			21,969			21,969
Other long term borrowings			953,498			-			965,066			-			965,066
Total term borrowings			1,040,656			-			965,066			89,237			1,054,303
Derivative liabilities (a)			135,897			33,274			96,378			6,245			135,897
Other noninterest-bearing liabilities:
Fixed income payables			21,002			-			21,002			-			21,002
Accrued interest payable			10,336			-			10,336			-			10,336
Total other noninterest-bearing liabilities			31,338			-			31,338			-			31,338
Total liabilities		$	25,392,539		$	33,274		$	25,283,401		$	95,482		$	25,412,157

(a)	Classes are detailed in the recurring and nonrecurring measurement tables.
(b)	Level 3 includes restricted investments in FHLB-Cincinnati stock of $87.9 million and FRB stock of $68.6 million.

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Note 24 q Fair Value of Assets & Liabilities (continued)

	December 31, 2015
(Dollars in thousands)	Book Value			Fair Value
				Level 1			Level 2			Level 3			Total
Assets:
Loans, net of unearned income and allowance for loan losses
Commercial:
Commercial, financial and industrial		$	10,362,753		$	-		$	-		$	10,280,766		$	10,280,766
Commercial real estate			1,649,776			-			-			1,619,795			1,619,795
Consumer:
Consumer real estate			4,685,904			-			-			4,479,333			4,479,333
Permanent mortgage			435,176			-			-			400,970			400,970
Credit card & other			342,651			-			-			344,892			344,892
Total loans, net of unearned income and allowance for loan losses			17,476,260			-			-			17,125,756			17,125,756
Short-term financial assets:
Interest-bearing cash			602,836			602,836			-			-			602,836
Federal funds sold			114,479			-			114,479			-			114,479
Securities purchased under agreements to resell			615,773			-			615,773			-			615,773
Total short-term financial assets			1,333,088			602,836			730,252			-			1,333,088
Trading securities (a)			881,450			-			877,073			4,377			881,450
Loans held-for-sale			126,342			-			6,616			119,726			126,342
Securities available-for-sale (a) (b)			3,929,846			26,434			3,743,496			159,916			3,929,846
Securities held-to-maturity			14,320			-			-			15,349			15,349
Derivative assets (a)			104,365			4,361			100,004			-			104,365
Other assets:
Tax credit investments			91,507			-			-			55,406			55,406
Deferred compensation assets			29,399			29,399			-			-			29,399
Total other assets			120,906			29,399			-			55,406			84,805
Nonearning assets:
Cash & due from banks			300,811			300,811			-			-			300,811
Fixed income receivables			63,660			-			63,660			-			63,660
Accrued interest receivable			62,497			-			62,497			-			62,497
Total nonearning assets			426,968			300,811			126,157			-			426,968
Total assets		$	24,413,545		$	963,841		$	5,583,598		$	17,480,530		$	24,027,969
Liabilities:
Deposits:
Defined maturity		$	1,231,876		$	-		$	1,238,044		$	-		$	1,238,044
Undefined maturity			18,735,602			-			18,735,602			-			18,735,602
Total deposits			19,967,478			-			19,973,646			-			19,973,646
Trading liabilities (a)			566,019			-			566,019			-			566,019
Short-term financial liabilities:
Federal funds purchased			464,166			-			464,166			-			464,166
Securities sold under agreements to repurchase			338,133			-			338,133			-			338,133
Other short-term borrowings			137,861			-			137,861			-			137,861
Total short-term financial liabilities			940,160			-			940,160			-			940,160
Term borrowings:
Real estate investment trust-preferred			45,964			-			-			49,350			49,350
Term borrowings - new market tax credit investment			18,000			-			-			17,972			17,972
Borrowings secured by residential real estate			41,100			-			-			35,469			35,469
Other long term borrowings			1,207,613			-			1,193,482			-			1,193,482
Total term borrowings			1,312,677			-			1,193,482			102,791			1,296,273
Derivative liabilities (a)			108,339			3,527			100,002			4,810			108,339
Other noninterest-bearing liabilities:
Fixed income payables			23,072			-			23,072			-			23,072
Accrued interest payable			14,871			-			14,871			-			14,871
Total other noninterest-bearing liabilities			37,943			-			37,943			-			37,943
Total liabilities		$	22,932,616		$	3,527		$	22,811,252		$	107,601		$	22,922,380

Certain previously reported amounts have been revised to reflect the retroactive effect of the adoption of ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs.” See Note 1 – Summary of Significant Accounting Policies for additional information.

(a)	Classes are detailed in the recurring and nonrecurring measurement tables.
(b)	Level 3 includes restricted investments in FHLB-Cincinnati stock of $87.9 million and FRB stock of $65.8 million.

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Note 24 q Fair Value of Assets & Liabilities (continued)

(Dollars in thousands)	Contractual Amount						Fair Value
	December 31, 2016			December 31, 2015			December 31, 2016			December 31, 2015
Unfunded Commitments:
Loan commitments		$	8,744,649		$	7,903,294		$	2,924		$	2,748
Standby and other commitments			277,549			279,272			4,037			4,421

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Note 25 q Parent Company Financial Information

Following are condensed statements of the parent company:

Statements of Condition	December 31
(Dollars in thousands)	2016				2015
Assets:
Cash		$	226,326			$	138,139
Securities available-for-sale			2,035				2,061
Notes receivable			3,209				3,339
Allowance for loan losses			(925	)			(925	)
Investments in subsidiaries:
Bank			2,596,582				2,619,715
Non-bank			23,996				27,677
Other assets			189,360				184,570
Total assets		$	3,040,583			$	2,974,576
Liabilities and equity:
Accrued employee benefits and other liabilities		$	141,729			$	140,588
Term borrowings			489,201				489,833
Total liabilities			630,930				630,421
Total equity			2,409,653				2,344,155
Total liabilities and equity		$	3,040,583			$	2,974,576

Certain previously reported amounts have been revised to reflect the retroactive effect of the adoption of ASU 2015-03,"Simplifying the Presentation of Debt Issuance Costs.” See Note 1 - Summary of Significant Accounting Policies for additional information.

Statements of Income	Year Ended December 31
(Dollars in thousands)	2016				2015				2014
Dividend income:
Bank		$	250,000			$	325,000			$	180,000
Non-bank			1,361				1,150				446
Total dividend income			251,361				326,150				180,446
Interest income			-				-				2
Other income/(loss)			(207	)			5,884				6,265
Total income			251,154				332,034				186,713
Interest expense:
Short-term debt			-				6				9
Term borrowings			14,238				23,579				23,808
Total interest expense			14,238				23,585				23,817
Compensation, employee benefits and other expense			38,926				36,388				30,400
Total expense			53,164				59,973				54,217
Income/(loss) before income taxes			197,990				272,061				132,496
Income tax benefit			(22,981	)			(21,757	)			(20,599	)
Income/(loss) before equity in undistributed net income of subsidiaries			220,971				293,818				153,095
Equity in undistributed net income/(loss) of subsidiaries:
Bank			9,508				(207,831	)			68,836
Non-bank			(3,433	)			(108	)			588
Net income/(loss) attributable to the controlling interest		$	227,046			$	85,879			$	222,519

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Note 25 q Parent Company Financial Information (continued)

Statements of Cash Flows	Year Ended December 31
(Dollars in thousands)	2016				2015				2014
Operating activities:
Net income/(loss)		$	227,046			$	85,879			$	222,519
Less undistributed net income/(loss) of subsidiaries			6,075				(207,939	)			69,424
Income/(loss) before undistributed net income of subsidiaries			220,971				293,818				153,095
Adjustments to reconcile income to net cash provided by operating activities:
Depreciation, amortization, and other			53				(276	)			(390	)
(Gain)/loss on securities			148				259				(5,736	)
Stock-based compensation expense			16,719				12,810				11,351
(Gain)/loss on extinguishment of debt			-				(5,793	)			-
Net (increase)/decrease in interest receivable and other assets			(2,228	)			(4,544	)			(1,836	)
Net (decrease)/increase in interest payable and other liabilities			(2,842	)			(5,791	)			1,505
Total adjustments			11,850				(3,335	)			4,894
Net cash provided/(used) by operating activities			232,821				290,483				157,989
Investing activities:
Securities:
Sales and prepayments			275				1,371				4,693
Purchases			(400	)			(740	)			(40	)
Premises and equipment:
Sales/(purchases)			(17	)			14				(20	)
Decrease/(increase) in interest-bearing cash			-				-				15,800
Return on investment in subsidiary			129				93				150
Investment in subsidiary			-				(9,372	)			-
Cash paid for business combination, net			-				(18,251	)			-
Net cash provided/(used) by investing activities			(13	)			(26,885	)			20,583
Financing activities:
Preferred stock:
Cash dividends			(6,200	)			(6,200	)			(6,200	)
Common stock:
Exercise of stock options			22,479				7,219				1,864
Cash dividends			(63,504	)			(53,947	)			(47,366	)
Repurchase of shares			(97,396	)			(32,648	)			(43,579	)
Term borrowings:
Proceeds from issuance of term borrowings			-				495,555				-
Repayment of term borrowings			-				(700,000	)			-
Increase/(decrease) in short-term borrowings			-				(3,000	)			3,000
Net cash (used)/provided by financing activities			(144,621	)			(293,021	)			(92,281	)
Net increase/(decrease) in cash and cash equivalents			88,187				(29,423	)			86,291
Cash and cash equivalents at beginning of year			138,139				167,562				81,271
Cash and cash equivalents at end of year		$	226,326			$	138,139			$	167,562
Total interest paid		$	19,688			$	24,345			$	23,282
Income taxes received from subsidiaries			27,126				32,202				17,053

Certain previously reported amounts have been revised to reflect the retroactive effect of the adoption of ASU 2015-03,"Simplifying the Presentation of Debt Issuance Costs.” See Note 1 – Summary of Significant Accounting Policies for additional information.

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CONSOLIDATED HISTORICAL STATEMENTS OF INCOME (Unaudited)

(Dollars in millions except per share data)	2016				2015				2014				2013				2012				Growth Rates
																					16/15			16/12**
Interest income:
Interest and fees on loans		$	679.9			$	600.3			$	571.8			$	599.7			$	648.6			13	%		1	%
Interest on investment securities available-for-sale			96.7				93.6				93.2				83.8				98.4			3	%		*
Interest on investment securities held-to-maturity			0.8				0.3				0.3				-				-			NM			NM
Interest on loans held-for-sale			5.5				5.5				11.2				13.0				14.9			*			(22	)%
Interest on trading securities			30.8				35.1				32.0				34.6				35.4			(12	)%		(3	)%
Interest on other earning assets			4.2				1.7				0.7				1.0				1.7			NM			25	%
Total interest income			817.9				736.4				709.2				732.1				799.0			11	%		1	%
Interest expense:
Interest on deposits:
Savings			19.6				12.0				11.5				14.8				19.7			63	%		*
Time deposits			4.4				5.2				9.1				15.9				21.3			(15	)%		(33	)%
Other interest-bearing deposits			10.4				4.5				3.1				3.8				5.9			NM			15	%
Certificates of deposit $100,000 and more			5.6				3.5				3.1				5.6				8.3			60	%		(9	)%
Interest on trading liabilities			15.0				16.0				15.4				13.6				10.5			(6	)%		9	%
Interest on short-term borrowings			4.7				3.2				4.7				4.7				5.3			47	%		(3	)%
Interest on term borrowings			29.1				38.4				34.6				36.3				39.3			(24	)%		(7	)%
Total interest expense			88.8				82.7				81.5				94.7				110.3			7	%		(5	)%
Net interest income			729.1				653.7				627.7				637.4				688.7			12	%		1	%
Provision for loan losses			11.0				9.0				27.0				55.0				78.0			22	%		(39	)%
Net interest income after provision for loan losses			718.1				644.7				600.7				582.4				610.7			11	%		4	%
Noninterest income:
Fixed income			268.6				231.3				200.6				272.4				334.9			16	%		(5	)%
Deposit transactions and cash management			108.6				112.8				111.9				114.4				120.2			(4	)%		(3	)%
Brokerage, management fees and commissions			42.9				46.5				49.1				42.3				34.9			(8	)%		5	%
Trust services and investment management			27.7				27.6				27.8				26.5				24.3			*			3	%
Bankcard income			24.4				22.2				23.7				20.5				22.4			10	%		2	%
Bank-owned life insurance			14.7				14.7				16.4				16.6				18.8			*			(6	)%
Debt securities gains/(losses), net			1.5				1.8				-				(0.4	)			0.3			(17	)%		50	%
Equity securities gains/(losses), net			(0.1	)			(0.5	)			2.9				2.2				0.4			80	%		NM
Gains on divestiture			-				-				-				0.1				0.2			NM			NM
All other income and commissions			64.2				60.7				117.7				90.0				114.9			6	%		(14	)%
Total noninterest income			552.4				517.3				550.1				584.6				671.3			7	%		(5	)%
Adjusted gross income after provision for loan losses			1,270.5				1,162.0				1,150.8				1,167.0				1,282.0			9	%		*
Noninterest expense:
Employee compensation, incentives, and benefits			562.9				511.6				478.2				529.0				640.9			10	%		(3	)%
Occupancy			50.9				51.1				54.0				50.6				49.0			*			1	%
Computer software			45.1				44.7				42.9				40.3				40.0			1	%		3	%
Operations services			41.9				39.3				35.2				35.2				35.4			7	%		4	%
Equipment rentals, depreciation, and maintenance			27.4				30.9				30.0				31.7				31.2			(11	)%		(3	)%
Advertising and public relations			21.6				19.2				18.7				18.2				17.4			13	%		6	%
FDIC premium expense			21.6				18.0				11.4				20.2				28.0			20	%		(6	)%
Legal fees			21.6				16.3				20.9				29.9				22.3			33	%		(1	)%
Professional fees			19.2				18.9				23.3				23.5				16.4			2	%		4	%
Communications and courier			14.3				15.8				16.1				18.0				18.3			(9	)%		(6	)%
Contract employment and outsourcing			10.1				14.5				19.4				35.9				41.2			(30	)%		(30	)%
Amortization of intangible assets			5.2				5.3				4.2				3.9				3.9			(2	)%		7	%
Repurchase and foreclosure provision/(provision credit)			(32.7	)			-				(4.3	)			170.0				299.3			NM			NM
All other expense			116.3				268.2				82.5				142.1				126.0			(57	)%		(2	)%
Total noninterest expense			925.2				1,053.8				832.5				1,148.5				1,369.5			(12	)%		(9	)%
Income/(loss) before income taxes			345.3				108.3				318.2				18.4				(87.5	)		NM			NM
Provision/(benefit) for income taxes			106.8				10.9				84.2				(19.4	)			(72.0	)		NM			NM
Income/(loss) from continuing operations			238.5				97.3				234.0				37.8				(15.5	)		NM			NM
Income/(loss) from discontinued operations, net of tax			-				-				-				0.5				0.1			NM			NM
Net income/(loss)			238.5				97.3				234.0				38.4				(15.4	)		NM			NM
Net income attributable to noncontrolling interest			11.5				11.4				11.5				11.5				11.5			1	%		*
Net income/(loss) attributable to controlling interest			227.0				85.9				222.5				26.9				(26.8	)		NM			NM
Preferred stock dividends			6.2				6.2				6.2				5.8				-			*			NM
Net income/(loss) available to common shareholders		$	220.8			$	79.7			$	216.3			$	21.1			$	(26.8	)		NM			NM
Fully taxable equivalent adjustment		$	11.6			$	10.7			$	9.6			$	7.6			$	7.0			8	%		13	%
Basic earnings/(loss) per common share from continuing operations		$	0.95			$	0.34			$	0.92			$	0.09			$	(0.11	)		NM			NM
Diluted earnings/(loss) per common share from continuing operations		$	0.94			$	0.34			$	0.91			$	0.09			$	(0.11	)		NM			NM
Basic earnings/(loss) per share available to common shareholders		$	0.95			$	0.34			$	0.92			$	0.09			$	(0.11	)		NM			NM
Diluted earnings/(loss) per share available to common shareholders		$	0.94			$	0.34			$	0.91			$	0.09			$	(0.11	)		NM			NM

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

Numbers may not add to total due to rounding.

NM – not meaningful.

*	Amount is less than one percent.
**	Compound annual growth rate.

179

FIRST HORIZON NATIONAL CORPORATION

CONSOLIDATED AVERAGE BALANCE SHEET AND RELATED YIELDS AND RATES (Unaudited)

(Fully taxable equivalent) (Dollars in millions)	2016
	Average Balance				Interest Income/ Expense				Average Yields/ Rates
Assets:
Earning assets:
Loans, net of unearned income (a)		$	18,303.9			$	689.9			3.77	%
Loans held-for-sale			124.3				5.5			4.43
Investment securities:
U.S. treasuries			0.1				-			0.97
U.S. government agencies			3,814.8				91.7			2.40
States and municipalities			5.1				0.4			7.95
Corporate bonds			10.0				0.5			5.25
Other			186.4				5.0			2.67
Total investment securities			4,016.4				97.6			2.43
Trading securities			1,212.9				32.3			2.66
Other earning assets:
Federal funds sold			23.4				0.3			1.11
Securities purchased under agreements to resell (b)			827.6				0.5			0.06
Interest-bearing cash			671.6				3.4			0.51
Total other earning assets			1,522.6				4.2			0.28
Total earning assets		$	25,180.1			$	829.5			3.29
Allowance for loan losses			(203.1	)
Cash and due from banks			320.5
Fixed income receivables			76.5
Premises and equipment, net			278.0
Other assets			1,775.2
Total assets/Interest income		$	27,427.2			$	829.5
Liabilities and shareholders’ equity:
Interest-bearing liabilities:
Interest-bearing deposits:
Savings		$	8,371.2			$	19.6			0.23	%
Time deposits			748.8				4.4			0.59
Other interest-bearing deposits			5,467.9				10.4			0.19
Total interest-bearing core deposits			14,587.9				34.4			0.24
Certificates of deposit $100,000 and more			550.0				5.6			1.02
Federal funds purchased			589.2				3.1			0.52
Securities sold under agreements to repurchase			425.5				0.3			0.08
Fixed income trading liabilities			771.0				15.0			1.95
Other short-term borrowings			198.4				1.3			0.67
Term borrowings			1,130.2				29.1			2.58
Total interest-bearing liabilities			18,252.2				88.8			0.49
Noninterest-bearing deposits			5,760.9
Fixed income payables			48.1
Other liabilities			674.6
Total liabilities			24,735.8
Shareholders’ equity			2,396.0
Noncontrolling interest			295.4
Total equity			2,691.4
Total liabilities and equity/Interest expense		$	27,427.2			$	88.8
Net interest income-tax equivalent basis/Yield						$	740.7			2.94	%
Fully taxable equivalent adjustment							(11.6	)
Net interest income						$	729.1
Net interest spread										2.80	%
Effect of interest-free sources used to fund earning assets										0.14
Net interest margin										2.94	%

Certain previously reported amounts have been revised to reflect the retroactive effect of the adoption of ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs.” See Note 1 – Summary of Significant Accounting Policies for additional information.

Yields and corresponding income amounts are adjusted to a FTE basis assuming a statutory federal income tax rate of 35 percent and, where applicable, state income taxes.

Earning assets yields are expressed net of unearned income. Rates are expressed net of unamortized debenture cost for long-term debt. Net interest margin is computed using total net interest income.

180

FIRST HORIZON NATIONAL CORPORATION

2015											2014											Average Balance Growth			Average Balance Growth
Average Balance				Interest Income/ Expense				Average Yields/ Rates			Average Balance				Interest Income/ Expense				Average Yields/ Rates
																						16/15			16/14 (c)
	$	16,624.4			$	609.4			3.67	%		$	15,521.0			$	580.5			3.74	%		10	%		9	%
		128.9				5.5			4.23				296.1				11.2			3.77			(4	)%		(35	)%
		0.1				-			0.97				27.0				-			0.06			*			(94	)%
		3,500.2				86.1			2.46				3,316.0				85.1			2.57			9	%		7	%
		12.7				0.5			3.52				17.7				0.5			2.72			(60	)%		(46	)%
		0.4				-			4.94				-				-			-			NM			NM
		183.6				7.5			4.08				191.9				8.1			4.23			2	%		(1	)%
		3,697.0				94.1			2.54				3,552.6				93.7			2.64			9	%		6	%
		1,294.3				36.4			2.81				1,117.5				32.7			2.93			(6	)%		4	%
		27.6				0.3			1.01				28.8				0.2			1.00			(15	)%		(10	)%
		776.3				(0.9	)		(0.12	)			651.0				(1.0	)		(0.15	)		7	%		13	%
		907.7				2.3			0.25				658.2				1.5			0.22			(26	)%		1	%
		1,711.6				1.7			0.10				1,338.0				0.7			0.06			(11	)%		7	%
		23,456.2				747.1			3.19				21,825.2				718.8			3.29			7	%		7	%
		(221.4	)										(243.9	)									(8	)%		(9	)%
		321.6											327.0										*			(1	)%
		63.1											55.2										21	%		18	%
		284.0											300.0										(2	)%		(4	)%
		1,732.5											1,729.5										2	%		1	%
	$	25,636.0			$	747.1						$	23,993.0			$	718.8						7	%		7	%
	$	7,496.2			$	12.0			0.16	%		$	6,592.0			$	11.5			0.18	%		12	%		13	%
		786.9				5.2			0.66				849.4				9.1			1.07			(5	)%		(6	)%
		4,748.7				4.5			0.09				3,800.6				3.1			0.08			15	%		20	%
		13,031.8				21.7			0.17				11,242.0				23.7			0.21			12	%		14	%
		393.1				3.5			0.89				493.4				3.1			0.63			40	%		6	%
		705.1				1.8			0.26				1,101.9				2.8			0.25			(16	)%		(27	)%
		370.1				0.2			0.06				447.8				0.3			0.08			15	%		(3	)%
		733.2				16.0			2.18				633.9				15.4			2.43			5	%		10	%
		165.0				1.1			0.67				532.0				1.6			0.30			20	%		(39	)%
		1,557.2				38.4			2.47				1,591.1				34.6			2.17			(27	)%		(16	)%
		16,955.5				82.7			0.49				16,042.1				81.5			0.51			8	%		7	%
		5,328.8											4,666.3										8	%		11	%
		35.2											36.1										37	%		15	%
		735.3											656.6										(8	)%		1	%
		23,054.8											21,401.1										7	%		8	%
		2,285.8											2,296.5										5	%		2	%
		295.4											295.4										*			*
		2,581.2											2,591.9										4	%		2	%
	$	25,636.0			$	82.7						$	23,993.0			$	81.5						7	%		7	%
					$	664.4			2.83	%						$	637.3			2.92	%
						(10.7	)										(9.6	)
					$	653.7										$	627.7
									2.70	%										2.78	%
									0.13											0.14
									2.83	%										2.92	%

* Amount less than one percent.

NM – not meaningful.

(a)	Includes loans on nonaccrual status.
(b)	Yields in 2015 and 2014 driven by negative market rates on reverse repurchase agreements.
(c)	Compound annual growth rate.

181

FIRST HORIZON NATIONAL CORPORATION

Total Shareholder Return Performance Graph

Notwithstanding anything to the contrary set forth in any of our previous filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate future filings by reference, including this annual report in whole or in part, the following Total Shareholder Return Performance Graph shall not be incorporated by reference into any such filings.

The following graph compares the yearly percentage change in our cumulative total shareholder return with returns based on the Standard and Poor’s 500 Index and the Keefe, Bruyette & Woods Regional Bank Index.

	2011			2012			2013			2014			2015			2016
First Horizon National Corp		$	100.00		$	124.39		$	148.88		$	176.34		$	191.66		$	269.05
S&P 500 Index			100.00			115.93			153.39			174.30			176.76			197.77
KBW Regional Bank Index			100.00			113.18			166.06			170.01			180.18			250.39

Source: Bloomberg

The preceding graph assumes $100 is invested on December 31, 2011 and dividends are reinvested. Returns are market-capitalization weighted.

182

FIRST HORIZON NATIONAL CORPORATION

EX-21

Exhibit 21

SUBSIDIARIES

The following are lists of consolidated subsidiaries of First Horizon National Corporation (“FHNC”) and of First Tennessee Bank National Association (“FTBNA”), and information concerning certain unconsolidated entities, all at December 31, 2016. Each consolidated subsidiary is 100% owned by FHNC directly or indirectly, except as described below in note (1) to the FHNC table and note (2) to the FTBNA table, and all are included in the Consolidated Financial Statements.

DIRECTLY OWNED CONSOLIDATED SUBSIDIARIES OF FHNC

Entity	Type of Ownership by FHNC		Jurisdiction of Incorporation or Organization
First Tennessee Bank National Association(1)		Direct	United States
Martin & Company, Inc.		Direct	Tennessee
First Horizon Merger Sub, LLC		Direct	Tennessee
First Tennessee Community Development Fund, LLC		Direct	Tennessee

(1) At December 31, 2016, 300,000 shares of non-voting preferred stock issued by this subsidiary are outstanding and are not owned by FHNC. That preferred stock has an aggregate liquidation preference amount of $300,000,000 and is not participating with the common stock in the event of liquidation. At December 31, 2016, divisions of this subsidiary did business in certain jurisdictions under the following names:  First Horizon, First Horizon Bank, First Horizon Home Loans, First Horizon Equity Lending, First Tennessee Home Loans, FTN Financial Capital Markets, FTN Financial Portfolio Advisors and FTB Advisors.

CONSOLIDATED SUBSIDIARIES OF FTBNA

Subsidiary of FTBNA	Type of Ownership by FTBNA		Jurisdiction of Incorporation or Organization
FTN Financial Main Street Advisors, LLC		Direct	Nevada
FTN Financial Capital Assets Corporation		Direct	Tennessee
FTN Financial Securities Corp.		Direct	Tennessee
FTN Financial Investment Corp. (1)		Direct	Delaware
First Tennessee New Markets Corporation		Direct	Tennessee
Vivarium Investment Fund, LLC		Indirect	Delaware
SR Memphis Investment Fund, LLC		Indirect	Delaware
FTB Advisors, Inc.		Direct	Tennessee
First Horizon ABS Trust 2006 – HE1 (2)		Direct	Delaware

1

Subsidiary of FTBNA	Type of Ownership by FTBNA		Jurisdiction of Incorporation or Organization
First Horizon Asset Securities, Inc.		Direct	Delaware
First Horizon Insurance Services, Inc.		Direct	Tennessee
First Horizon Insurance Agency, Inc. (3)		Direct	Georgia
FTB Advisors Insurance Services, Inc.		Direct	Tennessee
FT Leasing, Inc.		Direct	Tennessee
Hickory Venture Capital Corporation		Direct	Alabama
JPO, Inc.		Direct	Tennessee
FTRE Holding, LLC		Direct	Delaware
FT Real Estate Securities Company, Inc.		Indirect	Delaware
First Horizon Preferred Funding, Inc.		Indirect	Delaware
FTB Securities Investment I, LLC		Indirect	Delaware
First Horizon Preferred Funding II, Inc.		Indirect	Delaware
FTB Securities Investment II, LLC		Indirect	Delaware
First Horizon Preferred Funding III, Inc.		Indirect	Delaware
First Horizon Preferred Funding IV, Inc.		Indirect	Maryland
First Tennessee Housing Corporation		Direct	Tennessee
CC Community Development Holdings, Inc.		Indirect	Tennessee
First Horizon Community Development Enterprises, LLC		Direct	Tennessee
First Horizon CDE 1, LLC		Direct	Tennessee
First Horizon CDE 2, LLC		Direct	Tennessee
First Horizon CDE 3, LLC		Direct	Tennessee
FT Building, LLC		Direct	Tennessee
PODS Ventures LLC		Direct	North Carolina

(1)	Dissolved January 2017.
(2)	Consolidated subsidiary is not wholly-owned directly or indirectly by FHNC at December 31, 2016. First Horizon ABS Trust 2006 – HE1 is a trust to which FTBNA transferred certain assets. That trust issued debt securities secured by those assets.  FTBNA retains certain rights as transferor.
(3)	Inactive at December 31, 2016.

2

EX-23

Exhibit 23

Consent of Independent Registered Public Accounting Firm

The Board of Directors
First Horizon National Corporation:

We consent to the incorporation by reference in registration statement No. 333-209126 on Form S-3 and registration statements Nos. 33-57241, 33-64471, 333-16225, 333-16227, 333-70075, 333-91137, 333-92145, 333-56052, 333-73440, 333-73442, 333-108738, 333-108750, 333-109862, 333-123404, 333-124297, 333-124299, 333-133635, 333-156614, 333-166818, 333-181162, 333-211120, and 333-212850 on Forms S-8 of First Horizon National Corporation (the Company) of our reports dated February 27, 2017, with respect to the Company’s consolidated statements of condition as of December 31, 2016 and 2015, and the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2016, and the effectiveness of internal control over financial reporting as of December 31, 2016, which reports appear in the December 31, 2016 Annual Report on Form 10-K of the Company.

/s/ KPMG LLP
Memphis, Tennessee
February 27, 2017

EX-24

Exhibit 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint WILLIAM C. LOSCH III, JEFF L. FLEMING, CLYDE A. BILLINGS, JR., and DANE P. SMITH, jointly and each of them severally, his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him or her and in his or her name, place, and stead, in any and all capacities, to execute and sign the Annual Report on Form 10-K for the fiscal year ended December 31, 2016 to be filed with the Securities and Exchange Commission (the “SEC”) pursuant to the provisions of the Securities Exchange Act of 1934 by First Horizon National Corporation and, further, to execute and sign any and all amendments thereto and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, or their or his or her substitute or substitutes, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all the acts that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date
/s/ D. Bryan Jordan	Chairman of the Board, President, and Chief Executive Officer and Director (principal executive officer)	February 27, 2017
D. Bryan Jordan
/s/ William C. Losch III	Executive Vice President and Chief Financial Officer (principal financial officer)	February 27, 2017
William C. Losch III
/s/ Jeff L. Fleming	Executive Vice President and Chief Accounting Officer (principal accounting officer)	February 27, 2017
Jeff L. Fleming
/s/ John C. Compton	Director	February 27, 2017
John C. Compton
/s/ Mark A. Emkes	Director	February 27, 2017
Mark A. Emkes
/s/ Corydon J. Gilchrist	Director	February 27, 2017
Corydon J. Gilchrist

1 of 2

Signature	Title	Date
/s/ R. Brad Martin	Director	February 27, 2017
R. Brad Martin
/s/ Scott M. Niswonger	Director	February 27, 2017
Scott M. Niswonger
/s/ Vicki R. Palmer	Director	February 27, 2017
Vicki R. Palmer
/s/ Colin V. Reed	Director	February 27, 2017
Colin V. Reed
/s/ Cecelia D. Stewart	Director	February 27, 2017
Cecelia D. Stewart
/s/ Rajesh Subramaniam	Director	February 27, 2017
Rajesh Subramaniam
/s/ Luke Yancy III	Director	February 27, 2017
Luke Yancy III

2

EX-31.(A)

Exhibit 31(a)

FIRST HORIZON NATIONAL CORPORATION
RULE 13a-14(a) CERTIFICATIONS OF CEO
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(ANNUAL REPORT)

CERTIFICATIONS

I, D. Bryan Jordan, certify that:

1. I have reviewed this annual report on Form 10-K of First Horizon National Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 27, 2017

/s/ D. Bryan Jordan

D. Bryan Jordan

Chairman of the Board, President and Chief Executive Officer

EX-31.(B)

Exhibit 31(b)

FIRST HORIZON NATIONAL CORPORATION
RULE 13a-14(a) CERTIFICATIONS OF CFO
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(ANNUAL REPORT)

CERTIFICATIONS

I, William C. Losch III, certify that:

1. I have reviewed this annual report on Form 10-K of First Horizon National Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 27, 2017

/s/ William C. Losch III

William C. Losch III

Executive Vice President and Chief Financial Officer

EX-32.(A)

Exhibit 32(a)

CERTIFICATION OF PERIODIC REPORT
18 USC 1350 CERTIFICATIONS OF CEO
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
As Codified at 18 U.S.C. Section 1350

I, the undersigned D. Bryan Jordan, Chairman of the Board, President and Chief Executive Officer of First Horizon National Corporation (“Corporation”), hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, as follows:

1. The Corporation’s Annual Report on Form 10-K for the year ended December 31, 2016, (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934.

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

Dated: February 27, 2017

/s/ D. Bryan Jordan

D. Bryan Jordan

Chairman of the Board, President and Chief Executive Officer

EX-32.(B)

Exhibit 32(b)

CERTIFICATION OF PERIODIC REPORT
18 USC 1350 CERTIFICATIONS OF CFO
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
As Codified at 18 U.S.C. Section 1350

I, the undersigned William C. Losch III, Executive Vice President and Chief Financial Officer of First Horizon National Corporation (“Corporation”), hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, as follows:

1. The Corporation’s Annual Report on Form 10-K for the year ended December 31, 2016, (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934.

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

Dated: February 27, 2017

/s/ William C. Losch III

William C. Losch III

Executive Vice President and Chief Financial Officer

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Document And Entity Information - USD ($) $ in Billions	12 Months Ended
	Dec. 31, 2016	Jan. 31, 2017	Jun. 30, 2016
Document And Entity Information [Abstract]
Entity Registrant Name	FIRST HORIZON NATIONAL CORP
Entity Central Index Key	0000036966
Document Type	10-K
Document Period End Date	Dec. 31, 2016
Amendment Flag	false
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	FY
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		233,679,160
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well Known Seasoned Issuer	Yes
Entity Public Float			$ 3.1
Trading Symbol	FHN

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Consolidated Statements Of Condition - USD ($) $ in Thousands		Dec. 31, 2016		Dec. 31, 2015
Assets:
Cash and due from banks		$ 373,274		$ 300,811
Federal funds sold		50,838		114,479
Securities purchased under agreements to resell (Note 23)		613,682		615,773
Total cash and cash equivalents		1,037,794		1,031,063
Interest-bearing cash		1,060,034		602,836
Trading securities		897,071		881,450
Loans held-for-sale	[1]	111,248		126,342
Securities available-for-sale (Note 3)		3,943,499	[2]	3,929,846	[3]
Securities held-to-maturity (Note 3)		14,347		14,320
Loans, net of unearned income (Note 4)	[4]	19,589,520		17,686,502
Less: Allowance for loan losses (Note 5)		202,068		210,242
Total net loans		19,387,452		17,476,260
Goodwill (Note 7)		191,371		191,307
Other intangible assets, net (Note 7)	[5]	21,017		26,215
Fixed income receivables		57,411		63,660
Premises and equipment, net (December 31, 2016 includes $5.8 million classified as held-for-sale) (Note 6)		289,385		275,619
Real estate acquired by foreclosure	[6]	16,237		33,063
Derivative assets (Note 22)		121,654		104,365
Other assets		1,406,711		1,436,291
Total assets		28,555,231		26,192,637
Deposits:
Savings		9,428,197		7,811,191
Time deposits (Note 8)		706,700		788,487
Other interest-bearing deposits		5,948,439		5,388,526
Certificates of deposit $100,000 and more (Note 8)		648,433		443,389
Interest-bearing		16,731,769		14,431,593
Noninterest-bearing		5,940,594		5,535,885
Total deposits		22,672,363		19,967,478
Federal funds purchased (Note 9)		414,207		464,166
Securities sold under agreements to repurchase (Note 9 and Note 23)		453,053		338,133
Trading liabilities (Note 9)		561,848		566,019
Other short-term borrowings (Note 9)		83,177		137,861
Term borrowings (Note 10)		1,040,656		1,312,677
Fixed income payables		21,002		23,072
Derivative liabilities (Note 22)		135,897		108,339
Other liabilities		467,944		635,306
Total liabilities		25,850,147		23,553,051
First Horizon National Corporation Shareholders' Equity:
Preferred stock - Series A, non-cumulative perpetual, no par value, liquidation preference of $100,000 per share - (shares authorized - 1,000; shares issued - 1,000 on December 31, 2016 and 2015) (Note 11)		95,624		95,624
Common stock - $.625 par value (shares authorized - 400,000,000; shares issued - 233,623,686 on December 31, 2016 and 238,586,637 on December 31, 2015)		146,015		149,117
Capital surplus		1,386,636		1,439,303
Undivided profits		1,029,032		874,303
Accumulated other comprehensive loss, net (Note 14)		(247,654)		(214,192)
Total First Horizon National Corporation Shareholders' Equity		2,409,653		2,344,155
Noncontrolling interest (Note 11)		295,431		295,431
Total equity		2,705,084		2,639,586
Total liabilities and equity		$ 28,555,231		$ 26,192,637

[1] December 31, 2016 and 2015 include $19.3 million and $22.4 million, respectively, of held-for-sale consumer mortgage loans secured by residential real estate in process of foreclosure.

[2] Includes $ 3 . 3 billion of securities pledged to secure public deposits, securities sold under agreements to repurchase, and for other purposes.

[3] Includes $ 2.9 billion of securities pledged to secure public deposits, securities sold under agreements to repu rchase, and for other purposes .

[4] December 31, 2016 and 2015 include $28.5 million and $29. 7 million, respectively, of held-to-maturity consumer mortgage loans secured by residential real estate in process of foreclosure.

[5] Represents customer lists, acquired contracts, core deposit intangibles, and covenants not to compete

[6] December 31, 2016 and 2015 include $8.1 million and $14.6 million, respectively, of foreclosed residential real estate.

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Consolidated Statements of Condition (Parenthetical) - USD ($) $ in Thousands		Dec. 31, 2016	Dec. 31, 2015
Real estate acquired by foreclosure	[1]	$ 16,237	$ 33,063
Common stock, par value		$ 0.625	$ 0.625
Common stock, shares authorized		400,000,000	400,000,000
Common stock, shares issued		233,623,686	238,586,637
Preferred stock, no par value		$ 0	$ 0
Preferred Stock Liquidation Preference Value		$ 100,000	$ 100,000
Preferred stock, shares authorized		1,000	1,000
Preferred stock, shares issued		1,000	1,000
Premises and Equipment classified as held-for-sale		$ 5,800
Residential Real Estate [Member]
Mortgage Loans In Process Of Foreclosure Amount		28,500	$ 29,700
Real estate acquired by foreclosure		8,100	14,600
Residential Real Estate [Member] | Loans Held For Sale [Member]
Mortgage Loans In Process Of Foreclosure Amount		$ 19,300	$ 22,400

[1] December 31, 2016 and 2015 include $8.1 million and $14.6 million, respectively, of foreclosed residential real estate.

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Consolidated Statements Of Income - USD ($) shares in Thousands, $ in Thousands		12 Months Ended
		Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Interest income:
Interest and fees on loans		$ 679,917	$ 600,313	$ 571,798
Interest on investment securities available-for-sale		96,671	93,626	93,233
Interest on investment securities held-to-maturity		789	283	287
Interest on loans held-for-sale		5,506	5,457	11,170
Interest on trading securities		30,779	35,074	31,991
Interest on other earning assets		4,247	1,652	770
Total interest income		817,909	736,405	709,249
Interest on deposits:
Savings		19,608	11,992	11,562
Time deposits		4,410	5,186	9,076
Other interest-bearing deposits		10,357	4,491	3,078
Certificates of deposit $100,000 and more		5,611	3,481	3,090
Interest on trading liabilities		15,000	15,976	15,390
Interest on short-term borrowings		4,736	3,172	4,765
Interest on term borrowings		29,103	38,387	34,570
Total interest expense		88,825	82,685	81,531
Net interest income		729,084	653,720	627,718
Provision for loan losses		11,000	9,000	27,000
Net interest income after provision for loan losses		718,084	644,720	600,718
Noninterest income:
Fixed income		268,561	231,337	200,595
Deposit transactions and cash management		108,553	112,843	111,951
Brokerage, management fees and commissions		42,911	46,496	49,099
Trust services and investment management		27,727	27,577	27,777
Bankcard income		24,430	22,238	23,697
Bank-owned life insurance		14,687	14,726	16,394
Debt secutities gains/(losses), net (Note 3 and Note 14)		1,485	1,836	0
Equity securities gains/(losses), net (Note 3)		(144)	(458)	2,872
All other income and commissions (Note 13)		64,231	60,730	117,659
Total noninterest income		552,441	517,325	550,044
Adjusted gross income after provision for loan losses		1,270,525	1,162,045	1,150,762
Noninterest expense:
Employee compensation, incentives, and benefits		562,948	511,633	478,159
Occupancy		50,880	51,117	54,018
Computer software		45,122	44,724	42,931
Operations services		41,852	39,261	35,247
Equipment rentals, depreciation, and maintenance		27,385	30,864	29,964
Advertising and public relations		21,612	19,187	18,683
FDIC premium expense		21,585	18,027	11,464
Legal fees		21,558	16,287	20,907
Professional fees		19,169	18,922	23,298
Communications and courier		14,265	15,820	16,074
Contract employment and outsourcing		10,061	14,494	19,420
Amortization of intangible assets	[1]	5,198	5,253	4,170
Repurchase and foreclosure provision/(provision credit)		(32,722)	0	(4,300)
All other expense (Note 13)		116,291	268,202	82,496
Total noninterest expense		925,204	1,053,791	832,531
Income/(loss) before income taxes		345,321	108,254	318,231
Provision/(benefit) for income taxes		106,810	10,941	84,185
Net income/(loss)		238,511	97,313	234,046
Net income attributable to noncontrolling interest		11,465	11,434	11,527
Net income/(loss) attributable to controlling interest		227,046	85,879	222,519
Preferred stock dividends		6,200	6,200	6,200
Net income/(loss) available to common shareholders		$ 220,846	$ 79,679	$ 216,319
Basic earnings/(loss) per share (Note 16)		$ 0.95	$ 0.34	$ 0.92
Diluted earnings/(loss) per share (Note 16)		$ 0.94	$ 0.34	$ 0.91
Weighted average common shares (Note 16)		232,700	234,189	234,997
Diluted average common shares (Note 16)		235,292	236,266	236,735
Cash dividends declared per common share		$ 0.28	$ 0.24	$ 0.2

[1] Represents customer lists, acquired contracts, core deposit intangibles, and covenants not to compete

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Consolidated Statements Of Comprehensive Income - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Statements of Comprehensive Income/(loss)
Net income/(loss)	$ 238,511	$ 97,313	$ 234,046
Other comprehensive income/(loss), net of tax:
Net unrealized gains/(losses) on securities available-for-sale	(20,626)	(15,187)	29,822
Net unrealized gains/(losses) on cash flow hedges	(1,265)	0	0
Net unrealized gains/(losses) on pension and other postretirement plans	(11,571)	(10,759)	(68,059)
Other comprehensive income/(loss)	(33,462)	(25,946)	(38,237)
Comprehensive income	205,049	71,367	195,809
Comprehensive income attributable to noncontrolling interest	11,465	11,434	11,527
Comprehensive income attributable to controlling interest	193,584	59,933	184,282
Income tax expense/(benefit) of items included in Other comprehensive income:
Net unrealized gains/(losses) on securities available-for-sale	(12,810)	(9,445)	18,135
Net unrealized gains/(losses) on cash flow hedges	(780)	0	0
Net unrealized gains/(losses) on pension and other postretirement plans	$ (7,172)	$ (6,689)	$ (42,842)

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Consolidated Statements of Equity-K - USD ($) shares in Thousands, $ in Thousands		Total		Preferred Stock Class A Preferred Stock	Common Stock	Capital Surplus	Undivided Profits	Accumulated Other Comprehensive Income/(Loss)	[1]	Noncontrolling Interest
Balance, at Dec. 31, 2013		$ 2,488,377		$ 95,624	$ 147,731	$ 1,416,767	$ 682,833	$ (150,009)		$ 295,431
Balance, shares at Dec. 31, 2013		236,370
Net income/(loss)		$ 234,046		0	0	0	222,519	0		11,527
Other Comprehensive Income (Loss), Net Of Tax [Abstract]
Net unrealized gains/(losses) on securities available-for-sale		29,822		0	0	0	0	29,822		0
Net unrealized gains/(losses) on cash flow hedges		0
Net unrealized gains/(losses) on pension and other postretirement plans		(68,059)		0	0	0	0	(68,059)		0
Comprehensive income		195,809		0	0	0	222,519	(38,237)		11,527
Cash dividends declared:
Preferred stock ($6,200 per share)		(6,200)		0	0	0	(6,200)	0		0
Common stock ($.28 per share for 2016, $.24 per share for 2015, and $.20 per share for 2014)		(47,567)		0	0	0	(47,567)	0		0
Common stock repurchased		$ (43,579)	[2]	0	(2,221)	(41,358)	0	0		0
Common stock repurchased, shares	[2]	(3,554)
Common stock issued for:
Stock options and restricted stock-equity awards		$ 2,146		0	877	1,269	0	0		0
Stock options and restricted stock - equity awards, shares		1,404
Tax benefit/(benefit reversal)-stock based compensation expense		$ (7,220)		0	0	(7,220)	0	0		0
Stock-based compensation expense		11,351		0	0	11,351	0	0		0
Dividends declared-noncontrolling interest of subsidiary preferred stock		(11,527)		0	0	0	0	0		(11,527)
Balance, at Dec. 31, 2014		$ 2,581,590		95,624	146,387	1,380,809	851,585	(188,246)		295,431
Balance, shares at Dec. 31, 2014		234,220
Net income/(loss)		$ 97,313		0	0	0	85,879	0		11,434
Other Comprehensive Income (Loss), Net Of Tax [Abstract]
Net unrealized gains/(losses) on securities available-for-sale		(15,187)		0	0	0	0	(15,187)		0
Net unrealized gains/(losses) on cash flow hedges		0
Net unrealized gains/(losses) on pension and other postretirement plans		(10,759)		0	0	0	0	(10,759)		0
Comprehensive income		71,367		0	0	0	85,879	(25,946)		11,434
Cash dividends declared:
Preferred stock ($6,200 per share)		(6,200)		0	0	0	(6,200)	0		0
Common stock ($.28 per share for 2016, $.24 per share for 2015, and $.20 per share for 2014)		(56,961)		0	0	0	(56,961)	0		0
Common stock repurchased		$ (32,648)	[2]	0	(1,423)	(31,225)	0	0		0
Common stock repurchased, shares	[2]	(2,277)
Common stock issued for:
Stock options and restricted stock-equity awards		$ 6,929		0	969	5,960	0	0		0
Stock options and restricted stock - equity awards, shares		1,550
Equity issued for acquisition, value		$ 72,791		0	3,184	69,607	0	0		0
Equity issued for acquisition, shares		5,094
Tax benefit/(benefit reversal)-stock based compensation expense		$ 356		0	0	356	0	0		0
Stock-based compensation expense		13,796		0	0	13,796	0	0		0
Dividends declared-noncontrolling interest of subsidiary preferred stock		(11,434)		0	0	0	0	0		(11,434)
Balance, at Dec. 31, 2015		$ 2,639,586		95,624	149,117	1,439,303	874,303	(214,192)		295,431
Balance, shares at Dec. 31, 2015		238,587
Net income/(loss)		$ 238,511		0	0	0	227,046	0		11,465
Other Comprehensive Income (Loss), Net Of Tax [Abstract]
Net unrealized gains/(losses) on securities available-for-sale		(20,626)		0	0	0	0	(20,626)		0
Net unrealized gains/(losses) on cash flow hedges		(1,265)		0	0	0	0	(1,265)		0
Net unrealized gains/(losses) on pension and other postretirement plans		(11,571)		0	0	0	0	(11,571)		0
Comprehensive income		205,049		0	0	0	227,046	(33,462)		11,465
Cash dividends declared:
Preferred stock ($6,200 per share)		(6,200)		0	0	0	(6,200)	0		0
Common stock ($.28 per share for 2016, $.24 per share for 2015, and $.20 per share for 2014)		(66,160)		0	0	0	(66,160)	0		0
Common stock repurchased		$ (97,396)	[2]	0	(4,783)	(92,613)	0	0		0
Common stock repurchased, shares	[2]	(7,653)
Common stock issued for:
Stock options and restricted stock-equity awards		$ 22,521		0	1,681	20,840	0	0		0
Stock options and restricted stock - equity awards, shares		2,690
Tax benefit/(benefit reversal)-stock based compensation expense		$ 1,613		0	0	1,613	0	0		0
Stock-based compensation expense		17,536		0	0	17,536	0	0		0
Dividends declared-noncontrolling interest of subsidiary preferred stock		(11,465)		0	0	0	0	0		(11,465)
Other		0		0	0	(43)	43	0		0
Balance, at Dec. 31, 2016		$ 2,705,084		$ 95,624	$ 146,015	$ 1,386,636	$ 1,029,032	$ (247,654)		$ 295,431
Balance, shares at Dec. 31, 2016		233,624

[1] Due to the nature of the preferred stock issued by FHN's subsidiaries, all components of other comprehensive income/(loss) have been attributed solely to FHN as the controlling interest holder.

[2] 2016, 2015 and 2014 include $93.5 million, $28.4 million and $38.5 million, respectively, repurchased under share repurchase programs.

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Consolidated Statements Of Equity (Parenthetical)-K - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Common stock repurchased	[1]	$ 97,396	$ 32,648	$ 43,579
Common Stock
Common stock - cash dividends declared per share		$ 0.28	$ 0.24	$ 0.2
Common stock repurchased		$ 4,783	$ 1,423	$ 2,221
Common Stock | Stock Repurchase Authorization [Member]
Common stock repurchased		$ 93,500	$ 28,400	$ 38,500
Class A Preferred Stock
Preferred Stock Dividends Per Share Declared		$ 6,200	$ 6,200	$ 6,200

[1] 2016, 2015 and 2014 include $93.5 million, $28.4 million and $38.5 million, respectively, repurchased under share repurchase programs.

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Consolidated Statements Of Cash Flow - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2016		Dec. 31, 2015	Dec. 31, 2014
Operating Activities
Net income/(loss)		$ 238,511		$ 97,313	$ 234,046
Adjustments to reconcile net income/(loss) to net cash provided/(used) by operating activities:
Provision for loan losses		11,000		9,000	27,000
Provision/(benefit) for deferred income taxes		79,604		24,196	3,729
Depreciation and amortization of premises and equipment		32,387		35,780	35,715
Amortization of intangible assets	[1]	5,198		5,253	4,170
Net other amortization and accretion		27,088		19,710	17,009
Net (increase)/decrease in derivatives		1,886		(6,617)	170
Fair value adjustment on mortgage servicing rights		0		0	(1,248)
Repurchase and foreclosure provision/(provision credit)		(31,400)		0	(4,300)
Losses and write-downs on other real estate, net		8		1,258	2,160
Litigation and regulatory matters		13,400		15,118	56,187
Stock-based compensation expense		17,536		13,796	11,351
(Tax benefit)/benefit reversal stock-based compensation expense		(1,613)		(356)	7,220
Equity securities (gains)/losses, net		144		458	(2,872)
Debt securities (gains)/losses, net		(1,485)		(1,836)	0
Gain on extinguishment of debt		0		(5,793)	4,166
Loss on deconsolidation of securitization trusts		0		0	1,960
Net (gains)/losses on sale/disposal of fixed assets		3,447		454	1,906
Proceeds from sale of mortgage servicing rights		0		0	70,204
Loans held-for-sale:
Purchases and originations		(165,887)		(9,731)	(23,960)
Gross proceeds from settlements and sales		181,136		25,587	300,984
(Gain)/loss due to fair value adjustments and other		(155)		(913)	(48,157)
Qualified pension plan contribution		(165,000)		0	0
Net (increase)/decrease in:
Trading securities		(18,050)		311,210	(392,806)
Fixed income receivables		6,249		(21,172)	2,767
Interest receivable		1,627		4,804	1,911
Other assets		(7,191)		(78,824)	294,139
Net increase/(decrease) in:
Trading liabilities		(4,171)		(28,295)	225,966
Fixed income payables		(2,070)		4,915	(3,016)
Interest payable		(4,535)		(9,124)	169
Other liabilities		(36,546)		(39,153)	(121,862)
Total adjustments		(57,393)		269,725	470,662
Net cash provided/(used) by operating activities		181,118		367,038	704,708
Available-for-sale securities:
Sales		444,222		69,650	7,829
Maturities		736,956		664,335	627,487
Purchases		(1,239,912)		(1,066,194)	(751,365)
Held-to-maturity securities:
Purchases		0		(10,000)	0
Premises and equipment:
Sales		11,396		41,143	3,507
Purchases		(62,554)		(39,947)	(31,404)
Proceeds from sale of other real estate		27,135		23,253	53,046
Net (increase)/decrease in:
Loans		(1,931,026)	[2]	(1,216,419)	(917,848)
Interests retained from securitizations classified as trading securities		2,429		1,731	1,692
Interest-bearing cash		(457,198)		1,019,131	(891,670)
Cash received/(paid) for business combination, net		0		(5,087)	413,352
Net cash provided/(used) by investing activities		(2,468,552)		(518,404)	(1,485,374)
Common stock:
Stock options exercised		22,479		7,219	1,864
Cash dividends paid		(63,504)		(53,947)	(47,366)
Repurchase of shares	[3]	(97,396)		(32,648)	(43,579)
Tax benefit/(benefit reversal) stock-based compensation expense		1,613		356	(7,220)
Cash dividends paid - preferred stock - noncontrolling interest		(11,434)		(11,559)	(11,465)
Cash dividends paid - Series A preferred stock		(6,200)		(6,200)	(6,200)
Term borrowings:
Issuance		100		495,555	396,393
Payments/maturities		(267,527)		(1,026,708)	(23,572)
Increases in restricted and secured term borrowings		0		0	2,310
Net cash paid to deconsolidate/collapse securitization trusts		0		0	(225,151)
Net increase/(decrease) in:
Deposits		2,705,757		1,555,280	898,232
Short-term borrowings		10,277		(816,324)	89,916
Net cash provided/(used) by financing activities		2,294,165		111,024	1,024,162
Net increase/(decrease) in cash and cash equivalents		6,731		(40,342)	243,496
Cash and cash equivalents at beginning of period		1,031,063		1,071,405	827,909
Cash and cash equivalents at end of period		1,037,794		1,031,063	1,071,405
Supplemental Disclosures
Total interest paid		92,456		90,722	81,151
Total taxes paid		11,609		14,990	77,779
Total taxes refunded		3,950		33,909	3,947
Transfer from loans to other real estate owned		$ 10,317		$ 16,728	$ 23,566

[1] Represents customer lists, acquired contracts, core deposit intangibles, and covenants not to compete

[2] 2016 includes $ 537.4 million UPB of loans acquired from GE Capital.

[3] 2016 , 2015 and 2014 include $ 93 . 5 million , $ 28.4 million and $ 38.5 million, respectively, repurchased under share repurchase programs.

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Consolidated Statements Of Cash Flow (Parenthetical) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Shares repurchased under the share repurchase program, value	[1]	$ 97,396	$ 32,648	$ 43,579
As Acquired [Member] | GE Capital Member [Member]
Loans acquired		537,400
Stock Repurchase Authorization
Shares repurchased under the share repurchase program, value		$ 93,500	$ 28,400	$ 38,500

[1] 2016 , 2015 and 2014 include $ 93 . 5 million , $ 28.4 million and $ 38.5 million, respectively, repurchased under share repurchase programs.

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Financial Information

12 Months Ended

Dec. 31, 2016

Financial Information [Abstract]

Financial Information

Notes to the Consolidated Financial Statements

Note 1 – Summary of Significant Accounting Policies

Basis of Accounting. The consolidated financial statements of First Horizon National Corporation (“FHN”), including its subsidiaries, have been prepared in conformity with accounting principles generally accepted in the United States of America and follow general practices within the industries in which it operates. This preparation requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. These estimates and assumptions are based on information available as of the date of the financial statements and could differ from actual results.

Principles of Consolidation and Basis of Presentation. The consolidated financial statements include the accounts of FHN and other entities in which it has a controlling financial interest. Variable Interest Entities (“VIEs”) for which FHN or a subsidiary has been determined to be the primary beneficiary are also consolidated. Affiliates for which FHN is not considered the primary beneficiary and in which FHN does not have a controlling financial interest are accounted for by the equity method. These investments are included in other assets, and FHN’s proportionate share of income or loss is included in noninterest income. All significant intercompany transactions and balances have been eliminated. For purposes of comparability, certain prior period amounts have been reclassified to conform to current year presentation.

Business Combinations. FHN accounts for acquisitions meeting the definition of a business combination in accordance with ASC 805, "Business Combinations," which requires acquired assets and liabilities (other than tax and certain benefit plan balances) to be recorded at fair value. Business combinations are included in the financial statements from the respective dates of acquisition. Acquisition related costs are expensed as incurred.

Revenue Recognition. FHN derives a significant portion of its revenues from fee-based services. Noninterest income from transaction-based fees is generally recognized when the transactions are completed. Noninterest income from service-based fees is generally recognized over the period in which FHN provides the service.

Deposit Transactions and Cash Management. Deposit transactions and cash management include fees for services related to consumer and commercial deposit products (such as service charges on checking accounts), cash management products and services such as electronic transaction processing (Automated Clearing House and Electronic Data Interchange), account reconciliation services, cash vault services, lockbox processing, and information reporting to large corporate clients.

Insurance Commissions. Insurance commissions are derived from the sale of insurance products, including acting as an independent agent to provide life, long-term care, and disability insurance.

Trust Services and Investment Management. Trust services and investment management fees include investment management, personal trust, employee benefits, and custodial trust services.

Brokerage, Management Fees and Commissions. Brokerage, management fees and commissions include fees for portfolio management, trade commissions, and annuity and mutual fund sales.

Statements of Cash Flows. For purposes of these statements, cash and due from banks, federal funds sold, and securities purchased under agreements to resell are considered cash and cash equivalents. Federal funds are usually sold for one-day periods, and securities purchased under agreements to resell are short-term, highly liquid investments.

Trading Activities. Securities purchased in connection with underwriting or dealer activities (long positions) are carried at fair market value as trading securities. Gains and losses, both realized and unrealized, on these securities are reflected in fixed income noninterest income. Trading liabilities include securities that FHN has sold to other parties but does not own (short positions). FHN is obligated to purchase securities at a future date to cover the short positions. Assets and liabilities for unsettled trades are recorded on the Consolidated Statements of Condition as “Fixed income receivables” or “Fixed income payables.” Retained interests from sales and securitizations of first lien mortgages are recognized at fair value as trading securities with gains and losses, both realized and unrealized, recognized in other income on the Consolidated Statements of Income. Cash receipts and payments are classified in investing activities on the Consolidated Statements of Cash Flows based on the purpose for which such financial assets were retained.

Investment Securities. Investment securities are reviewed quarterly for possible other-than-temporary impairment (“OTTI”). The review includes an analysis of the facts and circumstances of each individual investment such as the degree of loss, the length of time the fair value has been below cost, the expectation for that security’s performance, the creditworthiness of the issuer and FHN’s intent and ability to hold the security. Debt securities that may be sold prior to maturity and equity securities are classified as securities available-for-sale (“AFS”) and are carried at fair value. The unrealized gains and losses on securities available-for-sale, including debt securities for which no credit impairment exists, are excluded from earnings and are reported, net of tax, as a component of other comprehensive income within shareholders’ equity and the Statements of Comprehensive Income. Debt securities which management has the intent and ability to hold to maturity (“HTM”) are reported at amortized cost.

Realized gains and losses for investment securities are determined by the specific identification method and reported in noninterest income. Declines in value judged to be other-than-temporary based on FHN’s analysis of the facts and circumstances related to an individual investment, including securities that FHN has the intent to sell, are also determined by the specific identification method. For HTM debt securities, OTTI recognized is typically credit-related and is reported in noninterest income. For impaired AFS debt securities that FHN does not intend to sell and will not be required to sell prior to recovery but for which credit losses exist, the OTTI recognized is separated between the total impairment related to credit losses which is reported in noninterest income, and the impairment related to all other factors which is excluded from earnings and reported, net of tax, as a component of other comprehensive income within shareholders’ equity and the Statements of Comprehensive Income.

National banks chartered by the federal government are, by law, members of the Federal Reserve System. Each member bank is required to own stock in its regional Federal Reserve Bank ("FRB"). Given this requirement, FRB stock may not be sold, traded, or pledged as collateral for loans. Membership in the Federal Home Loan Bank (“FHLB”) network requires ownership of capital stock. Member banks are entitled to borrow funds from the FHLB and are required to pledge mortgage loans as collateral. Investments in the FHLB are non-transferable and, generally, membership is maintained primarily to provide a source of liquidity as needed. Other equity investments include a mutual fund which is recognized at net asset value as well as various cost method investments that are subject to impairment reviews when recovery of the recorded investment is considered uncertain.

Securities Purchased Under Agreements to Resell and Securities Sold Under Agreements to Repurchase. FHN enters into short-term securities purchased under agreements to resell transactions which are accounted for as collateralized financings except where FHN does not have an agreement to sell the same or substantially the same securities before maturity at a fixed or determinable price. All of FHN’s securities purchased under agreements to resell are recognized as collateralized financings. Securities delivered under these transactions are delivered to either the dealer custody account at the FRB or to the applicable counterparty. Securities sold under agreements to repurchase are offered to cash management customers as an automated, collateralized investment account. Securities sold under agreements to repurchase are also used by the consumer/commercial bank to obtain favorable borrowing rates on its purchased funds. All of FHN's securities sold under agreements to repurchase are secured borrowings.

Collateral is valued daily and FHN may require counterparties to deposit additional securities or cash as collateral, or FHN may return cash or securities previously pledged by counterparties, or FHN may be required to post additional securities or cash as collateral, based on the contractual requirements for these transactions.

FHN’s fixed income business utilizes securities borrowing arrangements as part of its trading operations. Securities borrowing transactions generally require FHN to deposit cash with the securities lender. The amount of cash advanced is recorded within Securities purchased under agreements to resell in the Consolidated Statements of Condition. These transactions are not considered purchases and the securities borrowed are not recognized by FHN. FHN does not conduct securities lending transactions.

Loans Held-for-Sale.Loans originated or purchased in which management lacks the intent to hold are included in loans held-for-sale in the Consolidated Statements of Condition. FHN has elected the fair value option on a prospective basis for certain mortgage loans heldfor sale, including loans originated subsequent to 2007 and repurchased loans that are not governmentally insured. Such loans are carried at fair value, with changes in the fair value recognized in the other income section of the Consolidated Statements of Income. For mortgage loans originated for sale for which the fair value option is elected, loan origination fees are recorded by FHN when earned and related direct loan origination costs are recognized when incurred. See Note 24 – Fair Value of Assets and Liabilities for additional information. FHN accounts for Small Business Administration loans, mortgage loans held-for-sale which were originated prior to 2008 and mortgage loans held-for-sale for which fair value accounting was not elected (primarily repurchased government-insured loans) at the lower of cost or market value (“LOCOM”).

Loans. Generally, loans are stated at principal amounts outstanding, net of unearned income. Interest on loans is recognized on an accrual basis at the applicable interest rate on the principal amount outstanding. Loan origination fees and direct costs as well as premiums and discounts are amortized as level yield adjustments over the respective loan terms. Unamortized net fees or costs are recognized upon early repayment of the loans or charge-off. Loan commitment fees are generally deferred and amortized on a straight-line basis over the commitment period.

Nonaccrual and Past Due Loans. Generally, loans are placed on nonaccrual status if it becomes evident that full collection of principal and interest is at risk, impairment has been recognized as a partial charge-off of principal balance due to insufficient collateral value and past due status, or on a case-by-case basis if FHN continues to receive payments, but there are other borrower-specific issues.

• The accrual status policy for commercial troubled debt restructurings (“TDRs”) follows the same internal policies and procedures as other commercial portfolio loans.
• Residential real estate secured loans discharged in bankruptcy that have not been reaffirmed by the borrower (“discharged bankruptcies”) are placed on nonaccrual regardless of delinquency status and are reported as TDRs.
• Current second lien residential real estate loans that are junior to first liens are placed on nonaccrual status if the first lien is 90 or more days past due, is a bankruptcy, or is a troubled debt restructuring.
• Consumer real estate (HELOC and residential real estate installment loans), if not already on nonaccrual per above situations, are placed on nonaccrual if the loan is 30 or more days delinquent at the time of modification and is also determined to be a TDR.
• Government guaranteed/insured residential mortgage loans remain on accrual (even if the loan falls into one of the above categories) because the collection of principal and interest is reasonably assured.

For commercial and consumer loans within each portfolio segment and class that have been placed on nonaccrual status, accrued but uncollected interest is reversed and charged against interest income when the loan is placed on nonaccrual status. Management may elect to continue the accrual of interest when the estimated net realizable value of collateral is sufficient to recover the principal balance and accrued interest. Interest payments received on nonaccrual loans are normally applied to outstanding principal first. Once all principal has been received, additional interest payments are recognized on a cash basis as interest income.

Generally, commercial and consumer loans within each portfolio segment and class that have been placed on nonaccrual status can be returned to accrual status if all principal and interest is current and FHN expects full repayment of the remaining contractual principal and interest.This typically requires that a borrower make payments in accordance with the contractual terms for a sustained period of time (generally for a minimum of six months) before being returned to accrual status. For TDRs, 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 whether the borrower is capable of servicing the level of debt under the modified terms.

Residential real estate loans discharged through Chapter 7 bankruptcy and not reaffirmed by the borrower are not returned to accrual status. For current second liens that have been placed on nonaccrual because the first lien is 90 or more days past due or is a TDR or bankruptcy, the second lien may be returned to accrual upon pay-off or cure of the first lien.

Charge-offs. For all commercial and consumer loan portfolio segments, all losses of principal are charged to the allowance for loan losses ("ALLL") in the period in which the loan is deemed to be uncollectible.

For consumer loans, the timing of a full or partial charge-off generally depends on the loan type and delinquency status. Generally, for the consumer real estate and permanent mortgage portfolio segments, a loan will be either partially or fully charged-off when it becomes 180 days past due.At this time, if the collateral value does not support foreclosure, balances are fully charged-off and other avenues of recovery are pursued. If the collateral value supports foreclosure, the loan is charged-down to net realizable value (collateral value less estimated costs to sell) and is placed on nonaccrual status. For residential real estate loans discharged in Chapter 7 bankruptcy and not reaffirmed by the borrower, the fair value of the collateral position is assessed at the time FHN is made aware of the discharge and the loan is charged down to the net realizable value (collateral value less estimated costs to sell). Within the credit card and other portfolio segment, credit cards and installment loans secured by automobiles are normally charged-off upon reaching 180 days past due while other non-real estate consumer loans are charged-off upon reaching 120 days past due.

Impaired Loans. Impaired loans include nonaccrual commercial loans greater than $1 million and modified consumer and commercial loans that have been classified as a TDR and are individually measured for impairment under the guidance of ASC 310. TDRs are always reported as such unless the TDR has exhibited sustained performance, was reported as a TDR over a year-end, and the modified terms were market-based at the time of modification.

Purchased Credit-Impaired Loans.ASC 310-30 “Accounting for Certain Loans or Debt Securities Acquired in a Transfer,” provides guidance for acquired loans that have exhibited deterioration of credit quality between origination and the time of acquisition and for which the timely collection of the interest and principal is not reasonably assured (“PCI loans”). PCI loans are initially recorded at fair value which is estimated by discounting expected cash flows at acquisition date. The expected cash flows include all contractually expected amounts (including interest) and incorporate an estimate for future expected credit losses, pre-payment assumptions, and yield requirement for a market participant, among other things. To the extent possible, certain PCI loans were aggregated into pools with composite interest rate and cash flows expected to be collected for the pool. Aggregation into loan pools is based upon common risk characteristics that include similar credit risk or risk ratings, and one or more predominant risk characteristics. Each PCI pool is accounted for as a single unit.

Accretable yield is initially established at acquisition and is the excess of cash flows expected at acquisition over the initial investment in the loan and is recognized in interest income over the remaining life of the loan, or pool of loans. Nonaccretable difference is initially established at acquisition and is the difference between the contractually required payments at acquisition and the cash flows expected to be collected at acquisition. FHN estimates expected cash flows for PCI loans on a quarterly basis. Increases in expected cash flows from the last measurement result in reversal of any nonaccretable difference (or allowance for loan losses to the extent any has previously been recorded) with a prospective positive impact on interest income. Decreases to the expected cash flows result in an increase in the allowance for loan losses through provision expense.

FHN does not report PCI loans as nonperforming loans due to the accretion of interest income. Additionally, PCI loans that have been pooled and subsequently modified will not be reported as troubled debt restructurings since the pool is the unit of measurement.

Allowance for Loan Losses. The ALLL is maintained at a level that management determines is sufficient to absorb estimated probable incurred losses in the loan portfolio. The ALLL is increased by the provision for loan losses and loan recoveries and is decreased by loan charge-offs. The ALLL is determined in accordance with ASC 450-20-50 "Contingencies - Accruals for Loss Contingencies" and is composed of reserves for commercial loans evaluated based on pools of credit graded loans and reserves for pools of smaller-balance homogeneous consumer and commercial loans. 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. Additionally, the ALLL includes specific reserves established in accordance with ASC 310-10-35 for loans determined by management to be individually impaired as well as reserves associated with PCI loans. Management uses analytical models to estimate probable incurred losses in the loan portfolio as of the balance sheet date. The models, which are primarily driven by historical losses, are carefully reviewed to identify trends that may not be captured in the historical loss factors used in the models. Management uses qualitative adjustments for those items not yet captured in the models like current events, recent trends in the portfolio, current underwriting guidelines, and local and macroeconomic trends, among other things.

The nature of the process by which FHN determines the appropriate ALLL requires the exercise of considerable judgment. See Note 5 – Allowance for Loan Losses for a discussion of FHN’s ALLL methodology and a description of the models utilized in the estimation process for the commercial and consumer loan portfolios.

Key components of the estimation process are as follows: (1) commercial loans determined by management to be individually impaired loans are evaluated individually and specific reserves are determined based on the difference between the outstanding loan amount and the estimated net realizable value of the collateral (if collateral dependent), the present value of expected future cash flows or by observable market prices; (2) individual commercial loans not considered to be individually impaired are segmented based on similar credit risk characteristics and evaluated on a pool basis; (3) reserve rates for the commercial segment are calculated based on historical net charge-offs and are subject to adjustment by management to reflect current events, trends, and conditions (including economic considerations and trends); (4) management’s estimate of probable incurred losses reflects the reserve rates applied against the balance of loans in the commercial segment of the loan portfolio; (5) consumer loans are generally segmented based on loan type; (6) reserve amounts for each consumer portfolio segment are calculated using analytical models based on delinquency trends and net loss experience and are subject to adjustment by management to reflect current events, trends, and conditions (including economic considerations and trends); and (7) the reserve amount for each consumer portfolio segment reflects management’s estimate of probable incurred losses in the consumer segment of the loan portfolio.

Impairment related to individually impaired loans is measured in accordance with ASC 310-10. 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 (collateral value less estimated costs to sell). Impaired loans also include consumer TDRs.

Future adjustments to the ALLL may be necessary if economic or other conditions differ substantially from the assumptions used in making the estimates or, if required by regulators, based upon information at the time of their examinations or upon future regulatory guidance. Such adjustments to original estimates, as necessary, are made in the period in which these factors and other relevant considerations indicate that loss levels vary from previous estimates.

Premises and Equipment. Premises and equipment are carried at cost less accumulated depreciation and amortization and include additions that materially extend the useful lives of existing premises and equipment. All other maintenance and repair expenditures are expensed as incurred. Gains and losses on dispositions are reflected in noninterest income and expense, respectively.

Depreciation and amortization are computed on the straight-line method over the estimated useful lives of the assets and are recorded as noninterest expense. Leasehold improvements are amortized over the lesser of the lease periods or the estimated useful lives using the straight-line method. Useful lives utilized in determining depreciation for furniture, fixtures and equipment and buildings are three to fifteen and seven to forty-five years, respectively.

Real Estate Acquired by Foreclosure. Real estate acquired by foreclosure or other real estate-owned (“ORE”) consists of properties that have been acquired in satisfaction of debt. These properties are carried at the lower of the outstanding loan amount or estimated fair value less estimated costs to sell the real estate.At the time of foreclosure and in conjunction with the transfer from loans to real estate acquired by foreclosure, there is a charge-off against the ALLL if the estimated fair value less costs to sell is less than the loan’s cost basis. Subsequent declines in fair value and gains or losses on dispositions, if any, are charged to All other expense on the Consolidated Statements of Income. Prior to January 1, 2015, properties acquired by foreclosure in compliance with HUD servicing guidelines are included in “Real estate acquired by foreclosure” and are carried at the estimated amount of the underlying government insurance or guarantee. On December 31, 2016, FHN had $5.0million of these foreclosed properties.

Required developmental costs associated with foreclosed property under construction are capitalized and included in determining the estimated net realizable value of the property, which is reviewed periodically, and any write-downs are charged against current earnings.

Intangible Assets. Intangible assets consist of “Other intangible assets” and “Goodwill.” Other intangible assets represents intangible assets, including customer lists, acquired contracts, covenants not to compete and premium on purchased deposits, which are amortized over their estimated useful lives. Assets related to deposit bases are primarily amortized over 10 years. Management evaluates whether events or circumstances have occurred that indicate the remaining useful life or carrying value of amortizing intangibles should be revised. Goodwill represents the excess of cost over net assets of acquired businesses less identifiable intangible assets. On an annual basis, FHN assesses goodwill for impairment.

Derivative Financial Instruments. FHN accounts for derivative financial instruments in accordance with ASC 815 which requires recognition of all derivative instruments on the balance sheet as either an asset or liability measured at fair value through adjustments to either accumulated other comprehensive income within shareholders’ equity or current earnings. Fair value is defined as the price that would be received to sell a derivative asset or paid to transfer a derivative liability in an orderly transaction between market participants on the transaction date. Fair value is determined using available market information and appropriate valuation methodologies. FHN has elected to present its derivative assets and liabilities gross on the Consolidated Statements of Condition. Amounts of collateral posted or received have not been netted with the related derivatives. See Note 22 – Derivatives for discussion on netting of derivatives.

FHN prepares written hedge documentation, identifying the risk management objective and designating the derivative instrument as a fair value hedge or cash flow hedge as applicable, or as a free-standing derivative instrument entered into as an economic hedge or to meet customers’ needs. All transactions designated as ASC 815 hedges must be assessed at inception and on an ongoing basis as to the effectiveness of the derivative instrument in offsetting changes in fair value or cash flows of the hedged item. For a fair value hedge, changes in the fair value of the derivative instrument and changes in the fair value of the hedged asset or liability attributable to the hedged risk are recognized currently in earnings. For a cash flow hedge, changes in the fair value of the derivative instrument, to the extent that it is effective, are recorded in accumulated other comprehensive income and subsequently reclassified to earnings as the hedged transaction impacts net income. Any ineffective portion of a cash flow hedge is recognized currently in earnings. For free-standing derivative instruments, changes in fair values are recognized currently in earnings. See Note 22 – Derivatives for additional information.

Cash flows from derivative contracts are reported as operating activities on the Consolidated Statements of Cash Flows.

Advertising and Public Relations. Advertising and public relations costs are generally expensed as incurred.

Income Taxes. FHN accounts for income taxes using the asset and liability method pursuant to ASC 740, “Income Taxes,” which requires the recognition of deferred tax assets ("DTAs") and liabilities ("DTLs") for the expected future tax consequences of events that have been included in the financial statements. Under this method, FHN’s deferred tax assets and liabilities are determined based on differences between financial statement carrying amounts and the corresponding tax basis of certain assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on DTAs and DTLs is recognized in income in the period that includes the enactment date.

Additionally, DTAs are subject to a “more likely than not” test to determine whether the full amount of the DTAs should be recognized in the financial statements. FHN evaluates the likelihood of realization of the DTA based on both positive and negative evidence available at the time, including (as appropriate) scheduled reversals of DTLs, projected future taxable income, tax planning strategies, and recent financial performance. If the “more likely than not” test is not met, a valuation allowance must be established against the DTA. In the event FHN determines that DTAs are realizable in the future in excess of their net recorded amount, FHN would make an adjustment to the valuation allowance, which would reduce the provision for income taxes.

FHN records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) it is determined whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority is recognized. FHN's ASC 740 policy is to recognize interest and penalties related to unrecognized tax benefits as a component of income tax expense. Accrued interest and penalties are included within the related tax asset/liability line in the consolidated balance sheet.

FHN uses the flow-through method to account for federal investment tax credits earned on eligible research and development expenditures and for state investment tax credits. Under this method, the investment tax credits are recognized as a reduction to income tax expense in the year they are earned.

FHN and its eligible subsidiaries are included in a consolidated federal income tax return. FHN files separate returns for subsidiaries that are not eligible to be included in a consolidated federal income tax return. Based on the laws of the applicable state where it conducts business operations, FHN either files consolidated, combined, or separate returns. With few exceptions, FHN is no longer subject to U.S. federal or state and local tax examinations by tax authorities for years before 2013. FHN is currently under audit in several states.

Earnings per Share. Earnings per share is computed by dividing net income or loss available to common shareholders by the weighted average number of common shares outstanding for each period. Diluted earnings per share in net income periods is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding adjusted to include the number of additional common shares that would have been outstanding if the potential dilutive common shares resulting from restricted shares or units and options granted under FHN’s equity compensation plans and deferred compensation arrangements had been issued. FHN utilizes the treasury stock method in this calculation. Diluted earnings per share does not reflect an adjustment for potentially dilutive shares in periods in which a net loss available to common shareholders exists.

Equity Compensation. FHN accounts for its employee stock-based compensation plans using the grant date fair value of an award to determine the expense to be recognized over the life of the award. Stock options are valued using an option-pricing model, such as Black-Scholes. Restricted and performance shares and share units are valued at the stock price on the grant date. Awards with post-vesting transfer restrictions are discounted using models that reflect market considerations for illiquidity. For awards with service vesting criteria, expense is recognized using the straight-line method over the requisite service period (generally the vesting period) and is adjusted for anticipated forfeitures. For awards vesting based on a performance measure, anticipated performance is projected to determine the number of awards expected to vest, and the corresponding aggregate expense is adjusted to reflect the elapsed portion of the performance period. If a performance period extends beyond the required service term, total expense is adjusted for changes in estimated achievement through the end of the performance period. The fair value of equity awards with cash payout requirements, as well as awards for which fair value cannot be estimated at grant date, is remeasured each reporting period through vesting date. Performance awards with pre-grant date achievement criteria are expensed over the period from the start of the performance period through the end of the service vesting term. Awards are amortized using the nonsubstantive vesting methodology which requires that expense associated with awards having only service vesting criteria that continue vesting after retirement be recognized over a period ending no later than an employee’s retirement eligibility date.

Repurchase and Foreclosure Provision. The repurchase and foreclosure provision is the charge to earnings necessary to maintain the liability at a level that reflects management’s best estimate of losses associated with the repurchase of loans previously transferred in whole loans sales or securitizations, or make whole requests as of the balance sheet date. See Note 17 – Contingencies and Other Disclosures for discussion related to FHN’s obligations to repurchase such loans.

Legal Costs. Generally, legal costs are expensed as incurred.

Contingency Accruals. Contingent liabilities arise in the ordinary course of business, including those related to lawsuits, arbitration, mediation, and other forms of litigation. FHN establishes loss contingency liabilities for matters when loss is both probable and reasonably estimable in accordance with ASC 450-20-50 “Contingencies – Accruals for Loss Contingencies”. If loss for a matter is probable and a range of possible loss outcomes is the best estimate available, accounting guidance generally requires a liability to be established at the low end of the range. Expected recoveries from insurance and indemnification arrangements are recognized if they are considered equally as probable and reasonably estimable as the related loss contingency up to the recognized amount of the estimated loss. Gain contingencies and expected recoveries from insurance and indemnification arrangements in excess of the associated recorded estimated losses are recognized when received. Recognized recoveries are recorded as offsets to the related expense in the Consolidated Statements of Income. The favorable resolution of a gain contingency generally results in the recognition of other income in the Consolidated Statements of Income.

Summary of Accounting Changes. Effective January 1, 2016, FHN early adopted the provisions ofASU 2016-05, “Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships,” on a prospective basis. ASU 2016-05 clarifies that a change in the counterparty of a derivative instrument that has been designated as the hedging instrument in an accounting hedge relationship does not, in and of itself, require dedesignation of that hedging relationship provided that all other hedge accounting criteria continue to be met. FHN considers the revised guidance to better reflect the nature of hedge accounting relationships by clarifying that, when considered solely, the counterparty is not a critical term in a hedge relationship. Because FHN has applied specific SEC staff guidance for novation (to facilitate central clearing requirements) of derivatives to prior and existing accounting hedge relationships, adoption of ASU 2016-05 had no effect on FHN.

Effective January 1, 2016, FHN early adopted the provisions of ASU 2016-06, “Contingent Put and Call Options in Debt Instruments,” which resolves diversity in practice for the bifurcation assessment when a contingent put or call option is embedded within a hybrid debt instrument. ASU 2016-06 clarifies that an entity is not required to assess whether the triggering event is related to interest rate or credit risks when performing the bifurcation analysis. FHN’s existing bifurcation assessment process conforms to the methodology outlined in ASU 2016-06.

Effective January 1, 2016, FHN adopted the provisions of ASU 2014-12, “Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period.” ASU 2014-12 requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition in determining expense recognition for the award. Thus, compensation cost is recognized over the requisite service period based on the probability of achievement of the performance condition. Expense is adjusted after the requisite service period for changes in the probability of achievement. The adoption of ASU 2014-12 had no effect on FHN.

Effective January 1, 2016, FHN adopted the provisions of ASU 2015-02, “Amendments to the Consolidation Analysis.” ASU 2015-02 revises current consolidation guidance to modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities. ASU 2015-02 also eliminates the presumption that a general partner should consolidate a limited partnership, revises the consolidation analysis for reporting entities that have fee arrangements and related party relationships with variable interest entities, and provides a scope exception for entities with interests in registered money market funds. The adoption of ASU 2015-02 had no significant effect on FHN.

Effective January 1, 2016, FHN adopted the provisions of ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs.” ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented as a direct reduction from the carrying value of that debt liability, consistent with debt discounts. ASU 2015-03 requires application on a retrospective basis, with prior periods revised to reflect the effects of adoption. Consistent with prior requirements, FHN previously classified debt issuance costs within Other assets in the Consolidated Statements of Condition. The adoption of ASU 2015-03 had no effect on FHN’s recognition of interest expense. The effects of the retrospective application of the change in presentation of debt issuance costs are summarized in the table below.

			As of December 31
(Dollars in thousands)			2015
Increase/(decrease) to previously reported Consolidated Statements of Condition amounts:
	Other assets	$	(2,499)
	Term Borrowings		(2,499)

In August 2014, the FASB issued ASU 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” ASU 2014-15 requires an entity’s management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. If such events or conditions exist, additional disclosures are required and management should evaluate whether its plans sufficiently alleviate the substantial doubt. ASU 2014-15 is effective for the annual period ending after December 15, 2016 and all interim and annual periods thereafter. The provisions of ASU 2014-15 did not affect FHN.

Accounting Changes Issued but Not Currently Effective In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers.” ASU 2014-09 does not change revenue recognition for financial assets. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This is accomplished through a five-step recognition framework involving 1) the identification of contracts with customers, 2) identification of performance obligations, 3) determination of the transaction price, 4) allocation of the transaction price to the performance obligations and 5) recognition of revenue as performance obligations are satisfied. Additionally, qualitative and quantitative information is required for disclosure regarding the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. In February 2016, the FASB issued ASU 2016-08, “Principal versus Agent Considerations,” which provides additional guidance on whether an entity should recognize revenue on a gross or net basis, based on which party controls the specified good or service before that good or service is transferred to a customer. In April 2016, the FASB issued ASU 2016-10, “Identifying Performance Obligations and Licensing,” which clarifies the original guidance included in ASU 2014-09 for identification of the goods or services provided to customers and enhances the implementation guidance for licensing arrangements.ASU 2016-12, “Narrow-Scope Improvements and Practical Expedients,” was issued in May 2016 to provide additional guidance for the implementation and application of ASU 2014-09. “Technical Corrections and Improvements” ASU 2016-20 was issued in December 2016 and provides further guidance on certain issues. These ASUs are effective in annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early application is permitted for annual reporting periods beginning after December 15, 2016, and associated interim periods. Transition to the new requirements may be made by retroactively revising prior financial statements (with certain practical expedients permitted) or by a cumulative effect through retained earnings. If the latter option is selected, additional disclosures are required for comparability. FHN will not early adopt these ASUs and is evaluating their effects on its revenue recognition practices. Currently, FHN anticipates that it will elect to adopt the provisions of the revenue recognition standards through a cumulative effect to retained earnings with comparability disclosures provided throughout 2018.

In January 2016, the FASB issued ASU 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities.” ASU 2016-01 makes several revisions to the accounting, presentation and disclosure for financial instruments. Equity investments (except those accounted for under the equity method, those that result in consolidation of the investee, and those held by entities subject to specialized industry accounting which already apply fair value through earnings) are required to be measured at fair value with changes in fair value recognized in net income. This excludes FRB and FHLB stock holdings which are specifically exempted from the provisions of ASU 2016-01. An entity may elect to measure equity investments that do not have readily determinable market values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar instruments from the same issuer. ASU 2016-01 also requires a qualitative impairment review for equity investments without readily determinable fair values, with measurement at fair value required if impairment is determined to exist. For liabilities for which fair value has been elected, ASU 2016-01 revises current accounting to record the portion of fair value changes resulting from instrument-specific credit risk within other comprehensive income rather than earnings. FHN has not elected fair value accounting for any existing financial liabilities. Additionally, ASU 2016-01 clarifies that the need for a valuation allowance on a deferred tax asset related to available-for-sale securities should be assessed in combination with all other deferred tax assets rather than being assessed in isolation. ASU 2016-01 also makes several changes to existing fair value presentation and disclosure requirements, including a provision that all disclosures must use an exit price concept in the determination of fair value. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Transition will be through a cumulative effect adjustment to retained earnings for equity investments with readily determinable fair values. Equity investments without readily determinable fair values, for which the accounting election is made, will have any initial fair value marks recorded through earnings prospectively after adoption.

Upon adoption, FHN will reclassify all equity investments out of available-for-sale securities, leaving only debt securities within this classification. FHN has evaluated the nature of its current equity investments and determined that substantially all qualify for the election available to assets without readily determinable fair values, including its holdings of Visa Class B shares. Accordingly, FHN intends to apply this election and any fair value marks for these investments will be recognized through earnings on a prospective basis subsequent to adoption. FHN continues to evaluate the appropriate characteristics of “similar” instruments as well as related valuation inputs and methodologies for its equity investments without readily determinable fair values. The requirements of ASU 2016-01 related to assessment of deferred tax assets and disclosure of the fair value of financial instruments will not have a significant effect on FHN because its current accounting and disclosure practices conform to the requirements of ASU 2016-01. FHN also continues to evaluate the impact of ASU 2016-01 on other aspects of its current accounting and disclosure practices.

In February 2016, the FASB issued ASU 2016-02, “Leases,” which requires a lessee to recognize in its statement of condition a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. ASU 2016-02 leaves lessor accounting largely unchanged from prior standards. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. All other leases must be classified as financing or operating leases which depends on the relationship of the lessee’s rights to the economic value of the leased asset. For finance leases, interest on the lease liability is recognized separately from amortization of the right-of-use asset in earnings, resulting in higher expense in the earlier portion of the lease term. For operating leases, a single lease cost is calculated so that the cost of the lease is allocated over the lease term on a generally straight-line basis.

In transition to ASU 2016-02, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The modified retrospective approach includes a number of optional practical expedients that entities may elect to apply, which would result in continuing to account for leases that commence before the effective date in accordance with previous requirements (unless the lease is modified) except that lessees are required to recognize a right-of-use asset and a lease liability for all operating leases at each reporting date based on the present value of the remaining minimum rental payments that were tracked and disclosed under previous requirements. ASU 2016-02 also requires expanded qualitative and quantitative disclosures to assess the amount, timing, and uncertainty of cash flows arising from lease arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. FHN is evaluating the impact of ASU 2016-02 on its current accounting and disclosure practices.

In March 2016, the FASB issued ASU 2016-04, “Recognition of Breakage of Certain Prepaid Stored-Value Products,” which indicates that liabilities related to the sale of prepaid stored-value products are considered financial liabilities and should have a breakage estimate applied for estimated unused funds. ASU 2016-04 does not apply to stored-value products that can only be redeemed for cash, are subject to escheatment or are linked to a segregated bank account. ASU 2016-04 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. FHN is evaluating the impact of ASU 2016-04 on its current accounting and disclosure practices.

In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting,” which makes several revisions to equity compensation accounting. Under the new guidance all excess tax benefits and deficiencies that occur when an award vests, is exercised, or expires will be recognized in income tax expense as discrete period items. Previously, these transactions were typically recorded directly within equity. Consistent with this change, excess tax benefits and deficiencies will no longer be included within estimated proceeds when performing the treasury stock method for calculation of diluted earnings per share. Excess tax benefits will also be recognized at the time an award is exercised or vests compared to the current requirement to delay recognition until the deduction reduces taxes payable. The presentation of excess tax benefits in the statement of cash flows will shift to an operating activity from the current classification as a financing activity.

ASU 2016-09 also provides an accounting policy election to recognize forfeitures of awards as they occur when estimating stock-based compensation expense rather than the current requirement to estimate forfeitures from inception. Further, ASU 2016-09 permits employers to use a net-settlement feature to withhold taxes on equity compensation awards up to the maximum statutory tax rate without affecting the equity classification of the award. Under current guidance, withholding of equity awards in excess of the minimum statutory requirement results in liability classification for the entire award. The related cash remittance by the employer for employee taxes will be treated as a financing activity in the statement of cash flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Transition to the new guidance will be accomplished through a combination of retrospective, cumulative-effect adjustment to equity and prospective methodologies. FHN estimates, based on currently enacted tax rates, that adoption of ASU 2016-09 in 2017 will result in an incremental effect on tax provision ranging from $4.0 million of tax benefit to $2.0 million of additional tax provision. The actual effects of adoption are primarily dependent upon the share price of the FHN’s common stock, which affects the vesting of certain performance awards, probability of exercise of certain stock options and the magnitude of windfalls for all awards upon either vesting or exercise. The effects on earnings per share calculations and election to account for forfeitures as incurred are not anticipated to be significant.

In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments,” which revises the measurement and recognition of credit losses for assets measured at amortized cost (e.g., held-to-maturity (“HTM”) loans and debt securities) and available-for-sale (“AFS”) debt securities. Under ASU 2016-13, for assets measured at amortized cost, the current expected credit loss (“CECL”) is measured as the difference between amortized cost and the net amount expected to be collected. This represents a departure from existing GAAP as the “incurred loss” methodology for recognizing credit losses delays recognition until it is probable a loss has been incurred. The measurement of current expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Additionally, current disclosures of credit quality indicators in relation to the amortized cost of financing receivables will be further disaggregated by year of origination. ASU 2016-13 leaves the methodology for measuring credit losses on AFS debt securities largely unchanged, with the maximum credit loss representing the difference between amortized cost and fair value. However, such credit losses will be recognized through an allowance for credit losses, which permits recovery of previously recognized credit losses if circumstances change.

ASU 2016-13 also revises the recognition of credit losses for purchased financial assets with a more-than insignificant amount of credit deterioration since origination (“PCD assets”). For PCD assets, the initial allowance for credit losses is added to the purchase price. Only subsequent changes in the allowance for credit losses are recorded as a credit loss expense for PCD assets. Interest income for PCD assets will be recognized based on the effective interest rate, excluding the discount embedded in the purchase price that is attributable to the acquirer’s assessment of credit losses at acquisition. Currently, credit losses for purchased credit-impaired assets are included in the initial basis of the assets with subsequent declines in credit resulting in expense while subsequent improvements in credit are reflected as an increase in the future yield from the assets.

The provisions of ASU 2016-13 will be generally adopted through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in the year of adoption. Prospective implementation is required for debt securities for which an other-than-temporary-impairment (“OTTI”) had been previously recognized. Amounts previously recognized in accumulated other comprehensive income (“AOCI”) as of the date of adoption that relate to improvements in cash flows expected to be collected will continue to be accreted into income over the remaining life of the asset. Recoveries of amounts previously written off relating to improvements in cash flows after the date of adoption will be recorded in earnings when received. A prospective transition approach will be used for existing PCD assets where, upon adoption, the amortized cost basis will be adjusted to reflect the addition of the allowance for credit losses. Thus, an entity will not be required to reassess its purchased financial assets that exist as of the date of adoption to determine whether they would have met at acquisition the new criteria of more-than-insignificant credit deterioration since origination. An entity will accrete the remaining noncredit discount (based on the revised amortized cost basis) into interest income at the effective interest rate at the adoption date.

ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted in fiscal years beginning after December 15, 2018. FHN is still evaluating the impact of ASU 2016-13 on its current accounting and disclosure practices.

In August 2016, the FASB issued ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments,” which clarifies multiple cash flow presentation issues including providing guidance as to classification on the cash flow statement for certain cash receipts and cash payments where diversity in practice exists. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. The provisions of ASU 2016-15 should be applied using a retrospective transition method to each period presented. FHN is evaluating the impact of ASU 2016-15 on its current cash flow presentation practices.

In October 2016, the FASB issued ASU 2016-16, “Intra-Entity Transfers of Assets Other Than Inventory” which requires recognition of the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs.Therefore, ASU 2016-16 reverses the current requirement to delay recognition of the tax consequences of these transactions until the associated assets are sold to an outside party.The provisions of ASU 2016-16 will be adopted through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption for previous intra-entity transfers.ASU 2016-16 is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods.Early adoption is permitted as of the beginning of an annual reporting period for which financial statements (interim or annual) have not been issued.FHN is early adopting ASU 2016-16 effective January 1, 2017, for its intra-entity asset transfers and there will not be a significant financial statement effect.

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Acquisitions and Divestitures

12 Months Ended

Dec. 31, 2016

Acquisitions and Divestitures [Abstract]

Acquisitions and Divestitures

Note 2 – Acquisitions and Divestitures

On October 27, 2016, FTN Financial announced its plan to acquire substantially all of the assets and assume substantially all of the liabilities of Coastal Securities, Inc. (“Coastal”), a national leader in the trading, securitization, and analysis of Small Business Administration (“SBA”) loans, for approximately $160 million in cash. Based in Houston, TX, Coastal also trades United States Department of Agriculture (“USDA”) loans and fixed income products and provides municipal underwriting and advisory services to its clients. Coastal’s government-guaranteed loan products, combined with FTN Financial’s existing SBA trading activities, will establish an additional major product sector for FTN Financial. The transaction, which is subject to regulatory approvals and other customary closing conditions, is expected to close in the second quarter of 2017.

On September 16, 2016, FTBNA acquired $537.4 million in unpaid principal balance (“UPB”) of restaurant franchise loans from GE Capital’s Southeast and Southwest regional portfolios. Subsequent to the acquisition the acquired loans were combined with existing FTBNA relationships to establish a franchise finance specialty lending business.

On October 2, 2015, FHN completed its acquisition of TrustAtlantic Financial Corporation (“TrustAtlantic Financial” or “TAF”), and its wholly-owned bank subsidiary TrustAtlantic Bank (“TAB”), for an aggregate of 5,093,657 shares of FHN common stock and $23.9 million in cash in a transaction valued at $96.7 million. Prior to the acquisition TAF and TAB were headquartered in Raleigh, North Carolina, where TAB had five branches located in the communities of Raleigh, Cary and Greenville. TAB merged into FTBNA on October 16, 2015 and the TAB branches became First Tennessee branches upon closing that merger. The acquisition expanded and strengthened FHN’s market share in its Mid-Atlantic region.

The following schedule details acquired assets and liabilities and consideration paid, as well as adjustments to record the assets and liabilities at their estimated fair values as of October 2, 2015:
			TrustAtlantic Financial Corporation
					Purchase Accounting/
			As			Fair Value		As recorded
(Dollars in thousands)			Acquired			Adjustments		by FHN
Assets:
Cash and cash equivalents			$	18,801		$	-	$	18,801
Securities available-for-sale				73,822			(10)		73,812
Loans, net of unearned income				298,050			(16,106)		281,944
Allowance for loan losses				(4,639)			4,639		-
Core deposit intangible				84			1,866		1,950
Goodwill				3,721			(3,721)		-
Premises and equipment				2,353			1,214		3,567
Real estate acquired by foreclosure				1,018			(95)		923
Deferred tax asset				2,940			4,262		7,202
Other assets				10,638			1,135		11,773
	Total assets acquired		$	406,788		$	(6,816)	$	399,972
Liabilities:
Deposits			$	342,788		$	1,300	$	344,088
Other liabilities				3,173			1,407		4,580
	Total liabilities assumed			345,961			2,707		348,668
Net Assets Acquired			$	60,827		$	(9,523)		51,304
Consideration paid:
	Equity Consideration								(72,791)
	Cash								(23,888)
		Total consideration paid							(96,679)
Goodwill								$	45,375

In relation to the acquisition, FHN recorded $45.4 million in goodwill, representing the excess of acquisition consideration over the estimated fair value of net assets acquired (refer to Note 7 – Intangible Assets for additional information). This goodwill is the result of expected operational synergies, expansion in the Mid-Atlantic region and other factors, and only an immaterial amount of goodwill is expected to be deductible for tax purposes. FHN’s operating results for 2016 and 2015 include the operating results of the acquired assets and assumed liabilities of TAF subsequent to the acquisition on October 2, 2015.

On October 17, 2014, First Tennessee Bank National Association ("FTBNA") purchased thirteen bank branches in Middle and East Tennessee. The fair value of the acquired assets totaled $437.6 million, including $413.4 million in cash, $7.5 million in fixed assets, and $15.7 million of goodwill and intangible assets. FTBNA also assumed $437.2 million of deposits associated with these branches. FTBNA paid a deposit premium of 3.32 percent and acquired an immaterial amount of loans as part of the transaction. In relation to the branch acquisition FHN recorded $4.0 million in goodwill, representing the excess of the estimated fair value of liabilities assumed over the estimated fair value of the assets acquired (refer to Note 7 – Intangible Assets for additional information), all of which is expected to be deductible for tax purposes. FHN’s operating results for 2016, 2015 and 2014 include the impact of branch activity subsequent to the October 17, 2014 closing date.

In addition to the transactions mentioned above, FHN acquires or divests assets from time to time in transactions that are considered business combination or divestitures but are not material to FHN individually or in the aggregate.

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Investment Securities

12 Months Ended

Dec. 31, 2016

Investment Securities [Abstract]

Investment Securities

Note 3 – Investment Securities

The following tables summarize FHN’s investment securities on December 31, 2016 and 2015:
	December 31, 2016
			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
(Dollars in thousands)	Cost		Gains		Losses		Value
Securities available-for-sale:
U.S. treasuries	$	100	$	-	$	-	$	100
Government agency issued mortgage-backed securities ("MBS")		2,217,593		14,960		(23,866)		2,208,687
Government agency issued collateralized mortgage obligations ("CMO")		1,566,986		4,909		(23,937)		1,547,958
Equity and other (a)		186,756		-		(2)		186,754
Total securities available-for-sale (b)	$	3,971,435	$	19,869	$	(47,805)	$	3,943,499
Securities held-to-maturity:
States and municipalities	$	4,347	$	393	$	-	$	4,740
Corporate bonds		10,000		33		-		10,033
Total securities held-to-maturity	$	14,347	$	426	$	-	$	14,773

• Includes restricted investments in FHLB-Cincinnati stock of $87.9million and FRB stock of $68.6million. The remainder is money market, mutual funds, and cost method investments.
• Includes $3.3billion of securities pledged to secure public deposits, securities sold under agreements to repurchase, and for other purposes.

	December 31, 2015
			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
(Dollars in thousands)	Cost		Gains		Losses		Value
Securities available-for-sale:
U.S. treasuries	$	100	$	-	$	-	$	100
Government agency issued MBS		1,555,798		23,437		(5,624)		1,573,611
Government agency issued CMO		2,181,998		10,566		(22,881)		2,169,683
Other U.S. government agencies		102		-		-		102
States and municipalities		1,500		-		-		1,500
Equity and other (a)		184,850		-		-		184,850
Total securities available-for-sale (b)	$	3,924,348	$	34,003	$	(28,505)	$	3,929,846
Securities held-to-maturity:
States and municipalities	$	4,320	$	989	$	-	$	5,309
Corporate bonds		10,000		40		-		10,040
Total securities held-to-maturity	$	14,320	$	1,029	$	-	$	15,349

• Includes restricted investments in FHLB-Cincinnati stock of $87.9 million and FRB stock of $65.8million. The remainder is money market, mutual funds, and cost method investments.
• Includes $2.9 billion of securities pledged to secure public deposits, securities sold under agreements to repurchase, and for other purposes.

The amortized cost and fair value by contractual maturity for the available-for-sale and held-to-maturity securities portfolios on December 31, 2016 are provided below:
		Held-to-Maturity				Available-for-Sale
		Amortized		Fair		Amortized		Fair
(Dollars in thousands)		Cost		Value		Cost		Value
Within 1 year		$	-	$	-	$	100	$	100
After 1 year; within 5 years			-		-		-		-
After 5 years; within 10 years			10,000		10,033		-		-
After 10 years			4,347		4,740		-		-
	Subtotal		14,347		14,773		100		100
Government agency issued MBS and CMO (a)			-		-		3,784,579		3,756,645
Equity and other			-		-		186,756		186,754
Total		$	14,347	$	14,773	$	3,971,435	$	3,943,499

Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

The table below provides information on gross gains and gross losses from investment securities for the twelve months ended December 31:
	Available-for-Sale
(Dollars in thousands)	2016		2015		2014
Gross gains on sales of securities	$	5,754	$	5,630	$	5,867
Gross (losses) on sales of securities		(4,213)		(3,503)		-
Net gain/(loss) on sales of securities (a)	$	1,541	$	2,127	$	5,867
Venture capital investments (b)		-		-		(2,995)
Net OTTI recorded (c)		(200)		(749)		-
Total securities gain/(loss), net	$	1,341	$	1,378	$	2,872

• Proceeds from sales during 2016 and 2015 were $444.2 million and $69.7 million, respectively. Proceeds from sales during 2014 were $9.2 million, inclusive of $1.4 million of equity securities. 2016 includes a $1.5 million net gain from exchanges of approximately $736 million of AFS debt securities; 2015 includes a $1.8 million gain from an exchange of approximately $335 million of AFS debt securities.
• Includes losses on sales, write-offs and/or unrealized fair value adjustments related to venture capital investments.
• OTTI recorded in 2016 and 2015 is related to equity securities.

The following tables provide information on investments within the available-for-sale portfolio that had unrealized losses as of December 31, 2016 and 2015:
	As of December 31, 2016
	Less than 12 months				12 months or longer				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
(Dollars in thousands)	Value		Losses		Value		Losses		Value		Losses
Government agency issued CMO	$	1,059,471	$	(19,052)	$	116,527	$	(4,885)	$	1,175,998	$	(23,937)
Government agency issued MBS		1,912,126		(23,866)		-		-		1,912,126		(23,866)
Total debt securities		2,971,597		(42,918)		116,527		(4,885)		3,088,124		(47,803)
Equity		7		(2)		-		-		7		(2)
Total temporarily impaired securities	$	2,971,604	$	(42,920)	$	116,527	$	(4,885)	$	3,088,131	$	(47,805)

	As of December 31, 2015
	Less than 12 months				12 months or longer				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
(Dollars in thousands)	Value		Losses		Value		Losses		Value		Losses
Government agency issued CMO	$	1,014,843	$	(10,846)	$	359,559	$	(12,035)	$	1,374,402	$	(22,881)
Government agency issued MBS		837,628		(4,815)		30,784		(809)		868,412		(5,624)
Total temporarily impaired securities	$	1,852,471	$	(15,661)	$	390,343	$	(12,844)	$	2,242,814	$	(28,505)

FHN has reviewed investment securities that were in unrealized loss positions in accordance with its accounting policy for OTTI and does not consider them other-than-temporarily impaired. For debt securities with unrealized losses, FHN does not intend to sell them and it is more-likely-than-not that FHN will not be required to sell them prior to recovery. The decline in value is primarily attributable to changes in interest rates and not credit losses. For equity securities, FHN has both the ability and intent to hold these securities for the time necessary to recover the amortized cost.

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Loans

12 Months Ended

Dec. 31, 2016

Loans [Abstract]

Loans

Note 4 – Loans

The following table provides the balance of loans by portfolio segment as of December 31, 2016 and 2015:
		December 31
(Dollars in thousands)		2016		2015
Commercial:
	Commercial, financial, and industrial	$	12,148,087	$	10,436,390
	Commercial real estate		2,135,523		1,674,935
Consumer:
	Consumer real estate (a)		4,523,752		4,766,518
	Permanent mortgage		423,125		454,123
	Credit card & other		359,033		354,536
Loans, net of unearned income		$	19,589,520	$	17,686,502
Allowance for loan losses			202,068		210,242
Total net loans		$	19,387,452	$	17,476,260

Balances as of December 31, 2016 and 2015, include $35.9 million and $52.8 million of restricted real estate loans, respectively. See Note 21 - Variable Interest Entities for additional information.

COMPONENTS OF THE LOAN PORTFOLIO

The loan portfolio is disaggregated into segments and then further disaggregated into classes for certain disclosures. GAAP defines a portfolio segment 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 FHN’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, the trust preferred loans ("TRUPS") (i.e. long-term unsecured loans to bank and insurance - related businesses) portfolio and purchased credit-impaired (“PCI”) loans. Loans to mortgage companies include commercial lines of credit to qualified mortgage companies primarily 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 CRE include income CRE, residential CRE and PCI loans. Consumer loan portfolio segments include consumer real estate, permanent mortgage, and the credit card and other portfolio. Consumer classes include home equity lines of credit (“HELOCs”), real estate ("R/E") installment and PCI loans within the consumer real estate segment, permanent mortgage (which is both a segment and a class), and credit card and other.

Concentrations

FHN has a concentration of residential real estate loans (25 percent of total loans), the majority of which is in the consumer real estate segment (23 percent of total loans). Loans to finance and insurance companies total $2.6 billion (21 percent of the C&I portfolio, or 13 percent of the total loans). FHN had loans to mortgage companies totaling $2.0 billion (17 percent of the C&I segment, or 10 percent of total loans) as of December 31, 2016. As a result, 38 percent of the C&I segment is sensitive to impacts on the financial services industry.

Restrictions

On December 31, 2016, $7.3billion of commercial loans were pledged to secure potential discount window borrowings from the Federal Reserve Bank. Additionally, as of December 31, 2016 and 2015, FHN pledged all of its held-to-maturity first and second lien mortgages and HELOCs, excluding restricted real estate loans to secure potential borrowings from the FHLB-Cincinnati. Restricted loans secure borrowings associated with consolidated VIEs. See Note 21 – Variable Interest Entities for additional discussion.

Acquisition

On September 16, 2016, FHN completed its acquisition of franchise finance loans. The acquisition included $537.4 million in unpaid principal balance of loans.

Generally, the fair value for the acquired loans is estimated using a discounted cash flow analysis with significant unobservable inputs (Level 3) including adjustments for expected credit losses, prepayment speeds, current market rates for similar loans, and an adjustment for investor-required yield given product-type and various risk characteristics.

At acquisition, FHN designated certain loans as PCI with the remaining loans accounted for under ASC 310-20, "Nonrefundable Fees and Other Costs." For loans accounted for under ASC 310-20, the difference between each loan’s book value and the estimated fair value at the time of the acquisition will be accreted into interest income over its remaining contractual life and the subsequent accounting and reporting will be similar to a loan in FHN's originated portfolio.

Purchased Credit-Impaired Loans

The following table presents a rollforward of the accretable yield for the years ended December 31, 2016 and 2015:
		Years Ended
		December 31
(Dollars in thousands)		2016		2015
Balance, beginning of period	$	8,542	$	14,714
Additions		2,883		3,165
Accretion		(3,963)		(7,184)
Adjustment for payoffs		(6,409)		(3,513)
Adjustment for charge-offs		(674)		(466)
Increase in accretable yield (a)		6,525		1,826
Other		(33)		-
Balance, end of period	$	6,871	$	8,542

Includes changes in the accretable yield due to both transfers from the nonaccretable difference and the impact of changes in the expected timing of the cash flows.

At December 31, 2016, the ALLL related to PCI loans was $.7 million compared to $1.7 million at December 31, 2015. Net charge-offs related to PCI loans during 2016 were $.4 million, compared to $1.1 million in 2015. The loan loss provision credit related to PCI loans was$.5 million during 2016 and 2015.

The following table reflects the outstanding principal balance and carrying amounts of the acquired PCI loans as of December 31, 2016 and 2015:
	December 31, 2016				December 31, 2015
(Dollars in thousands)	Carrying value		Unpaid balance		Carrying value		Unpaid balance
Commercial, financial and industrial	$	40,368	$	41,608	$	16,063	$	18,573
Commercial real estate		4,763		6,514		19,929		25,504
Consumer real estate		1,172		1,677		3,672		4,533
Credit card and other		52		64		52		76
Total	$	46,355	$	49,863	$	39,716	$	48,686

Impaired Loans

The following tables provide information at December 31, 2016 and 2015, by class related to individually impaired loans and consumer TDRs, regardless of accrual status. 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, PCI loans and the TRUPs valuation allowance have been excluded.
		December 31, 2016
				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	$	10,419	$	16,636	$	-	$	12,009	$	-
	Income CRE		-		-		-		1,543		-
	Total	$	10,419	$	16,636	$	-	$	13,552	$	-
Consumer:
	HELOC (a)	$	11,383	$	21,662	$	-	$	11,168	$	-
	R/E installment loans (a)		3,957		4,992		-		4,255		-
	Permanent mortgage (a)		5,311		7,899		-		4,418		-
	Total	$	20,651	$	34,553	$	-	$	19,841	$	-
Impaired loans with related allowance recorded:
Commercial:
	General C&I	$	34,334	$	34,470	$	3,294	$	30,836	$	902
	TRUPS		3,209		3,700		925		3,274		-
	Income CRE		1,831		2,209		62		3,757		70
	Residential CRE		1,293		1,761		132		1,360		22
	Total	$	40,667	$	42,140	$	4,413	$	39,227	$	994
Consumer:
	HELOC	$	84,711	$	87,126	$	15,927	$	87,659	$	2,092
	R/E installment loans		53,409		54,559		12,875		57,906		1,370
	Permanent mortgage		88,615		100,983		12,470		91,838		2,310
	Credit card & other		306		306		133		345		13
	Total	$	227,041	$	242,974	$	41,405	$	237,748	$	5,785
Total commercial		$	51,086	$	58,776	$	4,413	$	52,779	$	994
Total consumer		$	247,692	$	277,527	$	41,405	$	257,589	$	5,785
Total impaired loans		$	298,778	$	336,303	$	45,818	$	310,368	$	6,779

All discharged bankruptcy loans are charged down to an estimate of net realizable value and do not carry any allowance.

		December 31, 2015
				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	$	6,070	$	7,751	$	-		$	9,858	$	-
	Income CRE		2,468		9,389		-			4,091		-
	Residential CRE		-		-		-			144		-
	Total	$	8,538	$	17,140	$	-		$	14,093	$	-
Consumer:
	HELOC (a)	$	10,819	$	27,125	$	-		$	12,069	$	-
	R/E installment loans (a)		4,285		5,525		-			4,609		-
	Permanent mortgage (a)		4,830		6,983		-			6,408		-
	Total	$	19,934	$	39,633	$	-		$	23,086	$	-
Impaired loans with related allowance recorded:
Commercial:
	General C&I	$	21,063	$	23,335	$	2,718		$	23,824	$	1,047
	TRUPS		3,339		3,700		925			12,149		-
	Income CRE		5,170		6,477		390			6,671		148
	Residential CRE		1,417		1,886		91			1,488		32
	Total	$	30,989	$	35,398	$	4,124		$	44,132	$	1,227
Consumer:
	HELOC	$	89,434	$	91,734	$	14,392		$	87,099	$	2,137
	R/E installment loans		61,146		62,148		16,886			67,032		1,460
	Permanent mortgage		97,631		110,259		15,463			101,343		1,933
	Credit card & other		377		382		167			434		14
	Total	$	248,588	$	264,523	$	46,908		$	255,908	$	5,544
Total commercial		$	39,527	$	52,538	$	4,124		$	58,225	$	1,227
Total consumer		$	268,522	$	304,156	$	46,908		$	278,994	$	5,544
Total impaired loans		$	308,049	$	356,694	$	51,032		$	337,219	$	6,771

All discharged bankruptcy loans are charged down to an estimate of net realizable value and do not carry any allowance.

Asset Quality Indicators

FHN employs a dual grade commercial risk grading methodology to assign an estimate for theprobability of default ("PD") and the loss given default ("LGD") for each commercial loan using 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. 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.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 annually or earlier 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. Loan grading discipline is regularly reviewed internally by Credit Assurance Services 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. 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, 2016 and 2015:
	December 31, 2016
			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	$	465,179	$	-	$	-	$	1,078	$	-	$	466,257	3	%	$	77
2		791,183		-		-		11,742		87		803,012	6			403
3		491,386		462,486		-		153,670		-		1,107,542	8			304
4		978,282		332,107		-		222,422		-		1,532,811	11			953
5		1,232,401		275,209		-		365,653		702		1,873,965	13			6,670
6		1,540,519		614,109		-		338,344		9,338		2,502,310	17			10,403
7		1,556,117		317,283		-		352,390		2,579		2,228,369	16			14,010
8		963,359		30,974		-		425,503		2,950		1,422,786	10			25,986
9		611,774		4,299		-		105,277		4,417		725,767	5			13,857
10		355,359		8,663		-		50,484		9,110		423,616	3			8,400
11		238,230		-		-		20,600		6,541		265,371	2			6,556
12		170,531		-		-		15,395		4,168		190,094	1			6,377
13		121,276		-		304,236		6,748		311		432,571	3			4,225
14,15,16		194,572		59		-		16,313		1,659		212,603	1			20,297
Collectively evaluated for impairment		9,710,168		2,045,189		304,236		2,085,619		41,862		14,187,074	99			118,518
Individually evaluated for impairment		44,753		-		3,209		1,831		1,293		51,086	1			4,413
Purchased credit-impaired loans		40,532		-		-		4,583		335		45,450	-			319
Total commercial loans	$	9,795,453	$	2,045,189	$	307,445	$	2,092,033	$	43,490	$	14,283,610	100	%	$	123,250

	December 31, 2015
			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	$	564,684	$	-	$	-	$	601	$	-	$	565,285	5	%	$	130
2		598,402		-		-		10,267		123		608,792	5			320
3		502,548		415,532		-		85,021		-		1,003,101	8			356
4		877,443		432,477		-		157,213		12,125		1,479,258	12			1,091
5		1,169,245		263,396		-		221,528		7,308		1,661,477	14			7,000
6		1,190,011		387,095		-		388,239		10,377		1,975,722	16			10,779
7		1,474,613		155,799		-		348,703		13,363		1,992,478	16			14,410
8		797,679		15,609		-		193,338		733		1,007,359	8			16,520
9		453,948		-		-		48,599		1,742		504,289	4			9,644
10		253,658		-		-		64,728		14,450		332,836	3			5,327
11		190,647		-		-		18,825		919		210,391	2			5,676
12		78,463		-		-		17,656		4,132		100,251	1			2,728
13		142,690		-		305,027		4,572		259		452,548	4			5,289
14,15,16		120,875		-		-		18,793		1,178		140,846	1			14,229
Collectively evaluated for impairment		8,414,906		1,669,908		305,027		1,578,083		66,709		12,034,633	99			93,499
Individually evaluated for impairment		27,133		-		3,339		7,638		1,417		39,527	1			4,124
Purchased credit-impaired loans		16,077		-		-		16,665		4,423		37,165	-			1,173
Total commercial loans	$	8,458,116	$	1,669,908	$	308,366	$	1,602,386	$	72,549	$	12,111,325	100	%	$	98,796

Balances as of December 31, 2016 and 2015, presented net of a $25.5 million valuation allowance. Based on the underlying structure of the notes, the highest possible internal grade is "13".

The consumer 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 consumer loan-types, FHN is able to utilize the Fair Isaac Corporation (“FICO”) score, among other attributes, to assess the credit 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 consumer portfolio.

The following table reflects the percentage of balances outstanding by average, refreshed FICO scores for the HELOC, real estate installment, and permanent mortgage classes of loans as of December 31, 2016 and 2015:
	December 31, 2016						December 31, 2015
	HELOC		R/E Installment Loans		Permanent Mortgage		HELOC		R/E Installment Loans		Permanent Mortgage
FICO score greater than or equal to 740	56.9	%	70.3	%	45.0	%	55.6	%	67.6	%	42.5	%
FICO score 720-739	8.8		8.3		9.5		9.0		8.6		9.8
FICO score 700-719	8.6		6.8		9.2		8.7		7.0		9.6
FICO score 660-699	13.2		8.4		17.1		13.2		9.6		18.5
FICO score 620-659	5.6		3.5		9.1		6.3		3.7		9.8
FICO score less than 620 (a)	6.9		2.7		10.1		7.2		3.5		9.8
Total	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%

For this group, a majority of the loan balances had FICO scores at the time of the origination that exceeded 620 but have since deteriorated as the loans have seasoned.

Nonaccrual and Past Due Loans

The following table reflects accruing and non-accruing loans by class on December 31, 2016:
	Accruing								Non-Accruing
			30-89		90+						30-89		90+		Total
			Days		Days		Total				Days		Days		Non-		Total
(Dollars in thousands)	Current		Past Due		Past Due		Accruing		Current		Past Due		Past Due		Accruing		Loans
Commercial (C&I):
General C&I	$	9,720,231	$	5,199	$	23	$	9,725,453	$	16,106	$	374	$	12,988	$	29,468	$	9,754,921
Loans to mortgage companies		2,041,408		3,722		-		2,045,130		-		-		59		59		2,045,189
TRUPS (a)		304,236		-		-		304,236		-		-		3,209		3,209		307,445
Purchased credit-impaired loans		40,113		185		234		40,532		-		-		-		-		40,532
Total commercial (C&I)		12,105,988		9,106		257		12,115,351		16,106		374		16,256		32,736		12,148,087
Commercial real estate:
Income CRE		2,085,455		14		-		2,085,469		232		460		1,289		1,981		2,087,450
Residential CRE		42,182		178		-		42,360		-		-		795		795		43,155
Purchased credit-impaired loans		4,809		109		-		4,918		-		-		-		-		4,918
Total commercial real estate		2,132,446		301		-		2,132,747		232		460		2,084		2,776		2,135,523
Consumer real estate:
HELOC		1,602,640		17,997		10,859		1,631,496		46,964		4,201		8,922		60,087		1,691,583
R/E installment loans		2,794,866		7,844		5,158		2,807,868		17,989		2,383		2,353		22,725		2,830,593
Purchased credit-impaired loans		1,319		164		93		1,576		-		-		-		-		1,576
Total consumer real estate		4,398,825		26,005		16,110		4,440,940		64,953		6,584		11,275		82,812		4,523,752
Permanent mortgage		385,972		4,544		5,428		395,944		11,867		2,194		13,120		27,181		423,125
Credit card & other:
Credit card		188,573		1,622		1,456		191,651		-		-		-		-		191,651
Other		166,062		992		134		167,188		-		-		142		142		167,330
Purchased credit-impaired loans		52		-		-		52		-		-		-		-		52
Total credit card & other		354,687		2,614		1,590		358,891		-		-		142		142		359,033
Total loans, net of unearned income	$	19,377,918	$	42,570	$	23,385	$	19,443,873	$	$93,158	$	9,612	$	$42,877	$	$145,647	$	$19,589,520

TRUPS is presented net of thevaluation allowanceof $25.5 million.

The following table reflects accruing and non-accruing loans by class on December 31, 2015:
	Accruing								Non-Accruing
			30-89		90+						30-89		90+		Total
			Days		Days		Total				Days		Days		Non-		Total
(Dollars in thousands)	Current		Past Due		Past Due		Accruing		Current		Past Due		Past Due		Accruing		Loans
Commercial (C&I):
General C&I	$	8,413,480	$	5,411	$	282	$	8,419,173	$	3,649	$	1,114	$	18,103	$	22,866	$	8,442,039
Loans to mortgage companies		1,667,334		1,971		495		1,669,800		-		-		108		108		1,669,908
TRUPS (a)		305,027		-		-		305,027		-		-		3,339		3,339		308,366
Purchased credit-impaired loans		15,708		63		306		16,077		-		-		-		-		16,077
Total commercial (C&I)		10,401,549		7,445		1,083		10,410,077		3,649		1,114		21,550		26,313		10,436,390
Commercial real estate:
Income CRE		1,576,954		1,363		-		1,578,317		831		282		6,291		7,404		1,585,721
Residential CRE		66,846		-		-		66,846		-		-		1,280		1,280		68,126
Purchased credit-impaired loans		17,868		3,059		161		21,088		-		-		-		-		21,088
Total commercial real estate		1,661,668		4,422		161		1,666,251		831		282		7,571		8,684		1,674,935
Consumer real estate:
HELOC		1,972,286		21,570		10,920		2,004,776		61,317		6,619		10,303		78,239		2,083,015
R/E installment loans		2,631,419		9,394		5,657		2,646,470		26,348		1,649		4,856		32,853		2,679,323
Purchased credit-impaired loans		4,069		20		91		4,180		-		-		-		-		4,180
Total consumer real estate		4,607,774		30,984		16,668		4,655,426		87,665		8,268		15,159		111,092		4,766,518
Permanent mortgage		412,879		5,601		3,991		422,471		14,475		2,415		14,762		31,652		454,123
Credit card & other:
Credit card		187,807		1,576		1,225		190,608		-		-		-		-		190,608
Other		161,477		868		173		162,518		620		-		737		1,357		163,875
Purchased credit-impaired loans		53		-		-		53		-		-		-		-		53
Total credit card & other		349,337		2,444		1,398		353,179		620		-		737		1,357		354,536
Total loans, net of unearned income	$	17,433,207	$	50,896	$	23,301	$	17,507,404	$	107,240	$	12,079	$	59,779	$	179,098	$	17,686,502

TRUPS is presented net of the valuation allowance of $25.5 million.

Troubled Debt Restructurings

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.

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. Concessions could include extension of the maturity date, reductions of the interest rate (which may make the rate lower than current market for a new loan with similar risk), reduction or forgiveness of accrued interest, or principal forgiveness. The assessments of whether a borrower is experiencing (or is likely to experience) financial difficulty, and whether a concession has been granted, are 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 6 to 12 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 the former Home Affordable Modification Program (“HAMP”). Within the HELOC and R/E installment loans 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-to-income ratio. After 5 years, the interest rate generally returns to the original interest rate prior to modification; for certain modifications, the modified interest rate increases 2 percent per year until the original interest rate prior to modification is achieved. Permanent mortgage TDRs are typically modified by reducing the interest rate (in increments of 25 basis points to a minimum of 2 percent forup to 5 years) and a possible maturity date extension to reach an affordable housing debt-to-income ratio. After 5 years, the interest rate steps up 1 percent every year until it reaches the Federal Home Loan Mortgage Corporation Weekly Survey Rate cap. 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.

Despite the absence of a loan modification, the discharge of personal liability through bankruptcy proceedings is considered a concession. As a result, FHN classifies all non-reaffirmed residential real estate loans discharged in Chapter 7 bankruptcy as nonaccruing TDRs.

On December 31, 2016 and 2015, FHN had $285.2 million and $296.2 million portfolio loans classified as TDRs, respectively. For TDRs in the loan portfolio, FHN had loan loss reserves of $44.9 million and $50.1 million, or 16 percent as of December 31, 2016, and17 percent as ofDecember 31, 2015. Additionally, $69.3 million and $71.5 million of loans held-for-sale as of December 31, 2016 and 2015, respectively, were classified as TDRs.

The following tables reflect portfolio loans that were classified as TDRs during the year ended December 31, 2016 and 2015:
		2016					2015
			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		8	$	23,876	$	22,026	3	$	1,818	$	1,754
	Total commercial (C&I)	8		23,876		22,026	3		1,818		1,754
Commercial real estate:
Income CRE		1		100		99	-		-		-
	Total commercial real estate	1		100		99	-		-		-
Consumer real estate:
HELOC		236		21,173		20,937	200		22,530		22,334
R/E installment loans		51		4,918		5,193	70		5,451		5,456
	Total consumer real estate	287		26,091		26,130	270		27,981		27,790
Permanent mortgage		13		4,811		4,802	6		2,039		2,054
Credit card & other		23		116		110	24		115		109
Total troubled debt restructurings		332	$	54,994	$	53,167	303	$	31,953	$	31,707

The following tables present TDRs which re-defaulted during 2016 and 2015, and as to which the modification occurred 12 months or less prior to the re-default. For purposes of this disclosure, FHN generally defines payment default as 30 or more days past due.
		2016			2015
			Recorded			Recorded
(Dollars in thousands)		Number	Investment		Number	Investment
Commercial (C&I):
General C&I		1	$	77	-	$	-
	Total commercial (C&I)	1		77	-		-
Commercial real estate:
Residential CRE		-		-	1		896
	Total commercial real estate	-		-	1		896
Consumer real estate:
HELOC		3		154	7		308
R/E installment loans		3		1,560	5		185
	Total consumer real estate	6		1,714	12		493
Credit card & other		-		-	5		12
Total troubled debt restructurings		7	$	1,791	18	$	1,401

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Allowance

12 Months Ended

Dec. 31, 2016

Loans [Abstract]

Allowance

Note 5 - Allowance for Loan Losses

As discussed in Note 1 – Summary of Significant Accounting Polices, 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 consumer loans, both determined in accordance with ASC 450-20-50, and to a lesser extent, reserves determined in accordance with ASC 310-10-35 for loans determined by management to be individually impaired and an allowance associated with PCI loans.

For commercial loans, ASC 450-20-50 reserves are established using historical net loss factors by grade level, loan product, and business segment. The ALLL for smaller-balance homogenous consumer loans is determined based on pools of similar loan types that have similar credit risk characteristics. ASC 450-20-50 reserves for the consumer 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 consumer loans reflect inherent losses in the portfolio that are expected to be recognized over the following twelve months. The historical net loss factors for both commercial and consumer ASC 450-20-50 reserve models are subject to qualitative adjustments by management to reflect current events, trends, and conditions (including economic considerations and trends), which are not fully captured in the historical net loss factors. The pace of the economic recovery, performance of the housing market, unemployment levels, labor participation rate, the regulatory environment, regulatory guidance, and portfolio segment-specific trends, are examples of additional factors considered by management in determining the ALLL. Additionally, management considers the inherent uncertainty of quantitative models that are driven by historical loss data. Management evaluates the periods of historical losses that are the basis for the loss rates used in the quantitative models and selects historical loss periods that are believed to be the most reflective of losses inherent in the loan portfolio as of the balance sheet date. Management also periodically reviews an analysis of the loss emergence period which is the amount of time it takes for a loss to be confirmed (initial charge-off) after a loss event has occurred. FHN performs extensive studies as it relates to the historical loss periods used in the model and the loss emergence period and model assumptions are adjusted accordingly.

Impairment related to individually impaired loans is measured in accordance with ASC 310-10. 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 (collateral value less estimated costs to sell). Impaired loans also include consumer TDRs. 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 to 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 (collateral value less estimated costs to sell).

The following table provides a rollforward of the allowance for loan losses by portfolio segment for December 31, 2016, 2015 and 2014:
				Commercial		Consumer		Permanent		Credit Card
(Dollars in thousands)		C&I		Real Estate		Real Estate		Mortgage		and Other		Total
Balance as of January 1, 2016		$	73,637	$	25,159	$	80,614	$	18,947	$	11,885	$	210,242
Charge-offs			(18,460)		(1,371)		(21,993)		(1,591)		(14,224)		(57,639)
Recoveries			6,795		1,927		23,719		2,403		3,621		38,465
Provision/(provision credit) for loan losses			27,426		8,137		(31,983)		(3,470)		10,890		11,000
Balance as of December 31, 2016			89,398		33,852		50,357		16,289		12,172		202,068
Allowance - individually evaluated for impairment			4,219		194		28,802		12,470		133		45,818
Allowance - collectively evaluated for impairment			85,015		33,503		21,151		3,819		12,039		155,527
Allowance - purchased credit-impaired loans			164		155		404		-		-		723
Loans, net of unearned as of December 31, 2016:
	Individually evaluated for impairment		47,962		3,124		153,460		93,926		306		298,778
	Collectively evaluated for impairment		12,059,593		2,127,481		4,368,716		329,199		358,675		19,243,664
	Purchased credit-impaired loans		40,532		4,918		1,576		-		52		47,078
Total loans, net of unearned income		$	12,148,087	$	2,135,523	$	4,523,752	$	423,125	$	359,033	$	19,589,520
Balance as of January 1, 2015		$	67,011	$	18,574	$	113,011	$	19,122	$	14,730	$	232,448
Charge-offs			(22,406)		(3,550)		(30,068)		(3,141)		(16,691)		(75,856)
Recoveries			13,339		1,876		23,895		1,687		3,853		44,650
Provision/(provision credit) for loan losses			15,693		8,259		(26,224)		1,279		9,993		9,000
Balance as of December 31, 2015			73,637		25,159		80,614		18,947		11,885		210,242
Allowance - individually evaluated for impairment			3,643		481		31,278		15,463		167		51,032
Allowance - collectively evaluated for impairment			69,980		23,519		48,828		3,484		11,717		157,528
Allowance - purchased credit-impaired loans			14		1,159		508		-		1		1,682
Loans, net of unearned as of December 31, 2015:
	Individually evaluated for impairment		30,472		9,055		165,684		102,461		377		308,049
	Collectively evaluated for impairment		10,389,841		1,644,792		4,596,654		351,662		354,106		17,337,055
	Purchased credit-impaired loans		16,077		21,088		4,180		-		53		41,398
Total loans, net of unearned income		$	10,436,390	$	1,674,935	$	4,766,518	$	454,123	$	354,536	$	17,686,502
Balance as of January 1, 2014		$	86,446	$	10,603	$	126,785	$	22,491	$	7,484	$	253,809
Charge-offs			(20,492)		(3,741)		(45,391)		(5,891)		(14,931)		(90,446)
Recoveries			9,666		4,150		22,824		2,314		3,131		42,085
Provision/(provision credit) for loan losses			(8,609)		7,562		8,793		208		19,046		27,000
Balance as of December 31, 2014			67,011		18,574		113,011		19,122		14,730		232,448
Allowance - individually evaluated for impairment			5,173		796		40,778		16,627		254		63,628
Allowance - collectively evaluated for impairment			61,806		14,702		72,156		2,495		14,476		165,635
Allowance - purchased credit-impaired loans			32		3,076		77		-		-		3,185
Loans, net of unearned as of December 31, 2014:
	Individually evaluated for impairment		35,698		19,430		173,225		113,459		533		342,345
	Collectively evaluated for impairment		8,966,512		1,222,658		4,874,171		425,502		357,588		15,846,431
	Purchased credit-impaired loans		5,076		35,629		675		-		10		41,390
Total loans, net of unearned income		$	9,007,286	$	1,277,717	$	5,048,071	$	538,961	$	358,131	$	16,230,166

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Premises, Equipment And Leases

12 Months Ended

Dec. 31, 2016

Property Plant And Equipment [Abstract]

Premises, Equipment And Leases [Text Block]

Note 6 – Premises, Equipment and Leases

Premises and equipment on December 31 are summarized below:
(Dollars in thousands)			2016		2015
Land		$	63,463	$	67,442
Buildings			342,027		343,797
Leasehold improvements			26,956		31,270
Furniture, fixtures, and equipment			180,435		194,072
	Premises and equipment, at cost		612,881		636,581
Less accumulated depreciation and amortization			323,496		360,962
Premises and equipment, net		$	289,385	$	275,619

FHN is obligated under a number of noncancelable operating leases for premises with terms up to 30 years, which may include the payment of taxes, insurance and maintenance costs. Operating leases for equipment are not material.

In 2016 and 2015, FHN recognized $5.0 million and $1.1 million, respectively, of fixed asset impairments and lease abandonment charges related to branch closures which are included in All other losses on the Consolidated Statements of Income. In 2016 and 2015, FHN had net gains of $1.8 million and $3.7 million, respectively, related to the sales of bank branches which are included in All other income and commissions on the Consolidated Statements of Income.

Minimum future lease payments for noncancelable operating leases, primarily on premises, on December 31, 2016 are shown below. Aggregate minimum income under sublease agreements for these periods is not material.
(Dollars in thousands)
2017	$	18,847
2018		16,681
2019		14,175
2020		12,668
2021		11,290
2022 and after		42,742
Total minimum lease payments	$	116,403

Payments required under capital leases are not material.

Rent expense incurred under all operating lease obligations for the years ended December 31 is as follows:
(Dollars in thousands)		2016		2015		2014
Rent expense, gross	$	20,812	$	18,166	$	20,123
Sublease income		(477)		(5)		(213)
Rent expense, net	$	20,335	$	18,161	$	19,910

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Intangible Assets

12 Months Ended

Dec. 31, 2016

Goodwill And Intangible Assets Disclosure [Abstract]

Intangible Assets

Note 7 – Intangible Assets

The following is a summary of goodwill and other intangible assets, net of accumulated amortization, included in the Consolidated Statements of Condition:
(Dollars in thousands)	Goodwill		Other Intangible Assets (a)
December 31, 2013	$	141,943	$	21,988
Amortization expense		-		(4,170)
Additions (b)		3,989		11,700
December 31, 2014	$	145,932	$	29,518
Amortization expense		-		(5,253)
Additions (b)		45,375		1,950
December 31, 2015	$	191,307	$	26,215
Amortization expense		-		(5,198)
Additions (c)		64		-
December 31, 2016	$	191,371	$	21,017

• Represents customer lists, acquired contracts, core deposit intangibles, and covenants not to compete.
• See Note 2-Acquisitions and Divestures for further details regarding goodwill related to acquisitions.
• The 2016 increase in goodwill was for tax adjustments related to the TAF acquisition.

The gross carrying amount and accumulated amortization of other intangible assets subject to amortization is $72.3 million and $51.3 million, respectively on December 31, 2016. Estimated aggregate amortization expense is expected to be $4.9 million, $4.7 million, $4.5 million, $1.7 million, and $1.6 million for the twelve-month periods of 2017, 2018, 2019, 2020, and 2021, respectively.

Gross goodwill, accumulated impairments, and accumulated divestiture related write-offs were determined beginning January 1, 2012, when a change in accounting requirements resulted in goodwill being assessed for impairment rather than being amortized. Gross goodwill of $200.0 million with accumulated impairments and accumulated divestiture-related write-offs of $114.1 million and $85.9 million, respectively, were previously allocated to the non-strategic segment, resulting in $0 net goodwill allocated to the non-strategic segment as of December 31, 2015 and 2016. The regional bankingand fixed income segments do not have any accumulated impairments or divestiture related write-offs. The following is a summary of goodwill by reportable segment included in the Consolidated Statements of Condition as of and for the years ended December 31, 2014, 2015 and 2016.

		Regional		Fixed
(Dollars in thousands)		Banking		Income		Total
December 31, 2013		$	43,939	$	98,004	$	141,943
	Additions		3,989		-		3,989
	Impairments		-		-		-
	Divestitures		-		-		-
December 31, 2014		$	47,928	$	98,004	$	145,932
	Additions		45,375		-		45,375
	Impairments		-		-		-
	Divestitures		-		-		-
December 31, 2015		$	93,303	$	98,004	$	191,307
	Additions		64		-		64
	Impairments		-		-		-
	Divestitures		-		-		-
December 31, 2016		$	93,367	$	98,004	$	191,371

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Time Deposit Maturities

12 Months Ended

Dec. 31, 2016

Maturities Of Time Deposits [Abstract]

Time Deposit Maturities [Text Block]

Note 8 – Time Deposit Maturities

Following is a table of maturities for time deposits outstanding on December 31, 2016, which include Certificates of deposit under $100,000, Other time, and Certificates of deposit $100,000 and more. Certificates of deposit in increments of $100,000 or more totaled $.6 billion on December 31, 2016, of this amount $.5 billion represents Certificates of deposit of $250,000 and more. Time deposits are included in Interest-bearing deposits on the Consolidated Statements of Condition.
(Dollars in thousands)
2017	$	960,031
2018		144,921
2019		96,875
2020		80,075
2021		49,002
2022 and after		24,229
Total	$	1,355,133

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Short-Term Borrowings

12 Months Ended

Dec. 31, 2016

Short Term Borrowings [Abstract]

Short-Term Borrowings [Text Block]

Note 9 – Short-term Borrowings

Short-term borrowings include federal funds purchased and securities sold under agreements to repurchase, trading liabilities, and other borrowed funds.

Federal funds purchased and securities sold under agreements to repurchase generally have maturities of less than 90 days. Trading liabilities, which represent short positions in securities, are generally held for less than 90 days. Other short-term borrowings have original maturities of one year or less. On December 31, 2016, fixed income trading securities with a fair value of $68.9million were pledged to secure other short-term borrowings.

The detail of short-term borrowings for the years 2016, 2015 and 2014 is presented in the following table:
(Dollars in thousands)		Federal Funds Purchased			Securities Sold Under Agreements to Repurchase			Trading Liabilities			Other Short-term Borrowings
2016
Average balance	$	589,223		$	425,452		$	771,039		$	198,440
Year-end balance		414,207			453,053			561,848			83,177
Maximum month-end outstanding		695,083			528,024			874,076			792,736
Average rate for the year		0.52	%		0.08	%		1.95	%		0.67	%
Average rate at year-end		0.73			0.08			2.46			0.96
2015
Average balance	$	705,054		$	370,097		$	733,189		$	164,951
Year-end balance		464,166			338,133			566,019			137,861
Maximum month-end outstanding		1,228,125			524,191			866,005			339,468
Average rate for the year		0.26	%		0.06	%		2.18	%		0.67	%
Average rate at year-end		0.50			0.09			2.41			0.82
2014
Average balance	$	1,101,910		$	447,801		$	633,867		$	531,984
Year-end balance		1,037,052			562,214			594,314			157,218
Maximum month-end outstanding		1,247,295			562,214			718,767			1,829,141
Average rate for the year		0.25	%		0.08	%		2.43	%		0.30	%
Average rate at year-end		0.25			0.06			2.60			0.56

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Term Borrowings

12 Months Ended

Dec. 31, 2016

Long Term Debt [Abstract]

Term Borrowings [Text Block]

Note 10 – Term Borrowings

The following table presents information pertaining to Term Borrowings reported on FHN's Consolidated Statements of Condition on December 31:
(Dollars in thousands)		2016		2015
First Tennessee Bank National Association:
Subordinated notes (a) (b)
Maturity date - April 1, 2016 -- 5.65%	$	-	$	252,848
Senior capital notes (b)
Maturity date - December 1, 2019 -- 2.95%		399,384		400,567
Other collateralized borrowings -- Maturity date - December 22, 2037
1.26% on December 31, 2016 and 0.81% on December 31, 2015 (c)		64,812		64,365
Federal Home Loan Bank borrowings
Maturity date - August 2, 2018 -- 0.00%		100		-
First Horizon National Corporation:
Senior capital notes (b)
Maturity date - December 15, 2020 -- 3.50%		489,202		489,833
FT Real Estate Securities Company, Inc.:
Cumulative preferred stock (a)
Maturity date - March 31, 2031 -- 9.50%		46,032		45,964
First Horizon ABS Trusts:
Other collateralized borrowings (d)
Maturity date - October 25, 2034
0.93% on December 31, 2016 and 0.59% on December 31, 2015		23,126		41,100
First Tennessee New Markets Corporation Investments:
Maturity date - October 25, 2018 -- 4.97%		7,301		7,301
Maturity date - February 1, 2033 -- 4.97%		8,000		8,000
Maturity date - August 08, 2036 -- 2.38%		2,699		2,699
Total	$	1,040,656	$	1,312,677

Certain previously reported amounts have been revised to reflect the retroactive effect of the adoption of ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs.” See Note 1- Summary of Significant Accounting Policies for additional information.

• A portion qualifies for total capital under the risk-based capital guidelines.
• Changes in the fair value of debt attributable to interest rate risk are hedged. Refer to Note 22 – Derivatives.
• Secured by trust preferred loans.
• On December 31, 2016 and 2015, borrowings secured by $35.9 million and $52.8 million, respectively, of residential real estate loans.

Annual principal repayment requirements as of December 31, 2016 are as follows:
(Dollars in thousands)
2017	$	-
2018		7,401
2019		400,000
2020		500,000
2021		-
2022 and after		145,637

All subordinated notes are unsecured and are subordinate to other present and future senior indebtedness. A portion of FTBNA’s subordinated notes qualify as Tier 2 capital under the risk-based capital guidelines.

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Preferred Stock

12 Months Ended

Dec. 31, 2016

Class Of Stock Disclosures [Abstract]

Preferred Stock [Text Block]

Note 11 –Preferred Stock

FHN Preferred Stock

On January 31, 2013, FHN issued 1,000 shares having an aggregate liquidation preference of $100 million of Non-Cumulative Perpetual Preferred Stock, Series A for net proceeds of approximately $96 million. Dividends on the Series A Preferred Stock, if declared, accrue and are payable quarterly, in arrears, at a rate of 6.20 percent per annum. For the issuance, FHN issued depositary shares, each of which represents a 1/4000th fractional ownership interest in a share of FHN’s preferred stock. These securities qualify as Tier 1 capital.

Subsidiary Preferred Stock

In 2000 FT Real Estate Securities Company, Inc. (“FTRESC”), an indirect subsidiary of FHN, issued 50shares of 9.50 percent Cumulative Preferred Stock, Class B (“Class B Preferred Shares”), with a liquidation preference of $1.0million per share; of those,47shares were issued to nonaffiliates. As of December 31, 2016, these securities partially qualify as Tier 2 capital and are presented in the Consolidated Statements of Condition as Term borrowings.FTRESC is a real estate investment trust (“REIT”) established for the purpose of acquiring, holding, and managing real estate mortgage assets.Dividends on the Class B Preferred Shares are cumulative and are payable semi-annually.

The Class B Preferred Shares are mandatorily redeemable on March 31, 2031, and redeemable at the discretion of FTRESC in the event that the Class B Preferred Shares cannot be accounted for as Tier 2 regulatory capital or there is more than an insubstantial risk that dividends paid with respect to the Class B Preferred Shares will not be fully deductible for tax purposes. At December 31, 2016 the Class B Preferred Shares partially qualified as Tier 2 regulatory capital and the shares will be fully phased out of Tier 2 regulatory capital in 2018. They are not subject to any sinking fund and are not convertible into any other securities of FTRESC, FHN, or any of its subsidiaries. The shares are, however, automatically exchanged at the direction of the Office of the Comptroller of the Currency for preferred stock of FTBNA, having substantially the same terms as the Class B Preferred Shares in the event FTBNA becomes undercapitalized, insolvent, or in danger of becoming undercapitalized.

Additionally for all periods presented, subsidiaries have also issued $.6 million in aggregate of Cumulative Perpetual Preferred Stock, which has been recognized as Noncontrolling interest on the Consolidated Statements of Condition.  Other preferred shares are outstanding but are owned by FHN subsidiaries and are eliminated in consolidation.

In 2005 FTBNA issued300,000 shares ofClass A Non-Cumulative Perpetual Preferred Stock (“Class A Preferred Stock”) with a liquidation preference of $1,000per share. Dividends on the Class A Preferred Stock, if declared, accrue and are payable each quarter, in arrears, at a floating rate equal to the greater of the three month LIBOR plus .85 percent or 3.75 percent per annum. These securities qualify fully as Tier 1 capital for FTBNA while for FHN consolidated they qualify partially as Tier 1 capital and partially as Tier 2 capital. On December 31, 2016 and 2015, $294.8 million of Class A Preferred Stock was recognized as Noncontrolling interest on the Consolidated Statements of Condition.

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Regulatory Capital and Restrictions

12 Months Ended

Dec. 31, 2016

Regulatory Capital Requirements [Abstract]

Regulatory Capital And Restrictions

Note 12 – Regulatory Capital and Restrictions

Regulatory Capital.FHN and FTBNA are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on FHN's financial statements.Under capital adequacy guidelines and the regulatory framework for prompt corrective action, specific capital guidelines that involve quantitative measures of assets, liabilities, and certain derivatives as calculated under regulatory accounting practices must be met. Capital amounts and classification are also subject to qualitative judgment by the regulators such ascapital components, asset risk weightings, and other factors. Quantitative measures established by regulation to ensure capital adequacy require FHN and FTBNA to maintain minimum amounts and ratios of Total, Tier 1, and Common Equity Tier 1 capital to risk-weighted assets, and of Tier 1 capital to average assets (“Leverage”). Management believes that, as of December 31, 2016, FHN and FTBNA met all capital adequacy requirements to which they were subject.

The actual capital amounts and ratios of FHN and FTBNA are presented in the table below.

	First Horizon National				First Tennessee Bank
	Corporation				National Association
(Dollars in thousands)		Amount	Ratio			Amount	Ratio
On December 31, 2016
Actual:
Total Capital	$	2,926,010	12.24	%	$	2,762,271	11.78	%
Tier 1 Capital		2,671,871	11.17			2,538,382	10.83
Common Equity Tier 1		2,377,987	9.94			2,298,080	9.80
Leverage		2,671,871	9.35			2,538,382	9.16
Minimum Requirement for Capital Adequacy Purposes:
Total Capital		1,913,133	8.00			1,875,780	8.00
Tier 1 Capital		1,434,849	6.00			1,406,835	6.00
Common Equity Tier 1		1,076,137	4.50			1,055,126	4.50
Leverage		1,143,250	4.00			1,108,406	4.00
Minimum Requirement to be Well Capitalized Under Prompt Corrective Action Provisions:
Total Capital						2,344,725	10.00
Tier 1 Capital						1,875,780	8.00
Common Equity Tier 1						1,524,071	6.50
Leverage						1,385,508	5.00
On December 31, 2015
Actual:
Total Capital	$	2,836,715	13.01	%	$	2,768,625	13.09	%
Tier 1 Capital		2,572,141	11.79			2,525,912	11.95
Common Equity Tier 1		2,278,580	10.45			2,284,646	10.81
Leverage		2,572,141	9.85			2,525,912	10.06
Minimum Requirement for Capital Adequacy Purposes:
Total Capital		1,744,961	8.00			1,691,477	8.00
Tier 1 Capital		1,308,721	6.00			1,268,608	6.00
Common Equity Tier 1		981,541	4.50			951,456	4.50
Leverage		1,044,378	4.00			1,004,207	4.00
Minimum Requirement to be Well Capitalized Under Prompt Corrective Action Provisions:
Total Capital						2,114,346	10.00
Tier 1 Capital						1,691,477	8.00
Common Equity Tier 1						1,374,325	6.50
Leverage						1,255,258	5.00

Restrictions on cash and due from banks. Under the Federal Reserve Act and Regulation D, FTBNA is required to maintain a certain amount of cash reserves. On December 31, 2016 and 2015, FTBNA’s net required reserves were $259.2million and $188.3million, respectively, after the consideration of $158.9million and $146.6million in average vault cash. The remaining net reserve requirement for each year was met with Federal Reserve Bank deposits. Vault cash is reflected in Cash and due from banks on the Consolidated Statements of Condition and Federal Reserve Bank deposits are reflected as Interest-bearing cash.

Restrictions on dividends.Cash dividends are paid by FHN from its assets, which are mainly provided by dividends from its subsidiaries. Certain regulatory restrictions exist regarding the ability of FTBNA to transfer funds to FHN in the form of cash, dividends, loans, or advances. As of December 31, 2016, FTBNA had undivided profits of $838.7million, of which none was available for distribution to FHN as dividends without prior regulatory approval. At any given time, the pertinent portions of those regulatory restrictions allow FTBNA to declare preferred or common dividends without prior regulatory approval in an amount equal to FTBNA’s retained net income for the two most recent completed years plus the current year to date. For any period, FTBNA’s ‘retained net income’ generally is equal to FTBNA’s regulatory net income reduced by the preferred and common dividends declared by FTBNA. Excess dividends in either of the two most recent completed years may be offset with available retained net income in the two years immediately preceding it.Applying the applicable rules, FTBNA’s total amount available for dividends was negative $132.5million at December 31, 2016 and at January 1, 2017. FTBNA applied for and received approval from the OCC to declare and pay common dividends to the parent company in the amount of $40.0 million in first quarter 2017,$250.0 million in 2016, and $325.0 million in 2015. During 2016 and 2015, FTBNA declared and paid dividends on its preferred stock quarterly, with OCC approval as necessary. Additionally, FTBNA’s Board has received approval from the OCC to declare and pay and has declared dividends on its preferred stock outstanding payable in April 2017.

The payment of cash dividends by FHN and FTBNA may also be affected or limited by other factors, such as the requirement to maintain adequate capital above regulatory guidelines. For example, beginning in 2016, the ability to pay dividends is restricted if capital ratios fall below regulatory minimums plus a prescribed capital conservation buffer. Furthermore, the Federal Reserve and the OCC require insured banks and bank holding companies only to pay dividends out of current operating earnings. Consequently, the decision of whether FHN will pay future dividends and the amount of dividends will be affected by current operating results.

Restrictions on intercompany transactions.Under current Federal banking law, FTBNA may not enter into covered transactions withany affiliate including the parent company and certain financial subsidiaries in excess of 10 percent of the bank’s capital stock and surplus, as defined, or $312.4million, on December 31, 2016. Covered transactions include a loan or extension of credit to an affiliate, a purchase of or an investment in securities issued by an affiliate and the acceptance of securities issued by the affiliate as collateral for any loan or extension of credit. The equity investment, including retained earnings, in certain of a bank's financial subsidiaries is also treated as a covered transaction. The parent company had covered transactions of $.4million from FTBNA and the bank's financial subsidiary, FTN Financial Securities Corp., had a total equity investment from FTBNA of $361.9million on December 31, 2016. Since the equity investment FTBNA has in FTN Financial Securities Corp. exceeds the 10 percent per affiliate limit, FTBNA cannot engage in any additional covered transactions with this affiliate and the banking regulators could require FTBNA to reduce its equity investment so that it is within the limit. In addition, the aggregate amount of covered transactions with all affiliates, as defined, is limited to 20 percent of the bank’s capital stock and surplus, as defined, or $624.8million, on December 31, 2016. FTBNA’s total covered transactions with all affiliates including the parent company on December 31, 2016 were $362.2million.

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Other Income And Other Expense

12 Months Ended

Dec. 31, 2016

Other Income And Other Expense [Abstract]

Other Income And Other Expense

Note 13 – Other Income and Other Expense

Following is detail of All other income and commissions and All other expense as presented in the Consolidated Statements of Income:
(Dollars in thousands)	2016		2015		2014
All other income and commissions:
ATM interchange fees	$	11,965	$	11,917	$	10,943
Other service charges		11,731		11,610		11,882
Mortgage banking		10,215		3,870		71,257
Electronic banking fees		5,477		5,840		6,190
Letter of credit fees		4,103		4,621		4,864
Deferred compensation		3,025		(1,369)		2,042
Insurance commissions		2,981		2,627		2,257
Gain/(loss) on extinguishment of debt		-		5,793		(4,166)
Other		14,734		15,821		12,390
Total	$	64,231	$	60,730	$	117,659
All other expense:
Litigation and regulatory matters	$	30,469	$	187,607	$	(2,720)
Other insurance and taxes		10,891		12,941		12,900
Travel and entertainment		10,275		9,590		9,095
Customer relations		6,255		5,382		5,726
Employee training and dues		5,691		5,390		4,518
Supplies		4,434		3,827		3,745
Tax credit investments		3,349		4,582		2,087
Miscellaneous loan costs		2,586		2,656		2,690
Foreclosed real estate		773		2,104		2,503
Other		41,568		34,123		41,952
Total	$	116,291	$	268,202	$	82,496
Certain previously reported amounts have been reclassified to agree with current presentation.

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Components of Other Comprehensive Income/(Loss)

12 Months Ended

Dec. 31, 2016

Disclosure Text Block [Abstract]

Components of Other Comprehensive Income/(Loss) [Text Block]

Note 14 – Components of Other Comprehensive Income/(loss)

The following table provides the changes in accumulated other comprehensive income/(loss) by component, net of tax, for the years ended December 31, 2016, 2015 and 2014:
		Securities AFS		Cash Flow Hedges			Pension and Post-retirement Plans		Total
(Dollars in thousands)
Balance as of December 31, 2013		$	(11,241)	$	-	$	(138,768)	$	(150,009)
	Net unrealized gains/(losses)		29,822		-		(71,173)		(41,351)
	Amounts reclassified from AOCI		-		-		3,114		3,114
	Other comprehensive income/(loss)		29,822		-		(68,059)		(38,237)
Balance as of December 31,2014			18,581		-		(206,827)		(188,246)
	Net unrealized gains/(losses)		(14,055)		-		(11,117)		(25,172)
	Amounts reclassified from AOCI		(1,132)		-		358		(774)
	Other comprehensive income/(loss)		(15,187)		-		(10,759)		(25,946)
Balance as of December 31, 2015			3,394		-		(217,586)		(214,192)
	Net unrealized gains/(losses)		(19,709)		130		(16,322)		(35,901)
	Amounts reclassified from AOCI		(917)		(1,395)		4,751		2,439
	Other comprehensive income/(loss)		(20,626)		(1,265)		(11,571)		(33,462)
Balance as of December 31, 2016		$	(17,232)	$	(1,265)	$	(229,157)	$	(247,654)

Reclassifications from AOCI, and related tax effects, were as follows:
(Dollars in thousands)
Details about AOCI			2016		2015		2014	Affected line item in the statement where net income is presented
Securities AFS:
	Realized (gains)/losses on securities AFS	$	(1,485)	$	(1,836)	$	-	Debt securities gains/(losses), net
	Tax expense/(benefit)		568		704		-	Provision/(benefit) for income taxes
			(917)		(1,132)		-
Cash flow hedges:
	Realized (gains)/losses on cash flow hedges		(2,260)		-		-	Interest and fees on loans
	Tax expense/(benefit)		865		-		-	Provision/(benefit) for income taxes
			(1,395)		-		-
Pension and Postretirement Plans:
	Amortization of prior service cost and net actuarial gain/(loss)		7,697		580		5,075	Employee compensation, incentives, and benefits
	Tax expense/(benefit)		(2,946)		(222)		(1,961)	Provision/(benefit) for income taxes
			4,751		358		3,114
Total reclassification from AOCI		$	2,439	$	(774)	$	3,114

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Income Taxes

12 Months Ended

Dec. 31, 2016

Income Tax Disclosure [Abstract]

Income Taxes [Text Block]

Note 15 – Income Taxes

The aggregate amount of income taxes included in the Consolidated Statements of Income and the Consolidated Statements of Equity for the years ended December 31, were as follows:
(Dollars in thousands)			2016		2015		2014
Consolidated Statements of Income:
Income tax expense/(benefit)		$	106,810	$	10,941	$	84,185
Consolidated Statements of Equity:
Income tax expense/(benefit) related to:
	Net unrealized gains/(losses) on pension and other postretirement plans		(7,172)		(6,689)		(42,842)
	Net unrealized gains/(losses) on securities available-for-sale		(12,810)		(9,445)		18,135
	Net unrealized gains/(losses) on cash flow hedges		(780)		-		-
	Share based compensation		(1,613)		(356)		7,220
Total		$	84,435	$	(5,549)	$	66,698

The components of income tax expense/(benefit) for the years ended December 31, were as follows:
(Dollars in thousands)			2016		2015		2014
Current:
	Federal	$	25,234	$	(5,059)	$	83,916
	State		1,803		(8,258)		(3,461)
	Foreign		169		62		1
Deferred:
	Federal		67,109		19,487		(157)
	State		12,495		4,706		3,872
	Foreign		-		3		14
Total		$	106,810	$	10,941	$	84,185

A reconciliation of expected income tax expense/(benefit) at the federal statutory rate of 35 percent to the total income tax expense follows:
(Dollars in thousands)			2016		2015		2014
Federal income tax rate			35%		35%		35%
Tax computed at statutory rate		$	120,862	$	37,889	$	111,381
Increase/(decrease) resulting from:
	State income taxes		9,918		7		8,786
	Bank-owned life insurance ("BOLI")		(5,661)		(4,897)		(6,671)
	401(k) - employee stock ownership plan ("ESOP")		(824)		(714)		(659)
	Tax-exempt interest		(7,098)		(6,507)		(5,798)
	Non-deductible expenses		1,079		887		829
	LIHTC credits and benefits, net of amortization		(6,165)		(7,239)		(8,075)
	Other tax credits		(3,886)		(2,012)		(1,033)
	Change in valuation allowance - DTA		(116)		(3,875)		(13,168)
	Other changes in unrecognized tax benefits		616		(1,386)		(1,570)
	Other		(1,915)		(1,212)		163
	Total	$	106,810	$	10,941	$	84,185

As of December 31, 2016, FHN had net deferred tax asset balances related to federal and state income tax carryforwards of $124.7 million and $19.4 million, respectively, which will expire at various dates as follows:

		Net Deferred Tax Asset Balance
(Dollars in thousands)	Expiration Dates
Alternative minimum tax credits-federal	None	$	14,707
General business credits-federal	2030-2036		65,341
Capital loss carryforward - federal	2017		40,404
Capital loss carryforward - federal	2021		4,065
Net operating losses-federal	2027		175
Net operating losses-states	2017-2021		1,355
Net operating losses-states	2022-2035		18,083

Adeferredtaxasset(“DTA”)ordeferredtaxliability(“DTL”)isrecognizedforthetaxconsequencesoftemporarydifferencesbetweenthefinancialstatementcarryingamountsandthetaxbasesofexistingassetsandliabilities.Thetaxconsequenceiscalculatedbyapplyingenactedstatutorytaxrates,applicabletofutureyears,tothesetemporarydifferences.InordertosupporttherecognitionoftheDTA,FHN’smanagementmustbelievethattherealizationoftheDTAismorelikelythannot.FHNevaluatesthelikelihoodofrealizationoftheDTAbasedonbothpositiveandnegativeevidenceavailableatthetime,including(asappropriate)scheduledreversalsofDTLs,projectedfuturetaxableincome,taxplanningstrategies,andrecentfinancial performance. RealizationisdependentongeneratingsufficienttaxableincomepriortotheexpirationofthecarryforwardsattributabletotheDTA.Inprojectingfuturetaxableincome,FHNincorporatesassumptionsincludingthe estimated amountoffuturestateandfederalpretaxoperatingincome,thereversaloftemporarydifferences,andtheimplementationoffeasibleandprudenttaxplanningstrategies.Theseassumptionsrequiresignificantjudgmentabouttheforecastsoffuturetaxableincomeandareconsistentwiththeplansandestimatesusedtomanagetheunderlyingbusiness.

As of December 31, 2016, the gross DTA is $337.6 million. The gross DTL is $97.4 million as of December 31, 2016. Management has assessed the ability to realize the gross DTA based on positive and negative evidence and on the basis of this evaluation, a valuation allowance of $40.6 million was recorded as of December 31, 2016. As of December 31, 2016 and 2015, FHN established a valuation allowance of $40.4 million and $40.5 million, respectively, against its 2012 federal capital loss carryforward because of the uncertainty that it would be utilized before it expires in 2017. The DTA after the valuation allowance is $297.0 million as of December 31, 2016. Although realization is not assured, FHNbelievesthat it meets the more-likely-than-not requirement with respect to the net DTA after valuation allowance.

Temporary differences which gave rise to deferred tax assets and deferred tax liabilities on December 31, 2016 and 2015 were as follows:
(Dollars in thousands)	2016		2015
Deferred tax assets:
Loss reserves	$	65,605	$	88,925
Employee benefits		83,074		143,474
Accrued expenses		16,767		13,753
Capital loss carryforwards		44,469		40,499
Credit carryforwards		80,048		68,716
State NOL carryforwards		19,438		19,111
Investment in debt securities (ASC 320)		10,693		-
Other		17,515		18,970
Gross deferred tax assets		337,609		393,448
Valuation allowance		(40,593)		(40,806)
Deferred tax assets after valuation allowance	$	297,016	$	352,642
Deferred tax liabilities:
Depreciation and amortization	$	36,347	$	32,177
Equity investments		12,196		10,743
Investment in debt securities (ASC 320)		-		2,088
Other intangible assets		37,596		34,056
Prepaid expenses		11,150		10,893
Other		114		3,366
Gross deferred tax liabilities		97,403		93,323
Net deferred tax assets	$	199,613	$	259,319
Certain previously reported amounts have been reclassified to agree with current presentation.

The total unrecognized tax benefits ("UTB") at December 31, 2016 and 2015, was $4.2 million and $3.7 million, respectively. To the extent such unrecognized tax benefits as of December 31, 2016 are subsequently recognized, $1.8 million of tax benefits would impact tax expense and FHN’s effective tax rate in future periods.

FHN is currently in audit in several jurisdictions. It is reasonably possible that the UTB related to state exposures could decrease by $.4 million during 2017 if audits are completed and settled and if the applicable statutes of limitations expire as scheduled.

FHN recognizes interest accrued and penalties related to UTB within income tax expense. FHN had approximately $.3million and $.1 million accrued for the payment ofinterest as of December 31, 2016 and 2015, respectively. The total amount of interest and penalties recognized in the Consolidated Statements of Income during 2016 and 2015 was an expense of $.2 million and a benefit of $.8 million, respectively.

The rollforward of unrecognized tax benefits is shown below:
(Dollars in thousands)
Balance at December 31, 2014	$	5,207
Increases related to prior year tax positions		913
Decreases related to prior year tax positions		(428)
Increases related to current year tax positions		90
Lapse of statute		(2,109)
Balance at December 31, 2015	$	3,673
Increases related to prior year tax positions		951
Increases related to current year tax positions		27
Settlements		(407)
Balance at December 31, 2016	$	4,244

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Earnings Per Share

12 Months Ended

Dec. 31, 2016

Earnings Per Share [Abstract]

Earnings Per Share

Note 16 – Earnings Per Share

The following table provides reconciliations of net income to net income available to common shareholders and the difference between average basic common shares outstanding and average diluted common shares outstanding:
(Dollars and shares in thousands, except per share data)	2016		2015		2014
Net income/(loss)	$	238,511	$	97,313	$	234,046
Net income attributable to noncontrolling interest		11,465		11,434		11,527
Net income/(loss) attributable to controlling interest		227,046		85,879		222,519
Preferred stock dividends		6,200		6,200		6,200
Net income/(loss) available to common shareholders	$	220,846	$	79,679	$	216,319
Weighted average common shares outstanding - basic		232,700		234,189		234,997
Effect of dilutive securities		2,592		2,077		1,738
Weighted average common shares outstanding - diluted		235,292		236,266		236,735
Net income/(loss) per share available to common shareholders	$	0.95	$	0.34	$	0.92
Diluted income/(loss) per share available to common shareholders	$	0.94	$	0.34	$	0.91

The following table presents 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:
(Shares in thousands)	2016		2015			2014
Stock options excluded from the calculation of diluted EPS		2,610		3,559		4,570
Weighted average exercise price of stock options excluded from the calculation of diluted EPS	$	26.29	$	24.40	$	23.46
Other equity awards excluded from the calculation of diluted EPS		37		98		-

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Contingencies And Other Disclosures

12 Months Ended

Dec. 31, 2016

Commitments And Contingencies Disclosure Abstract

Contingencies And Other Disclosures

Note 17 – Contingencies and Other Disclosures

CONTINGENCIES

Contingent Liabilities Overview

Contingent liabilities arise in the ordinary course of business. Often they are related to lawsuits, arbitration, mediation, and other forms of litigation. Various litigation matters are threatened or pending against FHN and its subsidiaries. Also, FHN at times receives requests for information, subpoenas, or other inquiries from federal, state, and local regulators, from other government authorities, and from other parties concerning various matters relating to FHN’s current or former lines of business. Certain matters of that sort are pending at this time, and FHN is cooperating in those matters. Pending and threatened litigation matters sometimes are resolved in court or before an arbitrator, and sometimes are settled by the parties. Regardless of the manner of resolution, frequently the most significant changes in status of a matter occur over a short time period, often following a lengthy period of little substantive activity. In view of the inherent difficulty of predicting the outcome of these matters, particularly where the claimants seek very large or indeterminate damages, or where the cases present novel legal theories or involve a large number of parties, or where claims or other actions may be possible but have not been brought, FHN cannot reasonably determine what the eventual outcome of the matters will be, what the timing of the ultimate resolution of these matters may be, or what the eventual loss or impact related to each matter may be. FHN establishes a loss contingency liability for a litigation matter when loss is both probable and reasonably estimable as prescribed by applicable financial accounting guidance. If loss for a matter is probable and a range of possible loss outcomes is the best estimate available, accounting guidance requires a liability to be established at the low end of the range.

Based on current knowledge, and after consultation with counsel, management is of the opinion that loss contingencies related to threatened or pending litigation matters should not have a material adverse effect on the consolidated financial condition of FHN, but may be material to FHN’s operating results for any particular reporting period depending, in part, on the results from that period.

Material Loss Contingency Matters

Summary

As used in this Note, "material loss contingency matters" generally fall into at least one of the following categories: (i) FHN has determined material loss to be probable and has established a material loss liability in accordance with applicable financial accounting guidance, other than certain matters reported as having been substantially settled or otherwise substantially resolved; (ii) FHN has determined material loss to be probable but is not reasonably able to estimate an amount or range of material loss liability; or (iii) FHN has determined that material loss is not probable but is reasonably possible, and that the amount or range of that reasonably possible material loss is estimable. As defined in applicable accounting guidance, loss is reasonably possible if there is more than a remote chance of a material loss outcome for FHN. Set forth below are disclosures for certain pending or threatened litigation matters, including all matters mentioned in (i) or (ii) and certain matters mentioned in (iii). In addition, certain other matters, or groups of matters, are discussed relating to FHN's former mortgage origination and servicing businesses. In all litigation matters discussed, unless settled or otherwise resolved, FHN believes it has meritorious defenses and intends to pursue those defenses vigorously.

FHN reassesses the liability for litigation matters each quarter as the matters progress. At December 31, 2016, the aggregate amount of liabilities established for all such loss contingency matters was $28.0 million. These liabilities are separate from those discussed under the heading "Repurchase and Foreclosure Liability" below.

In each material loss contingency matter, except as otherwise noted, there is more than a remote chance that any of the following outcomes will occur: the plaintiff will substantially prevail; the defense will substantially prevail; the plaintiff will prevail in part; or the matter will be settled by the parties. At December 31, 2016, FHN estimates that for all material loss contingency matters, estimable reasonably possible losses in future periods in excess of currently established liabilities could aggregate in a range from zero to approximately $52million.

As a result of the general uncertainties discussed above and the specific uncertainties discussed for each matter mentioned below, it is possible that the ultimate future loss experienced by FHN for any particular matter may materially exceed the amount, if any, of currently established liability for that matter. That possibility exists both for matters included in the estimated reasonably possible loss (“RPL”) range mentioned above and for matters not included in that range.

Material Matters

FHN, along with multiple co-defendants, is defending lawsuits brought by investors which claim that the offering documents under which certificates relating to First Horizon branded securitizations were sold to them were materially deficient. Two of those matters are material: (1) Federal Deposit Insurance Corporation ("FDIC") as receiver for Colonial Bank, in the U.S. District Court for the Middle District of Alabama (Case No. CV-12-791-WKW-WC); and (2) FDIC as receiver for Colonial Bank, in the U.S. District Court for the Southern District of New York (Case No. 12 Civ. 6166 (LLS)(MHD)). The plaintiff in those suits claims to have purchased (and later sold) certificates in a number of separate securitizations and demands damages and prejudgment interest, among several remedies sought. At year-end 2016 both matters were pending, but in January 2017 the parties settled the Alabama matter. The material loss contingency liability mentioned above includes an amount for the Alabama matter, which had not been paid at year-end. The current RPL estimate for the remaining matter is subject to significant uncertainties regarding: the dollar amounts claimed; the potential remedies that might be available or awarded; the outcome of any settlement discussions; the availability of significantly dispositive defenses; and the incomplete status of the discovery process. FDIC’s claims in the New York matter relate to alleged purchases totaling $83.4million. Additional information concerning FHN’s former mortgage businesses is provided below in “Obligations from Legacy Mortgage Businesses.”

Underwriters are co-defendants in the FDIC-New York matter and have demanded, under provisions in the applicable underwriting agreements, that FHN indemnify them for their expenses and any losses they may incur. In addition, FHN has received indemnity demands from underwriters in certain other suits as to which investors claim to have purchased certificates in FH proprietary securitizations but as to which FHN has not been named a defendant.

For most pending indemnity claims FHN is unable to estimate an RPL range due to significant uncertainties regarding: claims as to which the claimant specifies no dollar amount; the potential remedies that might be available or awarded; the availability of significantly dispositive defenses such as statutes of limitations or repose; the outcome of potentially dispositive early-stage motions such as motions to dismiss; the incomplete status of the discovery process; the lack of a precise statement of damages; and lack of precedent claims. The alleged purchase prices of the certificates subject to pending indemnification claims, excluding the FDIC-New York matter, total $409.9million.

FHN is defending a suit filed in January 2017 by the successor to a purchaser of other whole loans sold, ResCap Liquidating Trust, which is pending in the U.S District Court for the District of Minnesota (Case No. 17-CV-194). Plaintiff claims that FHN breached representations and warranties made in the loan sales, which occurred over many years, and that FHN is obligated to indemnify plaintiff for certain losses. The suit seeks make-whole and other damages, indemnification, a declaratory judgment, and other remedies. FHN is unable to estimate an RPL range for this matter due to significant uncertainties regarding, among other things: lack of information about the claims made; the prospects for potentially dispositive early-stage motions; the prospects for significantly dispositive defenses; the scope of potential remedies that might be available or awarded; lack of any discovery; lack of a precise statement of damages; and lack of precedent claims.

FHN has additional potential exposures related to its former mortgage businesses. A few of those matters have become litigation which FHN currently estimates are immaterial, some are non-litigation claims or threats, some are mere subpoenas or other requests for information, and in some areas FHN has no indication of any active or threatened dispute. Some of those matters might eventually result in loan repurchases or make-whole payments and could be included in the repurchase liability discussed below, and some might eventually result in damages or other litigation-oriented liability, but none are included in the material loss contingency liabilities mentioned above or in the RPL range mentioned above. Additional information concerning such exposures is provided below in “Obligations from Legacy Mortgage Businesses.”

Material Gain Contingency Matter

In second quarter 2015 FHN reached an agreement with DOJ and HUD to settle potential claims related to FHN’s underwriting and origination of loans insured by FHA. Under that agreement FHN paid $212.5 million. FHN believes that certain insurance policies, having an aggregate policy limit of $75 million, provide coverage for FHN’s losses and related costs. The insurers have denied and/or reserved rights to deny coverage. FHN has brought suit against the insurers to enforce the policies under Tennessee law. In connection with this litigation the previously recognized expenses associated with the settled matter may be recouped in part. Under applicable financial accounting guidance FHN has determined that although material gain from this litigation is not probable, there is a reasonably possible (more than remote) chance of a material gain outcome for FHN. FHN cannot determine a probable outcome that may result from this matter because of the uncertainty of the potential outcomes of the legal proceedings and also due to significant uncertainties regarding: legal interpretation of the relevant contracts; potential remedies that might be available or awarded; the ultimate effect of counterclaims asserted by the defendants; and incomplete discovery. Additional information concerning FHN’s former mortgage businesses is provided below in “Obligations from Legacy Mortgage Businesses.”

Obligations from Legacy Mortgage Businesses

The loss contingencies mentioned above under “Material Matters” stem from FHN’s former mortgage origination and servicing businesses. FHN retains potential for further exposure, in addition to the matters named, from those former businesses. The following discussion provides context and other information to enhance an understanding of those matters and exposures.

Overview

Prior to September 2008 FHN originated loans through its legacy mortgage business, primarily first lien home loans, with the intention of selling them. Sales typically were effected either as non-recourse whole-loan sales or through non-recourse proprietary securitizations. Conventional conforming single-family residential mortgage loans were sold predominately to two GSEs: Fannie Mae and Freddie Mac. Also, federally insured or guaranteed whole loans were pooled, and payments to investors were guaranteed through Ginnie Mae. Many mortgage loan originations, especially nonconforming mortgage loans, were sold to investors, or certificate-holders, predominantly through FH proprietary securitizations but also, to a lesser extent, through other whole loans sold to private non-Agency purchasers. FHN used only one trustee for all of its FH proprietary securitizations. FHN also originated mortgage loans eligible for FHA insurance or VA guaranty. In addition, FHN originated and sold HELOCs and second lien mortgages through other whole loans sold to private purchasers and, to a lesser extent, through FH proprietary securitizations. Currently, only one FH securitization of HELOCs remains outstanding.

For non-recourse loan sales, FHN has exposure for repurchase of loans, make-whole damages, or other related damages, arising from claims that FHN breached its representations and warranties made at closing to the purchasers, including GSEs, other whole loan purchasers, and the trustee of FH proprietary securitizations.

During the time these legacy activities were conducted, FHN frequently sold mortgage loans “with servicing retained.” As a result, FHN accumulated substantial amounts of MSR on its balance sheet, as well as contractual servicing obligations and related deposits and receivables. FHN conducted a significant servicing business under its First Horizon Home Loans brand.

MI was required by GSE rules for certain of the loans sold to GSEs and was also provided for certain of the loans that were securitized. MI generally was provided for first lien loans sold or securitized having an LTV ratio at origination of greater than 80 percent.

In 2007, market conditions deteriorated to the point where mortgage-backed securitizations no longer could be sold economically; FHN’s last securitization occurred that year. FHN continued selling mortgage loans to GSEs until August 31, 2008, when FHN sold its national mortgage origination and servicing platforms along with a portion of its servicing assets and obligations. FHN contracted to have its remaining servicing obligations sub-serviced. Since the platform sale FHN has sold substantially all remaining servicing assets and obligations.

Certain mortgage-related terms used in this “Contingencies” section are defined in “Mortgage-Related Glossary” at the end of this Overview.

Repurchase and Make-Whole Obligations

Starting in 2009, FHN received a high number of claims either to repurchase loans from the purchaser or to pay the purchaser to “make them whole” for economic losses incurred. These claims have been driven primarily by loan delinquencies. In repurchase or make-whole claims a loan purchaser typically asserts that specified loans violated representations and warranties FHN made when the loans were sold. A significant majority of claims received overall have come from GSEs, and the remainder are from purchasers of other whole loan sales. FHN has not received a loan repurchase or make-whole claim from the FH proprietary securitization trustee.

Generally, FHN reviews each claim and MI cancellation notice individually. FHN’s responses include appeal, provide additional information, deny the claim (rescission), repurchase the loan or remit a make-whole payment, or reflect cancellation of MI.

After several years resolving repurchase and make-whole claims with each GSE on a loan-by-loan basis, in 2013 and 2014 FHN entered into DRAs with the GSEs, resolving at once a large fraction of potential claims. Starting in 2014, the overall number of such claims diminished substantially, primarily as a result of the DRAs. Each DRA resolved obligations associated with loans originated from 2000 to 2008, but certain obligations and loans were excluded. Under each DRA, FHN remains responsible for repurchase obligations related to certain excluded defects (such as title defects and violations of the GSE's Charter Act) and FHN continues to have loan repurchase or monetary compensation obligations under the DRAs related to private mortgage insurance rescissions, cancellations, and denials (with certain exceptions). FHN also has exposure related to loans where there has been a prior bulk sale of servicing, as well as certain other whole-loan sales. With respect to loans where there has been a prior bulk sale of servicing, FHN is not responsible for MI cancellations and denials to the extent attributable to the acts of the current servicer.

While large portions of repurchase claims from the GSEs were settled with the DRAs, large-scale settlement of repurchase,make-whole, and indemnity claims with non-Agency claimants is not practical. Those claims are resolved case by case or, occasionally, with less-comprehensive settlements. In second quarter 2016, in the largest such settlement to date, FHN settled certain claims which reduced the repurchase and foreclosure liability and resulted in a reversal of certain prior provision expense. Such claims that are not resolved by the parties can, and sometimes have, become litigation.

FH Proprietary Securitization Actions

FHN has potential financial exposure from FH proprietary securitizations outside of the repurchase/make-whole process. Several investors in certificates sued FHN and others starting in 2009, and several underwriters or other counterparties have demanded that FHN indemnify and defend them in securitization lawsuits. The pending suits generally assert that disclosures made to investors in the offering and sale of certificates were legally deficient.

Servicing Obligations

FHN’s national servicing business was sold as part of the platform sale in 2008. A significant amount of MSR was sold at that time, and a significant amount was retained. The related servicing activities, including foreclosure and loss mitigation practices, not sold in 2008 were outsourced through a three-year subservicing arrangement (the “2008 subservicing agreement”) with the platform buyer (the “2008 subservicer”). The 2008 subservicing agreement expired in 2011 when FHN entered into a replacement agreement with a new subservicer (the “2011 subservicer”). In fourth quarter 2013, FHN contracted to sell a substantial majority of its remaining servicing obligations and servicing assets (including advances) to the 2011 subservicer. The servicing was transferred to the buyer in stages, and was substantially completed in first quarter 2014. The servicing still retained by FHN continues to be subserviced.

As servicer, FHN had contractual obligations to the owners of the loans (primarily GSEs) and securitization trustees, to handle billing, custodial, and other tasks related to each loan. Each subservicer undertook to perform those obligations on FHN’s behalf during the applicable subservicing period, although FHN legally remained the servicer of record for those loans that were subserviced.

The 2008 subservicer has been subject to a consent decree, and entered into a settlement agreement with regulators related to alleged deficiencies in servicing and foreclosure practices. The 2008 subservicer has made demands of FHN, under the 2008 subservicing agreement, to pay certain resulting costs and damages totaling $43.5million. FHN disagrees with those demands and has made no payments. This disagreement has the potential to result in litigation and, in any such future litigation, the claim against FHN may be substantial.

A certificate holder has contacted FHN, threatening to make claims based on alleged deficiencies in servicing loans held in certain FH proprietary securitization trusts. The holder has sued the FH securitization trustee, but (to date) has not sued FHN. FHN cannot predict how this inquiry, or the trustee suit, will proceed nor whether any claim or suit, if made or brought against FHN, will be material to FHN.

Origination Data

From 2005 through 2008, FHN originated and sold $69.5 billion of mortgage loans to the Agencies. This includes $57.6 billion of loans sold to GSEs and $11.9 billion of loans guaranteed by Ginnie Mae. Although FHN conducted these businesses before 2005, GSE loans originated in 2005 through 2008 account for a substantial majority of all repurchase requests/make-whole claims received since the 2008 platform sale.

From 2005 through 2007, $26.7billion of mortgage loans were included in FH proprietary securitizations.

Mortgage-Related Glossary
Agencies	the two GSEs and Ginnie Mae	HELOC	home equity line of credit
certificates	securities sold to investors representing interests in mortgage loan securitizations	HUD	Dept. of Housing and Urban Development
DOJ	U.S. Department of Justice	LTV	loan-to-value, a ratio of the loan amount divided by the home value
DRA	definitive resolution agreement with a GSE	MI	private mortgage insurance, insuring against borrower payment default
Fannie Mae, Fannie, FNMA	Federal National Mortgage Association	MSR	mortgage servicing rights
FH proprietary securitization	securitization of mortgages sponsored by FHN under its First Horizon brand	nonconforming loans	loans that did not conform to Agency program requirements
FHA	Federal Housing Administration	other whole loans sold	mortgage loans sold to private, non-Agency purchasers
Freddie Mac, Freddie, FHLMC	Federal Home Loan Mortgage Corporation	2008 platform sale, platform sale, 2008 sale	FHN's sale of its national mortgage origination and servicing platforms in 2008
Ginnie Mae, Ginnie, GNMA	Government National Mortgage Association	pipeline or active pipeline	pipeline of mortgage repurchase, make-whole, & certain related claims against FHN
GSEs	Fannie Mae and Freddie Mac	VA	Veterans Administration

Repurchase and Foreclosure Liability

The repurchase and foreclosure liability is comprised of reserves to cover estimated loss content in the active pipeline, estimated future inflows, as well as estimated loss content related to certain known claims not currently included in the active pipeline. FHN compares the estimated probable incurred losses determined under the applicable loss estimation approaches for the respective periods with current reserve levels. Changes in the estimated required liability levels are recorded as necessary through the repurchase and foreclosure provision.

Based on currently available information and experience to date, FHN has evaluated its loan repurchase, make-whole, and certain related exposuresand has accrued for losses of $66.0 million and $115.6million as of December 31, 2016 and 2015, respectively, including a smaller amount related to equity-lending junior lien loan sales. Accrued liabilities for FHN’s estimate of these obligations are reflected in Other liabilities on the Consolidated Statements of Condition. Charges/expense reversals to increase/decrease the liability are included within Repurchase and foreclosure provision on the Consolidated Statements of Income.The estimatesare based upon currently available information and fact patterns that exist as of the balance sheet dates and could be subject to future changes.Changes to any one of these factors could significantly impact the estimate of FHN's liability.

Government-Backed Mortgage Lending Programs

FHN’s FHA and VA program lending was substantial prior to the 2008 platform sale, and has continued at a much lower level since then. As lender, FHN made certain representations and warranties as to the compliance of the loans with program requirements. Over the past several years, most recently in first quarter 2015, FHN occasionally has recognized significant losses associated with settling claims and potential claims by government agencies, and by private parties asserting claims on behalf of agencies, related to these origination activities. At December 31, 2016, FHN had not accrued a liability for any matter related to these government lending programs, and no pending or known threatened matter related to these programs represented a material loss contingency described above.

Other FHN Mortgage Exposures

At December 31, 2016, FHN had not accrued a liability for exposure for repurchase of first-lien loans related to FH proprietary securitizations arising from claims from the trustee that FHN breached its representations and warranties in FH proprietary securitizations at closing. FHN’s trustee is a defendant in lawsuits in which the plaintiffs have asserted that the trustee has duties to review loans and otherwise to act against FHN outside of the duties specified in the applicable trust documents; FHN is not a defendant and is not able to assess what, if any, exposure FHN may have as a result of them.

FHN is defending, directly or as indemnitor, certain pending lawsuits brought by purchasers of certificates in FH proprietary securitizations or their assignees. FHN believes a new lawsuit based on federal securities claims that offering disclosures were deficient cannot be brought at this time due to the running of applicable limitation periods, but other investor claims, based on other legal theories, might still be possible. Due to sales of MSR starting in 2008, FHN has limited visibility into current loan information such as principal payoffs, refinance activity, delinquency trends, and loan modification activity.

Many non-GSE purchasers of whole loans from FHN included those loans in their own securitizations. Regarding such other whole loans sold, FHN made representations and warranties concerning the loans and provided indemnity covenants to the purchaser/securitizer. Typically the purchaser/securitizer assigned key contractual rights against FHN to the securitization trustee. As mentioned above, repurchase, make-whole, indemnity, and other monetary claims related to specific loans are included in the active pipeline and repurchase reserve. In addition, currently the following categories of actions are pending which involve FHN and other whole loans sold: (i) FHN has received indemnification requests from purchasers of loans or their assignees in cases where FHN is not a defendant; (ii) FHN has received subpoenas seeking loan reviews in cases where FHN is not a defendant; (iii) FHN has received repurchase demands from purchasers or their assignees; and (iv) FHN is a defendant in legal actions involving FHN-originated other whole loans sold. At December 31, 2016, FHN’s repurchase and foreclosure liability considered certain known exposures from other whole loans sold.

Certain government entities have subpoenaed information from FHN and others. These entities include the FDIC (on behalf of certain failed banks) and the FHLBs of San Francisco, Atlanta, and Seattle, among others. These entities purport to act on behalf of several purchasers of FH proprietary securitizations, and of non-FH securitizations which included other whole loans sold. Collectively, the subpoenas seek information concerning: a number of FH proprietary securitizations and/or underlying loan originations; and originations of certain other whole loans sold which, in many cases, were included by the purchaser in its own securitizations. Some subpoenas fail to identify the specific investments made or loans at issue. Moreover, FHN has limited information regarding at least some of the loans under review. Unless and until a review (if related to specific loans) becomes an identifiable repurchase claim, the associated loans are not considered part of the active pipeline.

OTHER DISCLOSURES

Visa Matters

FHN is a member of the Visa USA network. In October 2007, the Visa organization of affiliated entities completed a series of global restructuring transactions to combine its affiliated operating companies, including Visa USA, under a single holding company, Visa Inc. (“Visa”). Upon completion of the reorganization, the members of the Visa USA network remained contingently liable for certain Visa litigation matters (the "Covered Litigation"). Based on its proportionate membership share of Visa USA, FHN recognized a contingent liability in fourth quarter 2007 related to this contingent obligation. In March 2008, Visa completed its initial public offering (“IPO”) and funded an escrow account from its IPO proceeds to be used to make payments related to the Visa litigation matters. FHN received approximately 2.4 million Class B shares in conjunction with Visa’s IPO.

Conversion of these shares into Class A shares of Visa is prohibited until the final resolution of the covered litigation. In conjunction with the prior sales of Visa Class B shares in December 2010 and September 2011, FHN and the purchasers entered into derivative transactions whereby FHN will make, or receive, cash payments whenever the conversion ratio of the Visa Class B shares into Visa Class A shares is adjusted. The conversion ratio is adjusted when Visa deposits funds into the escrow account to cover certain litigation. As of December 31, 2016 and 2015, the derivative liabilities were $6.2 million and $4.8 million, respectively.

In July 2012, Visa and MasterCard announced a joint settlement (the "Settlement") related to the Payment Card Interchange matter, one of the Covered Litigation matters. Based on the amount of the Settlement attributable to Visa and an assessment of FHN's contingent liability accrued for Visa litigation matters, the Settlement did not have a material impact on FHN. The Settlement was vacated upon appeal in June 2016.Accordingly, the outcome of this matter remains uncertain. Additionally, other Covered Litigation matters are also pending judicial resolution, including new matters filed by class members who opted out of the Settlement. So long as any Covered Litigation matter remains pending, FHN's ability to transfer its Visa holdings is restricted, with limited exceptions.

FHN now holds approximately 1.1 million Visa Class B shares.FHN’s Visa shares are not considered to be marketable and therefore are included in the Consolidated Statements of Condition at their historical cost of $0. As of December 31, 2016, the conversion ratio is 165 percent reflecting a Visa stock split in March 2015, and the contingent liability is $.8 million. Future funding of the escrow would dilute this conversion ratio by an amount that is not determinable at present. Based on the closing price on December 31, 2016, assuming conversion into Class A shares at the current conversion ratio, FHN’s Visa holdings would have a value of approximately $143 million. Recognition of this value is dependent upon the final resolution of the remainder of Visa’s Covered Litigation matters without further reduction of the conversion ratio.

Indemnification Agreements and Guarantees

In the ordinary course of business, FHN enters into indemnification agreements for legal proceedings against its directors and officers and standard representations and warranties for underwriting agreements, merger and acquisition agreements, loan sales, contractual commitments, and various other business transactions or arrangements. The extent of FHN’s obligations under these agreements depends upon the occurrence of future events; therefore, it is not possible to estimate a maximum potential amount of payouts that could be required with such agreements.

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Pension, Savings, And Other Employee Benefits

12 Months Ended

Dec. 31, 2016

Pension, Savings, And Other Employee Benefits [Abstract]

Pension, Savings, And Other Employee Benefits

Note 18 – Pension, Savings, and Other Employee Benefits

Pension plan. FHN sponsors a noncontributory, qualified defined benefit pension plan to employees hired or re-hired on or before September 1, 2007. Pension benefits are based on years of service, average compensation near retirement or other termination, and estimated social security benefits at age 65. Benefits under the plan are “frozen” so that years of service and compensation changes after 2012 do not affect the benefit owed. Minimum contributions are based upon actuarially determined amounts necessary to fund the benefit obligation. Decisions to contribute to the planare based upon pension funding requirements under the Pension Protection Act, the maximum amount deductible under the Internal Revenue Code, the actual performance of plan assets, and trends in the regulatory environment. FHN contributed $165 million to the qualified pension plan in third quarter 2016. The contribution had no effect on FHN’s 2016 Consolidated Statements of Income. Management has assessed the need for future contributions, and does not currently anticipate that FHN will make a contribution to the qualified pension plan in 2017.

FHN also maintains non-qualified plans including a supplemental retirement plan that covers certain employees whose benefits under the qualified pension plan have been limited by tax rules. These other non-qualified plans are unfunded, and contributions to these plans cover all benefits paid under the non-qualified plans. Payments made under the non-qualified plans were $5.1 million for 2016. FHN anticipates making benefit payments under the non-qualified plans of $5.0 million in 2017.

Savings plan.FHN provides all qualifying full-time employees with the opportunity to participate in the FHN tax qualified 401(k) savingsplan. The qualified plan allows employees to defer receipt of earned salary, up to tax law limits, on a tax-advantaged basis. Accounts, which areheld in trust, may be invested in a wide range of mutual funds and in FHN common stock. Up to tax law limits, FHN provides a100 percentmatch for the first6percent of salary deferred, with company matching contributions invested according to a participant’s current investment elections. The savings plan also allows employees to invest in a non-leveraged employee stock ownership plan (“ESOP”). Cash dividends on shares held by the ESOP are charged to retained earnings and the shares are considered outstanding in computing earnings per share. The number of allocated shares held by the ESOP totaled 7,793,110 on December 31, 2016. Through a non-qualified savings restoration plan, FHN provides a restorative benefit to certain highly-compensated employees who participate in the savings plan and whose contribution elections are capped by tax limitations.

FHN also provides “flexible dollars” to assist employees with the cost of annual benefits and/or allow the employee to contribute to his or her qualified savings plan account. These “flexible dollars” are pre-tax contributions and are based upon the employees’ years of service and qualified compensation. Contributions made by FHN through the flexible benefits plan and the company matches were $21.6 million for 2016, $20.8 million for 2015, and $20.4 million for 2014.

Other employee benefits. FHN provides postretirement life insurance benefits to certain employees and also provides postretirement medical insurance benefits to retirement-eligible employees. The postretirement medical plan is contributory with FHN contributing a fixed amount for certain participants. FHN’s postretirement benefits include certain prescription drug benefits. In 2015, FHN notified participants of revisions to the retiree medical plan effective January 1, 2016. In conjunction with this action, FHN recognized an $8.3 million curtailment gain in third quarter 2015. FHN also recognized a $1.0 million reduction in the plans’ projected benefit obligation and a $5.3 million tax-effected adjustment to accumulated other comprehensive income.

Actuarial assumptions. FHN’s process for developing the long-term expected rate of return of pension plan assets is based on capital marketexposure as the source of investment portfolio returns. Capital market exposure refers to the plan’s broad allocation of its assets to assetclasses, such as large cap equity and fixed income. FHN also considers expectations for inflation, real interest rates, and various riskpremiums based primarily on the historical risk premium for each asset class. The expected return is based upon a thirty year time horizon. In conjunction with the contribution made in 2016, the asset allocation strategy for the qualified pension plan was adjusted through the sale of all equity investments with investment of the proceeds, in addition to the contribution, into fixed income instruments that more closely matched the estimated duration of payment obligations. Consequently, FHN selected a 4.50percent assumption for 2017 for the qualified defined benefit pension plan and a 2.15percent assumption forpostretirement medical plan assets dedicated to employees who retired prior to January 1, 1993. FHN selected a 6.00 percent assumption for postretirement medical plan assets dedicated to employees who retired after January 1, 1993.

The discount rates for the three years ended 2016 for pension and other benefits were determined by using a hypothetical AA yield curverepresented by a series of annualized individual discount rates from one-half to thirty years. The discount rates are selected based upon dataspecific to FHN’s plans and employee population. The bonds used to create the hypothetical yield curve were subjected to several requirementsto ensure that the resulting rates were representative of the bonds that would be selected by management to fulfill the company’s fundingobligations. In addition to the AA rating, only non-callable bonds were included. Each bond issue was required to have at least $250 million paroutstanding so that each issue was sufficiently marketable. Finally, bonds more than two standard deviations from the average yield wereremoved. When selecting the discount rate, FHN matches the duration of high quality bonds with the duration of the obligations of the plan asof the measurement date. For all years presented, the measurement date of the benefit obligations and net periodic benefit costs wasDecember 31.

The actuarial assumptions used in the defined benefit pension plan and other employee benefit plans were as follows:
	Benefit Obligations			Net Periodic Benefit Cost
	2016	2015	2014	2016	2015	2014
Discount rate
Qualified pension	4.39%	4.68%	4.30%	4.69%	4.30%	5.15%
Nonqualified pension	4.07%	4.33%	4.00%	4.34%	4.00%	4.70%
Other nonqualified pension	3.39%	3.57%	3.35%	3.57%	3.35%	4.05%
Postretirement benefits	3.67% - 4.57%	3.76% - 4.87%	3.45% - 4.45%	3.84% - 4.87%	3.45% - 4.45%	4.10% - 5.35%
Expected long-term rate of return
Qualified pension/postretirement benefits	4.50%	6.00%	5.85%	6.00%	5.85%	6.60%
Postretirement benefit (retirees post January 1, 1993)	6.00%	6.15%	6.35%	6.15%	6.35%	6.95%
Postretirement benefit (retirees prior to January 1, 1993)	2.15%	2.10%	2.30%	2.10%	2.30%	2.85%

In 2014, the Society of Actuaries published updated life expectancy tables based upon a study of recent non-governmental pension plan experience in the United States. These new tables reflected the increased longevity of pension plan participants as well as projected future improvements in life expectancy in comparison to prior life expectancy tables. FHN included the newly released tables within the annual re-measurement of its pension and postretirement plan calculations beginning in 2014. Consideration of the new life expectancy tables resulted in an 8 percent increase of the projected benefit obligations for FHN’s pension plans in 2014 compared to the use of the former tables. The effects of subsequent changes in life expectancy tables have not been significant.

The rate of compensation increase previously had a significant effect on the actuarial assumptions used for the defined benefit pension plan. However, given the pension plan freeze as of December 31, 2012, the rate of compensation increase no longer applies to the qualified pension plan.

The health care cost trend rate assumption previously had a significant effect on the amounts reported. However, given the change to a defined contribution subsidy model for postretirement medical insurance benefits, a one-percentage-point change in assumed health care cost trend rates would have no impact on the reported service and interest cost components or the postretirement benefit obligation at the end of the plan year since the annual rate of increase in health care costs was no longer included in the actuarial assumptions for that plan for the 2016 and 2015measurements.

The components of net periodic benefit cost for the plan years 2016, 2015 and 2014 are as follows:
		Total Pension Benefits						Other Benefits
(Dollars in thousands)		2016		2015		2014		2016		2015		2014
Components of net periodic benefit cost
Service cost	$	39	$	40	$	56	$	110	$	146	$	207
Interest cost		31,216		36,424		34,915		1,292		1,413		1,754
Expected return on plan assets		(39,123)		(37,516)		(40,093)		(913)		(956)		(1,025)
Amortization of unrecognized:
Prior service cost/(credit)		196		333		346		170		(830)		(1,163)
Actuarial (gain)/loss		8,141		10,103		6,898		(810)		(1,014)		(1,006)
Net periodic benefit cost		469		9,384		2,122		(151)		(1,241)		(1,233)
ASC 715 curtailment (income) (a)		-		-		-		-		(8,283)		-
ASC 715 special termination benefits (b)		-		-		1,009		-		-		-
Total periodic benefit costs	$	469	$	9,384	$	3,131	$	(151)	$	(9,524)	$	(1,233)

(a)In 2015, an announced revision to the retiree medical plan triggered curtailment accounting. In accordance with its practice, FHN performed a remeasurement of the plan in conjunction with the curtailment and realized a curtailment gain.

(b) In 2014, a one-time special termination benefits charge was recognized related to recalculation of a participant’s benefit under a non-qualified plan upon retirement.

The long-term expected rate of return is applied to the market-related value of plan assets in determining the expected return on plan assets. FHN determines the market-related value of plan assets using a calculated value that recognizes changes in the fair value of plan assets over five years, as permitted by GAAP.

In 2016, FHN changed its methodology for the calculation of interest cost for its applicable employee benefit plans. Prior to 2016 FHN utilized a weighted average discount rate to determine interest cost, which is the same discount rate used to calculate the projected benefit obligation. Starting in 2016, FHN adopted a spot rate approach which applies duration-specific rates from the full yield curve to estimated future benefit payments for the determination of interest cost. This change in accounting estimate reduced interest cost across all plans by $5.8 million in 2016.

The following tables set forth the plans' benefit obligations and plan assets for 2016 and 2015:
	Total Pension Benefits				Other Benefits
(Dollars in thousands)	2016		2015		2016		2015
Change in benefit obligation
Benefit obligation, beginning of year	$	816,529	$	859,853	$	33,166	$	35,328
Service cost		39		40		110		146
Interest cost		31,216		36,424		1,292		1,413
Actuarial (gain)/loss		12,733		(49,919)		2,110		(2,393)
Actual benefits paid (a)		(55,975)		(29,869)		(1,275)		(1,057)
Gain due to curtailment		-		-		-		(271)
Benefit obligation, end of year	$	804,542	$	816,529	$	35,403	$	33,166
Change in plan assets
Fair value of plan assets, beginning of year	$	638,169	$	695,549	$	16,128	$	16,639
Actual return on plan assets		27,448		(31,699)		991		(169)
Employer contributions		169,230		4,188		873		715
Actual benefits paid - settlement payments		-		-		(1,275)		(1,057)
Actual benefits paid - other payments (a)		(55,975)		(29,869)		-		-
Fair value of plan assets, end of year	$	778,872	$	638,169	$	16,717	$	16,128
Funded status of the plans	$	(25,670)	$	(178,360)	$	(18,686)	$	(17,038)
Amounts recognized in the Statements of Condition
Other assets	$	18,104	$	-	$	13,050	$	12,679
Other liabilities		(43,774)		(178,360)		(31,736)		(29,717)
Net asset/(liability) at end of year	$	(25,670)	$	(178,360)	$	(18,686)	$	(17,038)

(a)Increase in 2016 due to the settlement of certain terminated, vested participants in qualified pension plan.

The qualified pension plan was overfunded as of December 31, 2016, by $18.1 million. The nonqualified pension plan was underfunded as of December 31, 2016, by $43.8million. At year-end 2015, the qualified and nonqualified pension plans were underfunded by $132.6million, and $45.8million, respectively. Because of the pension freeze as of the end of 2012, the pension benefit obligation and the accumulated benefit obligation are the same as of December 31, 2016 and 2015. The projected benefit obligation and the accumulated benefit obligation for the qualified pension plan exceeded all corresponding plan assets as of December 31, 2015.

Unrecognized actuarial gains and losses and unrecognized prior service costs and credits are recognized as a component of accumulated other comprehensive income. Balances reflected in accumulated other comprehensive income on a pre-tax basis for the years ended December 31, 2016 and 2015 consist of:

	Total Pension Benefits				Other Benefits
(Dollars in thousands)	2016		2015		2016		2015
Amounts recognized in accumulated other comprehensive income
Prior service cost/(credit)	$	52	$	248	$	95	$	265
Net actuarial (gain)/loss		379,724		363,457		(8,076)		(10,918)
Total	$	379,776	$	363,705	$	(7,981)	$	(10,653)

The pre-tax amounts recognized in other comprehensive income during 2016 and 2015 were as follows:
		Total Pension Benefits				Other Benefits
(Dollars in thousands)		2016		2015		2016		2015
Changes in plan assets and benefit obligation recognized in other comprehensive income
Net actuarial (gain)/loss arising during measurement period		$	24,408	$	19,296	$	2,032	$	(1,268)
Items amortized during the measurement period:
	Prior service credit/(cost) (a)		(196)		(333)		(170)		8,842
	Net actuarial gain/(loss)		(8,141)		(10,103)		810		1,014
Total recognized in other comprehensive income		$	16,071	$	8,860	$	2,672	$	8,588

(a)In 2015, an announced revision to the retiree medical plan triggered curtailment accounting. In accordance with its practice, FHN performed a remeasurement of the plan in conjunction with the curtailment and realized a curtailment gain.

FHN utilizes the minimum amortization method in determining the amount of actuarial gains or losses to include in plan expense. Under this approach, the net deferred actuarial gain or loss that exceeds a threshold is amortized over the average remaining service period of active plan participants. The threshold is measured as the greater of: 10 percent of a plan’s projected benefit obligation as of the beginning of the year or 10 percent of the market related value of plan assets as of the beginning of the year. FHN amortizes actuarial gains and losses using the estimated average remaining life expectancy of the remaining participants since all participants are considered inactive due to the freeze.

For pension plans, the estimated actuarial loss that would be amortized from AOCI into net periodic benefit cost in 2017 is $9.5 million. For other postretirement plans, the estimated actuarial gain to be amortized from AOCI into net periodic benefit in 2017 is $.6 million. In 2017, the estimated prior service cost expected to be amortized from AOCI into net periodic benefits related to pension and other postretirement plans is not expected to be material.

FHN does not expect any defined benefit pension plan’s and other employee benefit plan’s assets to be returned to FHN in 2017.

The following table provides detail on expected benefit payments, which reflect expected future service, as appropriate:
		Pension		Other
(Dollars in thousands)		Benefits		Benefits
2017	$	33,453	$	1,499
2018		35,139		1,549
2019		37,214		1,603
2020		39,553		1,663
2021		41,452		1,728
2022-2026		226,735		9,625

Plan assets. FHN’s overall investment goal is to create, over the life of the pension plan and retiree medical plan, an adequate pool of sufficiently liquid assets to support the qualified pension benefit obligations to participants, retirees, and beneficiaries, as well as to partially support the medical obligations to retirees and beneficiaries. Thus, the qualified pension plan and retiree medical plan seek to achieve a high level of investment return consistent with a prudent level of portfolio risk.

Prior to the contribution in third quarter 2016, FHN had adopted an investment strategy that reduced equities and increased long duration fixed income allocations over time with the intention of reducing volatility of funded status and pension costs. Plan assets were shifted from equities to fixed income securities when certain funded status thresholds were met. At December 31, 2015, the target allocation to equities was 32percent and the target allocation to fixed income and cash equivalents was 68percent. Equity securities, most of which were included in common and collective funds, primarily included investments in large capital and small capital companies located in the U.S., as well as international equity securities in developed and emerging markets. Subsequent to the 2016 contribution, qualified pension plan assets primarily consist of fixed income securities which include U.S. treasuries, corporate bonds of companies from diversified industries, municipal bonds, and foreign bonds. Fixed income investments generally have long durations consistent with the estimated pension liabilities of FHN. This duration-matching strategy is intended to hedge substantially all of the plan’s risk associated with future benefit payments. Retiree medical funds are kept in short-term investments, primarily money market funds and mutual funds. On December 31, 2016 and 2015, FHN did not have any significant concentrations of risk within the plan assets related to the pension plan or the retiree medical plan.

The fair value of FHN’s pension plan assets at December 31, 2016 and 2015, by asset category classified using the Fair Value measurement hierarchy is shown in the table below. See Note 24 – Fair Value of Assets and Liabilities for more details about Fair Value measurements.

	December 31, 2016
(Dollars in thousands)	Level 1		Level 2		Level 3		Total
Cash equivalents and money market funds	$	23,815	$	-	$	-	$	23,815
Fixed income securities:
U.S. treasuries		-		30,576		-		30,576
Corporate, municipal and foreign bonds		-		505,374		-		505,374
Common and collective funds:
Fixed income		-		219,107		-		219,107
Total	$	23,815	$	755,057	$	-	$	778,872

	December 31, 2015
(Dollars in thousands)	Level 1		Level 2		Level 3		Total
Cash equivalents and money market funds	$	8,527	$	-	$	-	$	8,527
Equity securities:
U.S. mid capital		11,509		-		-		11,509
Fixed income securities:
U.S. treasuries		-		9,534		-		9,534
Corporate, municipal and foreign bonds		-		197,089		-		197,089
Common and collective funds:
Fixed income		-		214,933		-		214,933
U.S. large capital		-		101,867		-		101,867
U.S. small capital		-		39,744		-		39,744
International		-		54,966		-		54,966
Total	$	20,036	$	618,133	$	-	$	638,169

Any shortfall of investment performance compared to investment objectives should be explainable in terms of general economic and capital market conditions. The Pension and Savings Investment Committee, comprised of senior managers within the organization, meets regularly to review asset performance and potential portfolio revisions. With the change in asset allocation in 2016, adjustments to the qualified pension plan asset allocation will primarily reflect changes in anticipated liquidity needs for plan benefits.

The fair value of FHN's retiree medical plan assets at December 31, 2016 and 2015 by asset category are as follows:
	December 31, 2016
(Dollars in thousands)	Level 1		Level 2		Level 3		Total
Cash equivalents and money market funds	$	626	$	-	$	-	$	626
Mutual funds:
Equity mutual funds		10,443		-		-		10,443
Fixed income mutual funds		5,648		-		-		5,648
Total	$	16,717	$	-	$	-	$	16,717

	December 31, 2015
(Dollars in thousands)	Level 1		Level 2		Level 3		Total
Cash equivalents and money market funds	$	365	$	-	$	-	$	365
Mutual funds:
Equity mutual funds		9,562		-		-		9,562
Fixed income mutual funds		6,201		-		-		6,201
Total	$	16,128	$	-	$	-	$	16,128
The number of shares of FHN common stock held by the qualified pension plan was 792,607 for 2015. All shares were sold in 2016 in conjunction with the asset-liability hedging strategy discussed previously.

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Stock Options, Restricted Stock Incentive, and Dividend Reinvestment Plans

12 Months Ended

Dec. 31, 2016

Employee Benefits And Share Based Compensation [Abstract]

Stock Option, Restricted Stock Incentive, And Dividend Reinvestment Plans [Text Block]

Note 19 – Stock Option, Restricted Stock Incentive, and Dividend Reinvestment Plans

Equity compensation plans

FHN currently has one plan, its shareholder-approved Equity Compensation Plan ("ECP"), which authorizes the grant of new stock-based awards to employees and directors. Most awards outstanding at year end were granted under the ECP, though older stock options and certain deferred stock units remain outstanding under several plans which no longer are active. The ECP authorizes a broad range of award types, including restricted shares, stock units, and stock options. Stock units may be paid in shares or cash, depending upon the terms of the award. The ECP also authorizes the grant of stock appreciation rights, though no such grants have been made. Unvested awards have service and/or performance conditions which must be met in order for the shares to vest. Awards generally have service-vesting conditions, meaning that the employee must remain employed by FHN for certain periods in order for the award to vest. Some outstanding awards also have performance conditions, and two outstanding awards have performance conditions associated with FHN's stock price. FHN operates the ECP by establishing award programs, each of which is intended to cover a specific need. Programs are created, changed, or terminated as needs change.On December 31, 2016, there were 11,454,517 shares available for new awards under the ECP. The ECP imposes a separate limit on full-value (non-option) awards which is included within the overall limit; at December 31, 2016 there were 8,744,702 shares available to be granted as full-value awards.

Service condition full-value awards. Awards may be granted with service conditions only. In recent years, programs using these awards have included annual programs for executives and selected management employees, a mandatory deferral program for executives tied to annual bonuses earned, other mandatory or elective deferral programs, various retention programs, and special hiring-incentive situations. Details of the awards vary by program, but most are settled in shares at vesting rather than cash, and vesting rarely begins earlier than the first anniversary of grant and rarely extends beyond the fourth anniversary of grant. Annual programs tend to use multiple annual vesting dates while retention programs tend to use a single vesting date, but there are exceptions.

Performance condition awards. Under FHN's long-term incentive and corporate performance programs, performance stock units (“PSUs”) (executives) and cash units (selected management employees) are granted annually and vest only if predetermined performance measures are met. The measures are changed each year based on goals and circumstances prevailing at the time of grant. In recent years the performance periods have been three years, with service-vesting near the third anniversary of the grant. PSUs granted after 2014 also have a two year post-vest holding period. Recent annual performance awards require pro-rated forfeiture for performance falling between a threshold level and a maximum, but all-or-nothing awards have also been granted. Performance awards sometimes are used to provide a narrow, targeted incentive to a single person or small group; two such awards which include a market performance condition to FHN's Chief Executive Officer (“CEO”) are discussed in the next paragraph. Of the annual program awards paid during 2016 or outstanding on December 31, 2016: performance conditions related to the 2013 units were met at the 95.8 percent payout level and were paid in 2016;the three-year performance period of the 2014 units has ended but performance is measured relative to peers and has not yet been determined; and, the three-year performance periods for the 2015 and 2016 units have not ended.

Market condition awards. In 2016 and 2012, FHN made special grants of performance stock units to FHN's CEO which will vest at the end of a performance period of seven years and five years, respectively. The awards have no provision for pro-rated payment based on partial performance. The 2016 award’s performance goal is based on achievement of a specific level of total shareholder return during the performance period. The 2012 award's two alternative performance goals are: FHN's common stock price achieves and maintains a certain level for a certain period of time; or FHN's total shareholder return during the entire period achieves a certain level.

Director awards. Non-employee directors receive cash and annual grants of service-conditioned stock units under a program approved by the board of directors. Director stock units are settled in shares at vesting in the year following the year of grant. In 2016 and 2015 each director received $65,000 of stock units, representing a portion of their annual retainer. Prior to 2005 directors could elect to defer cash compensation in the form of discount-priced stock options, some of which remain outstanding.

Stock and stock unit awards. A summary of restricted and performance stock and unit activity during the year ended December 31, 2016, is presented below:
	Shares/Units(a)		Weighted average grant date fair value (per share) (b)
Nonvested on January 1, 2016	3,472,424	$	10.73
Shares/units granted	1,509,596		12.90
Shares/units vested	(910,258)		10.68
Shares/units cancelled	(67,360)		12.52
Nonvested on December 31, 2016	4,004,402	$	11.28

• Includes only units that settle in shares and nonvested performance units are included at 100% payout level.
• The weighted average grant date fair value for shares/units granted in 2015 and 2014 was $13.90 and $11.62, respectively.

On December 31, 2016, there was $26.9 million of unrecognized compensation cost related to nonvested restricted stock awards. That cost is expected to be recognized over a weighted-average period of 2.7 years. The total grant date fair value of shares vested during 2016, 2015 and 2014, was $9.7 million, $9.9 million and $15.5 million, respectively.

Stock option awards. Currently FHN operates only a single option program, calling for annual grants of service-vested options to executives. In the past, however, option programs varied widely in their uses and terms, and many old-program options, granted under the ECP or its predecessor plans, remain outstanding today. Except for substitute options (discussed below), all options granted since 2005 provide for the issuance of FHN common stock at a price fixed at its fair market value on the grant date. Except for substitute options and a special retention stock option award to the CEO in 2016, all options granted since 2008 vest fully no later than the fourth anniversary of grant, and all such options expire seven years from the grant date. Substitute options can be issued under the ECP in exchange for options of an acquired company that are canceled in a merger. The price, vesting, expiration, and other terms of the substitute options economically mirror those of the canceled options. FHN issued substitute options in the TAF transaction which closed in October, 2015. The 2016 retention award vests beginning on the fourth anniversary of grant and extends through the sixth anniversary of grant. A deferral program, which was discontinued in 2005, allowed for foregone compensation plus the exercise price to equal the fair market value of the stock on the date of grant if the grantee agreed to receive the options in lieu of compensation. Deferral options still outstanding expire 20 years from the grant date.

The summary of stock option activity for the year ended December 31, 2016, is shown below:
	Options Outstanding		Weighted Average Exercise Price (per share)	Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value (thousands)
January 1, 2016	7,519,727	$	17.11
Options granted	971,328		11.62
Options exercised	(2,149,753)		10.53
Options expired/cancelled	(404,146)		27.77
December 31, 2016	5,937,156		17.86	3.48	$	28,052
Options exercisable	4,174,351		20.35	2.71		13,900
Options expected to vest	1,762,805		11.98	5.30		14,152

The total intrinsic value of options exercised during 2016, 2015 and 2014was $10.6 million, $2.8 million and $.4 million, respectively. On December 31, 2016, there was $2.3million of unrecognized compensation cost related to nonvested stock options. That cost is expected to be recognized over a weighted-average period of 3.8years.

FHN granted 971,328,595,229 and 592,551 stock options with a weighted average fair value of$2.95, $4.01 and $3.50 per option at grant date in 2016, 2015 and 2014, respectively.

FHN used the Black-Scholes Option Pricing Model to estimate the fair value of stock options granted in 2016, 2015, and 2014 with the following assumptions:
	2016	2015	2014
Expected dividend yield	2.41%	1.68%	1.70%
Expected weighted-average lives of options granted	6.19 years	6.18 years	6.15 years
Expected weighted-average volatility	32.84%	32.26%	33.79%
Expected volatility range	30.73 - 34.95%	23.67 - 40.85%	24.55 - 61.49%
Risk-free interest rate	1.28%	1.68%	1.96%

Expected lives of options granted are determined based on the vesting period, historical exercise patterns and contractual term of the options. FHN uses a blend of historical and implied volatility in determining expected volatility. A portion of the weighted average volatility rate is derived by compiling daily closing stock prices over a historical period approximating the expected lives of the options. Additionally, because of market volatility due to economic conditions and the impact on stock prices of financial institutions, FHN also incorporates a measure of implied volatility so as to incorporate more recent market conditions in the estimation of future volatility. 

Compensation Cost. The compensation cost that has been included in the Consolidated Statements of Income pertaining to stock-based awardswas $17.5 million, $13.8 million, and $11.4 million for 2016, 2015, and 2014, respectively. The corresponding total income tax benefits recognized were $6.7 million in 2016, $5.3 million in 2015, and $4.4 million in 2014.

Authorization. Consistent with Tennessee state law, only authorized, but unissued, stock may be utilized in connection with any issuance of FHN common stock which may be required as a result of stock based compensation awards. FHN has obtained authorization from the Board of Directors to repurchase up to certain number of shares, related to issuance under the ECP and older stock award plans. These authorizations are automatically adjusted for stock splits and stock dividends.Repurchases are authorized to be made in the open market or through privately negotiated transactions and will be subject to market conditions, accumulation of excess equity, legal and regulatory restrictions, and prudent capital management. FHN does not currently expect to repurchase a material number of shares under the compensation plan-related repurchase program during 2017.

Dividend reinvestment plan.The Dividend Reinvestment and Stock Purchase Plan authorizes the sale of FHN’s common stock from stock acquired on the open market to shareholders who choose to invest all or a portion of their cash dividends or make optional cash payments of $25 to $10,000 per quarter without paying commissions. The price of stock purchased on the open market is the average price paid.

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Business Segment Information

12 Months Ended

Dec. 31, 2016

Business Segment Information [Abstract]

Business Segment Information

Note 20 – Business Segment Information

FHN has four business segments: regional banking, fixed income, corporate, and non-strategic. The regional banking segment offers financial products and services, including traditional lending and deposit taking, to consumer and commercial customersin Tennessee and other selected markets. Regional banking also provides investments, financial planning, trust services and asset management, credit card, and cash management. Additionally, the regional banking segment includes correspondent banking which provides credit, depository, and other banking related services to other financial institutions nationally. The fixed income segment consists of fixed income securities sales, trading, and strategies for institutional clients in the U.S. and abroad, as well as loan sales, portfolio advisory services, and derivative sales. The corporate segment consists ofunallocated corporate expenses, expense on subordinated debt issuances, bank-owned life insurance, unallocated interest income associated with excess equity, net impact of raising incremental capital, revenue and expense associated with deferred compensation plans, funds management, tax credit investment activities, gains on the extinguishment of debt, derivative valuation adjustments related to prior sales of Visa Class B shares, and acquisition-related costs. The non-strategic segment consists of the wind-down national consumer lending activities, legacy mortgage banking elements including servicing fees, and the associated ancillary revenues and expenses related to these businesses. Non-strategic also includes the wind-down trust preferred loan portfolio and exited businesses.

Periodically, FHN adapts its segments to reflect managerial or strategic changes. FHN may also modify its methodology of allocating expenses and equity among segments which could change historical segment results. Business segment revenue, expense, asset, and equity levels reflect those which are specifically identifiable or which are allocated based on an internal allocation method. Because the allocations are based on internally developed assignments and allocations, to an extent they are subjective. Generally, all assignments and allocations have been consistently applied for all periods presented. The following table reflects the amounts of consolidated revenue, expense, tax, and average assets, as well as, depreciation and amortization expense and expenditures for long lived assets for each segment for the years ended December 31:

(Dollars in thousands)		2016		2015		2014
Consolidated	Net interest income	$	729,084	$	653,720	$	627,718
	Provision for loan losses		11,000		9,000		27,000
	Noninterest income		552,441		517,325		550,044
	Noninterest expense		925,204		1,053,791		832,531
	Income/(loss) before income taxes		345,321		108,254		318,231
	Provision/(benefit) for income taxes		106,810		10,941		84,185
	Net income/(loss)	$	238,511	$	97,313	$	234,046
	Average assets	$	27,427,227	$	25,635,975	$	23,993,017
	Depreciation and amortization	$	64,673	$	60,743	$	56,894
	Expenditures for long-lived assets		62,554		43,514		38,880
Certain previously reported amounts have been revised to reflect the retroactive effect of the adoption of ASU 2015-03,"Simplifying the Presentation of Debt Issuance Costs." See Note 1-Summary of Significant Accounting Policies for additional information.

(Dollars in thousands)		2016		2015		2014
Regional Banking	Net interest income	$	741,863	$	655,164	$	602,204
	Provision for loan losses		38,886		34,545		29,187
	Noninterest income		249,003		251,586		254,667
	Noninterest expense		615,530		562,572		537,129
	Income/(loss) before income taxes		336,450		309,633		290,555
	Provision/(benefit) for income taxes		120,360		110,589		103,503
	Net income/(loss)	$	216,090	$	199,044	$	187,052
	Average assets	$	17,143,540	$	14,932,077	$	13,269,663
	Depreciation and amortization	$	39,243	$	37,993	$	35,583
	Expenditures for long-lived assets		51,354		37,367		30,617

Fixed Income	Net interest income	$	10,766	$	15,517	$	12,664
	Noninterest income		269,339		231,314		202,726
	Noninterest expense		229,863		220,441		147,030
	Income/(loss) before income taxes		50,242		26,390		68,360
	Provision/(benefit) for income taxes		17,959		8,885		25,661
	Net income/(loss)	$	32,283	$	17,505	$	42,699
	Average assets	$	2,365,640	$	2,370,334	$	2,070,401
	Depreciation and amortization	$	5,977	$	6,108	$	6,422
	Expenditures for long-lived assets		2,099		1,706		1,358

Corporate	Net interest income/(expense)	$	(65,912)	$	(71,688)	$	(53,970)
	Noninterest income		20,436		23,331		26,969
	Noninterest expense		58,914		57,943		62,330
	Income/(loss) before income taxes		(104,390)		(106,300)		(89,331)
	Provision/(benefit) for income taxes		(55,924)		(80,276)		(63,810)
	Net income/(loss)	$	(48,466)	$	(26,024)	$	(25,521)
	Average assets	$	6,030,123	$	6,000,978	$	5,586,935
	Depreciation and amortization	$	18,989	$	16,054	$	13,093
	Expenditures for long-lived assets		8,946		3,971		6,348

Non-Strategic	Net interest income	$	42,367	$	54,727	$	66,820
	Provision/(provision credit) for loan losses		(27,886)		(25,545)		(2,187)
	Noninterest income		13,663		11,094		65,682
	Noninterest expense		20,897		212,835		86,042
	Income/(loss) before income taxes		63,019		(121,469)		48,647
	Provision/(benefit) for income taxes		24,415		(28,257)		18,831
	Net income/(loss)	$	38,604	$	(93,212)	$	29,816
	Average assets	$	1,887,924	$	2,332,586	$	3,066,018
	Depreciation and amortization	$	464	$	588	$	1,796
	Expenditures for long-lived assets		155		470		557
Certain previously reported amounts have been reclassified to agree with current presentation.

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Variable Interest Entities

12 Months Ended

Dec. 31, 2016

Variable Interest Entities [Abstract]

Variable Interest Entities

Note 21 – Variable Interest Entities

ASC 810 defines a VIE as a legal entity where (a) the equity investors, as a group, lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support, (b) the equity investors, as a group, lack either, (1) the power through voting rights, or similar rights, to direct the activities of an entity that most significantly impact the entity’s economic performance, (2) the obligation to absorb the expected losses of the entity, or (3) the right to receive the expected residual returns of the entity, or (c) the entity is structured with non-substantive voting rights. A variable interest is a contractual ownership or other interest that fluctuates with changes in the fair value of the VIE’s net assets exclusive of variable interests. Under ASC 810, as amended, a primary beneficiary is required to consolidate a VIE when it has a variable interest in a VIE that provides it with a controlling financial interest. For such purposes, the determination of whether a controlling financial interest exists is based on whether a single party has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant.

Consolidated Variable Interest Entities

FHN holds variable interests in a proprietary HELOC securitization trust it established as a source of liquidity for consumer lending operations. Based on its restrictive nature, the trust is considered a VIE as the holders of equity at risk do not have the power through voting rights or similar rights to direct the activities that most significantly impact the trust’s economic performance. The retention of MSR and a residual interest results in FHN potentially absorbing losses or receiving benefits that are significant to the trust. FHN is considered the primary beneficiary, as it is assumed to have the power, as Master Servicer, to most significantly impact the activities of the VIE. Consolidation of the trust results in the recognition of the trust proceeds as restricted borrowings since the cash flows on the securitized loans can only be used to settle the obligations due to the holders of trust securities. Through first quarter 2016 the trust experienced a rapid amortization period and FHN was obligated to provide subordinated funding. During the period, cash payments from borrowers were accumulated to repay outstanding debt securities while FHN continued to make advances to borrowers when they drew on their lines of credit. FHN then transferred the newly generated receivables into the securitization trust. FHN is reimbursed for these advances only after other parties in the securitization have received all of the cash flows to which they are entitled. If loan losses requiring draws on the related monoline insurers’ policies(which protect bondholders in the securitization) exceed a certain level, FHN may not receive reimbursement for all of the funds advanced to borrowers, as the senior bondholders and the monoline insurers typically have priority for repayment. Amounts funded from monoline insurance policies are considered restricted term borrowings in FHN’s Consolidated Statements of Condition. Except for recourse due to breaches of representations and warranties made by FHN in connection with the sale of the loans to the trust, the creditors of the trust hold no recourse to the assets of FHN.

FHN has established certain rabbi trusts related to deferred compensation plans offered to its employees. FHN contributes employee cash compensation deferrals to the trusts and directs the underlying investments made by the trusts. The assets of these trusts are available to FHN’s creditors only in the event that FHN becomes insolvent. These trusts are considered VIEs as there is no equity at risk in the trusts since FHN provided the equity interest to its employees in exchange for services rendered. FHN is considered the primary beneficiary of the rabbi trusts as it has the power to direct the activities that most significantly impact the economic performance of the rabbi trusts through its ability to direct the underlying investments made by the trusts. Additionally, FHN could potentially receive benefits or absorb losses that are significant to the trusts due to its right to receive any asset values in excess of liability payoffs and its obligation to fund any liabilities to employees that are in excess of a rabbi trust’s assets.

The following table summarizes VIEs consolidated by FHN as of December 31, 2016 and 2015:
			December 31, 2016						December 31, 2015
			On-Balance Sheet Consumer Loan Securitization			Rabbi Trusts Used for Deferred Compensation Plans			On-Balance Sheet Consumer Loan Securitization			Rabbi Trusts Used for Deferred Compensation Plans
(Dollars in thousands)			Carrying Value			Carrying Value			Carrying Value			Carrying Value
Assets:
Cash and due from banks				$	-			N/A		$	1,406			N/A
Loans, net of unearned income					35,873			N/A			52,829			N/A
	Less: Allowance for loan losses				587			N/A			-			N/A
		Total net loans			35,286			N/A			52,829			N/A
Other assets					283		$	74,160			86		$	69,811
Total assets				$	35,569		$	74,160		$	54,321		$	69,811
Liabilities:
Term borrowings				$	23,126			N/A		$	41,100			N/A
Other liabilities					3		$	54,746			5		$	51,251
Total liabilities				$	23,129		$	54,746		$	41,105		$	51,251

Nonconsolidated Variable Interest Entities

Low Income Housing Partnerships. First Tennessee Housing Corporation (“FTHC”), a wholly-owned subsidiary of FTBNA, makes equity investments as a limited partner in various partnerships that sponsor affordable housing projects utilizing the Low Income Housing Tax Credit (“LIHTC”) pursuant to Section 42 of the Internal Revenue Code. The purpose of these investments is to achieve a satisfactory return on capital and to support FHN’s community reinvestment initiatives. The activities of the limited partnerships include the identification, development, and operation of multi-family housing units that are leased to qualifying residential tenants generally within FHN’s primary geographic region. LIHTC partnerships are considered VIEs as FTHC, the holder of the equity investment at risk, does not have the ability to direct the activities that most significantly affect the performance of the entity through voting rights or similar rights. FTHC could absorb losses that are significant to the LIHTC partnerships as it has a risk of loss for its capital contributions and funding commitments to each partnership. The general partners are considered the primary beneficiaries as managerial functions give them the power to direct the activities that most significantly impact the entities’ economic performance and the managing members are exposed to all losses beyond FTHC’s initial capital contributions and funding commitments.

FHN accounts for all qualifying LIHTC investments under the proportional amortization method. Under this method an entity amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits received and recognizes the net investment performance in the income statement as a component of income tax expense/(benefit). LIHTC investments that do not qualify for the proportional amortization method are accounted for using the equity method. Expenses associated with these investments were $1.8 million and $3.4 million during 2016 and 2015, respectively, and were not significant during 2014. The following table summarizes the impact to the Provision/(benefit) for income taxes on the Consolidated Statements of Income for the years endedDecember 31, 2016, 2015, and 2014 for LIHTC investments accounted for under the proportional amortization method.

(Dollars in thousands)	2016		2015		2014
Provision/(benefit) for income taxes:
Amortization of qualifying LIHTC investments	$	14,223	$	13,496	$	9,880
Low income housing tax credits		(10,100)		(9,450)		(9,850)
Other tax benefits related to qualifying LIHTC investments		(9,779)		(10,787)		(7,438)

Other Tax Credit Investments. First Tennessee New Markets Corporation (“FTNMC”), a wholly-owned subsidiary of FTBNA, makes equity investments through wholly-owned subsidiaries as a non-managing member in various limited liability companies (“LLCs”) that sponsor community development projects utilizing the New Market Tax Credit (“NMTC”) pursuant to Section 45 of the Internal Revenue Code. The purpose of these investments is to achieve a satisfactory return on capital and to support FHN’s community reinvestment initiatives. The activities of the LLCs include providing investment capital for low-income communities within FHN’s primary geographic region. A portion of the funding of FTNMC’s investment in a NMTC LLC is obtained via a loan from an unrelated third-party that is typically a community development enterprise. The NMTC LLCs are considered VIEs as FTNMC, the holder of the equity investment at risk, does not have the ability to direct the activities that most significantly affect the performance of the entity through voting rights or similar rights. While FTNMC could absorb losses that are significant to the NMTC LLCs as it has a risk of loss for its initial capital contributions, the managing members are considered the primary beneficiaries as managerial functions give them the power to direct the activities that most significantly impact the NMTC LLCs’ economic performance and the managing members are exposed to all losses beyond FTNMC’s initial capital contributions.

FTHC also makes equity investments as a limited partner or non-managing member in entities that receive Historic Tax Credits pursuant to Section 47 of the Internal Revenue Code. The purpose of these entities is the rehabilitation of historic buildings with the tax credits provided to incent private investment in the historic cores of cities and towns. These entities are considered VIEs as FTHC, the holder of the equity investment at risk, does not have the ability to direct the activities that most significantly affect the performance of the entity through voting rights or similar rights. FTHC could absorb losses that are significant to the entities as it has a risk of loss for its capital contributions and funding commitments to each partnership. The managing members are considered the primary beneficiaries as managerial functions give them the power to direct the activities that most significantly impact the entities’ economic performance and the managing members are exposed to all losses beyond FTHC’s initial capital contributions and funding commitments.

Small Issuer Trust Preferred Holdings. FTBNA holds variable interests in trusts which have issued mandatorily redeemable preferred capital securities (“trust preferreds”) for smaller banking and insurance enterprises. FTBNA has no voting rights for the trusts’ activities. The trusts’ only assets are junior subordinated debentures of the issuing enterprises. The creditors of the trusts hold no recourse to the assets of FTBNA. These trusts meet the definition of a VIE as the holders of the equity investment at risk do not have the power through voting rights, or similar rights, to direct the activities that most significantly impact the trusts’ economic performance. Based on the nature of the trusts’ activities and the size of FTBNA’s holdings, FTBNA could potentially receive benefits or absorb losses that are significant to the trusts regardless of whether a majority of a trust’s securities are held by FTBNA. However, since FTBNA is solely a holder of the trusts’ securities, it has no rights which would give it the power to direct the activities that most significantly impact the trusts’ economic performance and thus it is not considered the primary beneficiary of the trusts. FTBNA has no contractual requirements to provide financial support to the trusts.

On-Balance Sheet Trust Preferred Securitization. In 2007, FTBNA executed a securitization of certain small issuer trust preferreds for which the underlying trust meets the definition of a VIE as the holders of the equity investment at risk do not have the power through voting rights, or similar rights, to direct the activities that most significantly impact the entity’s economic performance. FTBNA could potentially receive benefits or absorb losses that are significant to the trust based on the size and priority of the interests it retained in the securities issued by the trust. However, since FTBNA did not retain servicing or other decision making rights, FTBNA is not the primary beneficiary as it does not have the power to direct the activities that most significantly impact the trust’s economic performance. Accordingly, FTBNA has accounted for the funds received through the securitization as a term borrowing in its Consolidated Statements of Condition. FTBNA has no contractual requirements to provide financial support to the trust.

Proprietary Residential Mortgage Securitizations. FHN holds variable interests (primarily principal-only strips) in proprietary residential mortgage securitization trusts it established prior to 2008 as a source of liquidity for its mortgage banking operations. Prior to fourth quarter 2016 these interests included MSR and interest-only strips. Except for recourse due to breaches of representations and warranties made by FHN in connection with the sale of the loans to the trusts, the creditors of the trusts hold no recourse to the assets of FHN. Additionally, FHN has no contractual requirements to provide financial support to the trusts. Based on their restrictive nature, the trusts are considered VIEs as the holders of equity at risk do not have the power through voting rights, or similar rights, to direct the activities that most significantly impact the trusts’ economic performance. While it held MSR, FHN was assumed to have the power as servicer to most significantly impact the activities of such VIEs. However, in situations where FHN did not have the ability to participate in significant portions of a securitization trust’s cash flows, FHN was not considered the primary beneficiary of the trust. Therefore, these trusts were not consolidated by FHN.

Holdings & Short Positions in Agency Mortgage-Backed Securities. FHN holds securities issued by various Agency securitization trusts. Based on their restrictive nature, the trusts meet the definition of a VIE since the holders of the equity investments at risk do not have the power through voting rights, or similar rights, to direct the activities that most significantly impact the entities’ economic performance. FHN could potentially receive benefits or absorb losses that are significant to the trusts based on the nature of the trusts’ activities and the size of FHN’s holdings. However, FHN is solely a holder of the trusts’ securities and does not have the power to direct the activities that most significantly impact the trusts’ economic performance, and is not considered the primary beneficiary of the trusts. FHN has no contractual requirements to provide financial support to the trusts.

Commercial Loan Troubled Debt Restructurings. For certain troubled commercial loans, FTBNA restructures the terms of the borrower’s debt in an effort to increase the probability of receipt of amounts contractually due. Following a troubled debt restructuring, the borrower entity typically meets the definition of a VIE as the initial determination of whether an entity is a VIE must be reconsidered as events have proven that the entity’s equity is not sufficient to permit it to finance its activities without additional subordinated financial support or a restructuring of the terms of its financing. As FTBNA does not have the power to direct the activities that most significantly impact such troubled commercial borrowers’ operations, it is not considered the primary beneficiary even in situations where, based on the size of the financing provided, FTBNA is exposed to potentially significant benefits and losses of the borrowing entity. FTBNA has no contractual requirements to provide financial support to the borrowing entities beyond certain funding commitments established upon restructuring of the terms of the debt that allows for preparation of the underlying collateral for sale.

Sale Leaseback Transaction. In fourth quarter 2015, FTB entered into an agreement with a single asset leasing entity for the sale and leaseback of an office building. In conjunction with this transaction, FTB loaned funds to a related party of the buyer that were used for the purchase price of the building. FTB also entered into a construction loan agreement with the single asset entity for renovation of the building. Since this transaction did not qualify as a sale, it is being accounted for using the deposit method which creates a net asset or liability for all cash flows between FTB and the buyer. The buyer-lessor in this transaction meets the definition of a VIE as it does not have sufficient equity at risk since FTB is providing the funding for the purchase and renovation. A related party of the buyer-lessor has the power to direct the activities that most significantly impact the operations and could potentially receive benefits or absorb losses that are significant to the transactions, making it the primary beneficiary. Therefore, FTB does not consolidate the leasing entity.

The following table summarizes FHN’s nonconsolidated VIEs as of December 31, 2016:
	Maximum		Liability
(Dollars in thousands)	Loss Exposure		Recognized			Classification
Type
Low income housing partnerships	$	73,582		$	17,398	(a)
Other tax credit investments (b) (c)		21,898			-	Other assets
Small issuer trust preferred holdings (d)		332,985			-	Loans, net of unearned income
On-balance sheet trust preferred securitization		49,361			64,812	(e)
Proprietary residential mortgage securitizations		2,568			-	(f)
Holdings of agency mortgage-backed securities (d)		4,163,313			-	(g)
Commercial loan troubled debt restructurings (h)		42,696			-	Loans, net of unearned income
Sale-leaseback transaction		11,827			-	(i)

• Maximum loss exposure represents $56.2 million of current investments and $17.4 million of accrued contractual funding commitments. Accrued funding commitments represent unconditional contractual obligations for future funding events, and are also recognized in Other liabilities. FHN currently expects to be required to fund these accrued commitments by the end of 2017.
• A liability is not recognized as investments are written down over the life of the related tax credit.
• Maximum loss exposure represents current investment balance. Of the initial investment, $18.0million was funded through loans from community development enterprises.
• Maximum loss exposure represents the value of current investments. A liability is not recognized as FHN is solely a holder of the trusts’ securities.
• Includes $112.5 million classified as Loans, net of unearned income, and $1.7 million classified as Trading securities which are offset by $64.8 million classified as Term borrowings.
• Includes $2.6 million classified as Trading securities.
• Includes $.4 billion classified as Trading securities and $3.8 billion classified as Securities available-for-sale.
• Maximum loss exposure represents $37.5 million of current receivables and $5.2 million of contractual funding commitments on loans related to commercial borrowers involved in a troubled debt restructuring.
• Maximum loss exposure represents the current loan balance plus additional funding commitments less amounts received from the buyer-lessor.

The following table summarizes FHN's nonconsolidated VIEs as of December 31, 2015:
	Maximum		Liability
(Dollars in thousands)	Loss  Exposure		Recognized		Classification
Type
Low income housing partnerships	$	70,530	$	17,968	(a)
Other tax credit investments (b) (c)		20,977		-	Other assets
Small issuer trust preferred holdings (d)		333,906		-	Loans, net of unearned income
On-balance sheet trust preferred securitization		49,809		64,365	(e)
Proprietary residential mortgage securitizations		23,982		-	(f)
Holdings of agency mortgage-backed securities (d)		4,101,454		-	(g)
Commercial loan troubled debt restructurings (h)		27,649		-	Loans, net of unearned income
Sale-leaseback transaction		11,827		-	(i)

• Maximum loss exposure represents $52.6 million of current investments and $18.0 million of accrued contractual funding commitments. Accrued funding commitments represent unconditional contractual obligations for future funding events, and are also recognized in Other liabilities. FHN currently expects to be required to fund these accrued commitments by the end of 2017.
• A liability is not recognized as investments are written down over the life of the related tax credit.
• Maximum loss exposure represents current investment balance. Of the initial investment, $18.0 million was funded through loans from community development enterprises.
• Maximum loss exposure represents the value of current investments. A liability is not recognized as FHN is solely a holder of the trusts’ securities.
• Includes $112.5 million classified as Loans, net of unearned income, and $1.7 million classified as Trading securities which are offset by $64.4 million classified as Term borrowings.
• Includes $.6 million classified as MSR,$4.4 million classified as Trading securities, and $19.0 million of aggregate servicing advances.
• Includes $.4 billion classified as Trading securities and $3.7 billion classified as Securities available-for-sale.
• Maximum loss exposure represents the valueof current receivables. A liability is not recognized as the loans are the only variable interests held in the troubled commercial borrowers’ operations.
• Maximum loss exposure represents the current loan balance plus additional funding commitments less amounts received from the buyer-lessor.

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Derivatives

12 Months Ended

Dec. 31, 2016

Derivatives [Abstract]

Derivatives

Note 22 – Derivatives

In the normal course of business, FHN utilizes various financial instruments (including derivative contracts and credit-related agreements) through its fixed income and risk management operations, as part of its risk management strategy and as a means to meet customers’ needs. Derivative instruments are subject to credit and market risks in excess of the amount recorded on the balance sheet as required by GAAP. The contractual or notional amounts of these financial instruments do not necessarily represent the amount of credit or market risk. However, they can be used to measure the extent of involvement in various types of financial instruments. Controls and monitoring procedures for these instruments have been established and are routinely reevaluated. The Asset/Liability Committee (“ALCO”) controls, coordinates, and monitors the usage and effectiveness of these financial instruments.

Credit risk represents the potential loss that may occur if a party to a transaction fails to perform according to the terms of the contract. The measure of credit exposure is the replacement cost of contracts with a positive fair value. FHN manages credit risk by entering into financial instrument transactions through national exchanges, primary dealers or approved counterparties, and by using mutual margining and master netting agreements whenever possible to limit potential exposure. FHN also maintains collateral posting requirements with certain counterparties to limit credit risk. On December 31, 2016 and 2015, respectively, FHN had $47.8 million and $71.7 million of cash receivables and $32.8 million and $37.7 million of cash payables related to collateral posting under master netting arrangements, inclusive of collateral posted related to contracts with adjustable collateral posting thresholds and over-collateralized positions, with derivative counterparties. With exchange-traded contracts, the credit risk is limited to the clearinghouse used. For non-exchange traded instruments, credit risk may occur when there is a gain in the fair value of the financial instrument and the counterparty fails to perform according to the terms of the contract and/or when the collateral proves to be of insufficient value. See additional discussion regarding master netting agreements and collateral posting requirements later in this note under the heading “Master Netting and Similar Agreements.” Market risk represents the potential loss due to the decrease in the value of a financial instrument caused primarily by changes in interest rates or the prices of debt instruments. FHN manages market risk by establishing and monitoring limits on the types and degree of risk that may be undertaken. FHN continually measures this risk through the use of models that measure value-at-risk and earnings-at-risk.

Derivative Instruments. FHN enters into various derivative contracts both in a dealer capacity to facilitate customer transactions and as a risk management tool. Where contracts have been created for customers, FHN enters into upstream transactions with dealers to offset its risk exposure. Contracts with dealers that require central clearing are novated to a clearing agent who becomes FHN's counterparty. Derivatives are also used as a risk management tool to hedge FHN’s exposure to changes in interest rates or other defined market risks.

Forward contracts are over-the-counter contracts where two parties agree to purchase and sell a specific quantity of a financial instrument at a specified price, with delivery or settlement at a specified date. Futures contracts are exchange-traded contracts where two parties agree to purchase and sell a specific quantity of a financial instrument at a specified price, with delivery or settlement at a specified date. Interest rate option contracts give the purchaser the right, but not the obligation, to buy or sell a specified quantity of a financial instrument, at a specified price, during a specified period of time. Caps and floors are options that are linked to a notional principal amount and an underlying indexed interest rate. Interest rate swaps involve the exchange of interest payments at specified intervals between two parties without the exchange of any underlying principal. Swaptions are options on interest rate swaps that give the purchaser the right, but not the obligation, to enter into an interest rate swap agreement during a specified period of time.

Trading Activities

FHN’s fixed incomesegment trades U.S. Treasury, U.S. Agency, mortgage-backed, corporate and municipal fixed income securities, and other securities for distribution to customers. When these securities settle on a delayed basis, they are considered forward contracts. Fixed income also enters into interest rate contracts, including caps, swaps, and floors, for its customers. In addition, fixed income enters into futures and option contracts to economically hedge interest rate risk associated with a portion of its securities inventory. These transactions are measured at fair value, with changes in fair value recognized currently in fixed income noninterest income. Related assets and liabilities are recorded on the Consolidated Statements of Condition as Derivative assets and Derivativeliabilities. The FTN Financial Risk Committee and the Credit Risk Management Committee collaborate to mitigate credit risk related to these transactions. Credit risk is controlled through credit approvals, risk control limits, and ongoing monitoring procedures. Total trading revenues were $229.7 million and $195.9 million for the years ended December 31, 2016 and 2015, respectively. Trading revenues are inclusive of both derivative and non-derivative financial instruments, and are included in fixed incomenoninterest income.

The following tables summarize FHN’s derivatives associated with fixed income trading activities as of December 31, 2016 and 2015:
	December 31, 2016
(Dollars in thousands)	Notional		Assets			Liabilities
Customer Interest Rate Contracts	$	1,697,992		$	39,495		$	14,996
Offsetting Upstream Interest Rate Contracts		1,697,992			14,996			39,495
Option Contracts Purchased		17,500			63			-
Option Contracts Written		5,000			-			8
Forwards and Futures Purchased		2,916,750			6,257			26,659
Forwards and Futures Sold		3,085,396			27,330			6,615

	December 31, 2015
(Dollars in thousands)	Notional		Assets			Liabilities
Customer Interest Rate Contracts	$	1,714,443		$	64,640		$	1,943
Offsetting Upstream Interest Rate Contracts		1,714,443			1,943			64,640
Option Contracts Purchased		5,000			27			-
Forwards and Futures Purchased		1,957,524			2,212			1,634
Forwards and Futures Sold		2,168,609			2,149			1,893

Interest Rate Risk Management

FHN’s ALCO focuses on managing market risk by controlling and limiting earnings volatility attributable to changes in interest rates. Interest rate risk exists to the extent that interest-earning assets and interest-bearing liabilities have different maturity or repricing characteristics. FHN uses derivatives, primarily swaps, that are designed to moderate the impact on earnings as interest rates change. Interest paid or received for swaps utilized by FHN to hedge the fair value of long term debt is recognized as an adjustment of the interest expense of the liabilities whose risk is being managed. FHN’s interest rate risk management policy is to use derivatives to hedge interest rate risk or market value of assets or liabilities, not to speculate. In addition, FHN has entered into certain interest rate swaps and caps as a part of a product offering to commercial customers that includes customer derivatives paired with upstream offsetting market instruments that, when completed, are designed to mitigate interest rate risk. These contracts do not qualify for hedge accounting and are measured at fair value with gains or losses included in current earnings in Noninterest expense on the ConsolidatedStatements of Income.

FHN has designated a derivative transaction in a hedging strategy to manage interest rate risk on $400.0million of senior debt issued by FTBNA which matures in December 2019. This qualifies for hedge accounting under ASC 815-20 using the long-haul method. FHN entered into a pay floating, receive fixed interest rate swap to hedge the interest rate risk of the senior debt. The balance sheet impact of this swap was $1.6 million and $3.6 million in Derivative assets as of December 31, 2016 and 2015, respectively. There was an insignificant level of ineffectiveness related to this hedge.

FHN has designated a derivative transaction in a hedging strategy to manage interest rate risk on $500.0 million of senior debt which matures in December 2020. This qualifies for hedge accounting under ASC 815-20 using the long-haul method. FHN entered into a pay floating, receive fixed interest rate swap to hedge the interest rate risk of the senior debt. The balance sheet impact of this swap was $7.3 million and $5.7 million in Derivative liabilities as of December 31, 2016 and 2015, respectively. There was an insignificant level of ineffectiveness related to this hedge.

Prior to maturity in April 2016, FHN designated a derivative transaction in a hedging strategy to manage interest rate risk of certain term borrowings totaling $250.0 million. These swaps were accounted for as fair value hedges under the shortcut method. The balance sheet amount of this swap was $2.9 million in Derivativeassets on December 31, 2015.

The following tables summarize FHN’s derivatives associated with interest rate risk management activities as of and for the years ended December 31, 2016 and 2015:
		December 31, 2016
(Dollars in thousands)		Notional		Assets			Liabilities			Gains/(Losses)
Customer Interest Rate Contracts Hedging
Hedging Instruments and Hedged Items:
	Customer Interest Rate Contracts (a)	$	1,357,920		$	17,566	$	14,277			$	(22,969)
	Offsetting Upstream Interest Rate Contracts (a)		1,357,920			14,277		18,066				22,969
Debt Hedging
Hedging Instruments:
	Interest Rate Swaps (b)	$	900,000		$	1,628	$	7,276			$	(3,552)
Hedged Items:
	Term Borrowings (b)		N/A			N/A	$	900,000	(c)		$	3,429	(d)

		December 31,2015
(Dollars in thousands)		Notional		Assets			Liabilities			Gains/(Losses)
Customer Interest Rate Contracts Hedging
Hedging Instruments and Hedged Items:
	Customer Interest Rate Contracts (a)	$	799,978		$	26,492	$	234			$	604
	Offsetting Upstream Interest Rate Contracts (a)		799,978			234		26,992				(604)
Debt Hedging
Hedging Instruments:
	Interest Rate Swaps (b)	$	1,150,000		$	6,519	$	5,705			$	(23,194)
Hedged Items:
	Term Borrowings (b)		N/A			N/A	$	1,150,000	(c)		$	23,414	(d)

• Gains/losses included in the All other expense section of the ConsolidatedStatements of Income.
• Gains/losses included in the All other income and commissions section of the ConsolidatedStatements of Income.
• Represents par value of term borrowings being hedged.
• Represents gains and losses attributable to changes in fair value due to interest rate risk as designated in ASC 815-20 hedging relationships.

In first quarter 2016, FHN entered into a pay floating, receive fixed interest rate swap in a hedging strategy to manage its exposure to the variability in cash flows related to the interest payments for the following five years on $250 million principal of debt instruments, which primarily consist of held-to-maturity trust preferred loans that have variable interest payments based on LIBOR. This qualifies for hedge accounting as a cash flow hedge under ASC 815-20. Changes in the fair value of this derivative are recorded as a component of AOCI, to the extent that the hedge relationship is effective. Amounts are reclassified from AOCI to earnings as the hedged cash flows affect earnings. FTB measures ineffectiveness using the Hypothetical Derivative Method. To the extent that any ineffectiveness exists in the hedge relationships, the amounts are recorded in current period earnings. Interest paid or received for this swap is recognized as an adjustment to interest income of the assets whose cash flows are being hedged

The following table summarizes FHN’s derivative activities associated with cash flow hedges as of and for the year ended December 31, 2016:

December 31, 2016

(Dollars in thousands)

Notional

Assets

Liabilities

Gains/(Losses)

Cash Flow Hedges

Hedging Instruments:

Interest Rate Swaps (a)

$

250,000

N/A

$

2,045

$

(2,045)

(b)

Hedged Items:

Variability in Cash Flows Related to Debt Instruments (Primarily Loans)

N/A

$

250,000

N/A

N/A

(a) Amount represents the pre-tax gains/(losses) included within AOCI.

(b)Includes approximately $.5 millionof losses expected to be reclassified into earnings in the next twelve months.

FHN hedges held-to-maturity trust preferred loans which have an initial fixed rate term before conversion to a floating rate. FHN has entered into pay fixed, receive floating interest rate swaps to hedge the interest rate risk associated with this initial term. Interest paid or received for these swaps isrecognized as an adjustment of the interest income of the assets whose risk is being hedged. Basis adjustments remaining at the end of the hedge term are being amortized as an adjustment to interest income over the remaining life of the loans. Gains or losses are included in Other income and commissions on the ConsolidatedStatements of Income.

The following tables summarize FHN’s derivative activities associated with held-to-maturity trust preferred loans as of and for the years ended December 31, 2016 and 2015:

December 31,2016

(Dollars in thousands)

Notional

Assets

Liabilities

Gains/(Losses)

Loan Portfolio Hedging

Hedging Instruments:

Interest Rate Swaps

$

6,500

N/A

$

208

$

280

Hedged Items:

Trust Preferred Loans (a)

N/A

$

6,500

(b)

N/A

$

(276)

(c)

December 31,2015

(Dollars in thousands)

Notional

Assets

Liabilities

Gains/(Losses)

Loan Portfolio Hedging

Hedging Instruments:

Interest Rate Swaps

$

6,500

N/A

$

488

$

256

Hedged Items:

Trust Preferred Loans (a)

N/A

$

6,500

(b)

N/A

$

(253)

(c)

• Assets included in the Loans, net of unearned income section of the ConsolidatedStatements of Condition.
• Represents principal balance being hedged.
• Represents gains and losses attributable to changes in fair value due to interest rate risk as designated in ASC 815-20 hedging relationships.

Other Derivatives

In conjunction with the sales of a portion of its Visa Class B shares, FHN and the purchaser entered into derivative transactions whereby FHN will make or receive cash payments whenever the conversion ratio of the Visa Class B shares into Visa Class A shares is adjusted. As of December 31, 2016and 2015, the derivative liabilities associated with the sales of Visa Class B shares were $6.2 million and $4.8 million, respectively. See the Visa Matters section ofNote 17 – Contingencies and Other Disclosures for more information regarding FHN’s Visa shares.

FHN utilizes cross currency swaps and cross currency interest rate swaps to economically hedge its exposure to foreign currency risk and interest rate risk associated with non-U.S. dollar denominated loans. As of December 31, 2016 and 2015, these loans were valued at $3.8 million and $2.4 million, respectively. The balance sheet amount and the gains/losses associated with these derivatives were not significant.

Master Netting and Similar Agreements

As previously discussed, FHN uses master netting agreements, mutual margining agreements and collateral posting requirements to minimize credit risk on derivative contracts. Master netting and similar agreements are used when counterparties have multiple derivatives contracts that allow for a “right of setoff,” meaning that a counterparty may net offsetting positions and collateral with the same counterparty under the contract to determine a net receivable or payable. The following discussion provides an overview of these arrangements which may vary due to the derivative type and market in which a derivative transaction is executed.

Interest rate derivatives are subject to agreements consistent with standard agreement forms of the International Swap and Derivatives Association (“ISDA”).Currently, all interest rate derivative contracts are entered into as over-the-counter transactions and collateral posting requirements are based on the net asset or liability position with each respective counterparty. For contracts that require central clearing, novation to a counterparty with access to a clearinghouse occurs and collateral is posted. Cash collateral received (posted) for interest rate derivatives is recognized as a liability (asset) on FHN’s Consolidated Statements of Condition.

Interest rate derivatives with customers that are smaller financial institutions typically require posting of collateral by the counterparty to FHN. This collateral is subject to a threshold with daily adjustments based upon changes in the level or fair value of the derivative position. Positions and related collateral can be netted in the event of default. Collateral pledged by a counterparty is typically cash or securities. The securities pledged as collateral are not recognized within FHN's Consolidated Statements of Condition. Interest rate derivatives associated with lending arrangements share the collateral with the related loan(s). The derivative and loan positions may be netted in the event of default.For disclosure purposes, the entire collateral amount is allocated to the loan.

Interest rate derivatives with larger financial institutions entered into prior to required central clearing typically contain provisions whereby the collateral posting thresholds under the agreements adjust based on the credit ratings of both counterparties. If the credit rating of FHN and/or FTBNA is lowered, FHN could be required to post additional collateral with the counterparties. Conversely, if the credit rating of FHN and/or FTBNA is increased, FHN could have collateral released and be required to post less collateral in the future. Also, if a counterparty's credit ratings were to decrease, FHN and/or FTBNA could require the posting of additional collateral; whereas if a counterparty's credit ratings were to increase, the counterparty could require the release of excess collateral. Collateral for these arrangements is adjusted daily based on changes in the net fair value position with each counterparty.

The net fair value, determined by individual counterparty, of all derivative instruments with adjustable collateral posting thresholds was $35.9million of assets and $49.0million of liabilities on December 31,2016, and $64.9 million of assets and $62.8million of liabilities on December 31, 2015. As of December 31, 2016 and 2015, FHN had received collateral of $137.6 million and $146.4 million and posted collateral of $39.3 million and $63.0 million, respectively, in the normal course of business related to these agreements.

Certain agreements entered into prior to required central clearing also contain accelerated termination provisions, inclusive of the right of offset, if a counterparty’s credit rating falls below a specified level. If a counterparty's debt rating (including FHN's and FTBNA’s) were to fall below these minimums, these provisions would be triggered, and the counterparties could terminate the agreements and require immediate settlement of all derivative contracts under the agreements. The net fair value, determined by individual counterparty, of all derivative instruments with credit-risk-related contingent accelerated termination provisions was $35.9 million of assets and $19.6 million of liabilities on December 31, 2016, and $64.9 million of assets and $16.1 million of liabilities on December 31, 2015. As of December 31, 2016 and 2015, FHN had received collateral of $137.5 million and $146.4 million and posted collateral of $12.9 million and $19.7 million, respectively, in the normal course of business related to these contracts.

FHN’s fixed income segment buys and sells various types of securities for its customers. When these securities settle on a delayed basis, they are considered forward contracts, and are generally not subject to master netting agreements. For futures and options, FHN transacts through a third party, and the transactions are subject to margin and collateral maintenance requirements.In the event of default, open positions can be offset along with the associated collateral.

For this disclosure, FHN considers the impact of master netting and other similar agreements which allow FHN to settle all contracts with a single counterparty on a net basis and to offset the net derivative asset or liability position with the related securities and cash collateral. The application of the collateral cannot reduce the net derivative asset or liability position below zero, and therefore any excess collateral is not reflected in the following tables.

The following table provides details of derivative assets and collateral received as presented on the Consolidated Statements of Condition as of December 31:
								Gross amounts not offset in the
								Statements of Condition
			Gross amounts		Net amounts of		Derivative
	Gross amounts		offset in the		assets presented		liabilities
	of recognized		Statements of		in the Statements		available for		Collateral
(Dollars in thousands)	assets		Condition		of Condition (a)		offset		Received		Net amount
Derivative assets:
2016 (b)	$	87,962	$	-	$	87,962	$	(25,953)	$	(52,888)	$	9,121
2015 (b)		99,828		-		99,828		(9,972)		(89,856)		-

• Included in Derivative assets on the Consolidated Statements of Condition. As of December 31, 2016 and2015, $33.7 million and $4.5 million, respectively, of derivative assets (primarily fixed income forward contracts) have been excluded from these tables because they are generally not subject to master netting or similar agreements.
• 2016 and 2015are comprised entirely of interest rate derivative contracts.

The following table provides details of derivative liabilities and collateral pledged as presented on the Consolidated Statements of Condition as of December 31:
									Gross amounts not offset in the
									Statements of Condition
			Gross amounts			Net amounts of
	Gross amounts		offset in the		liabilities presented			Derivative
	of recognized		Statements of			in the Statements		assets available		Collateral
(Dollars in thousands)	liabilities		Condition			of Condition (a)		for offset		pledged		Net amount
Derivative liabilities:
2016 (b)	$	96,363	$	-		$	96,363	$	(25,953)	$	(60,746)	$	9,664
2015 (b)		100,002		-			100,002		(9,972)		(62,172)		27,858

• Included in Derivative liabilities on the ConsolidatedStatements of Condition. As ofDecember 31,2016 and 2015, $39.5 million and $8.3 million, respectively, of derivative liabilities (primarily fixed income forward contracts) have been excluded from these tables because they are generally not subject to master netting or similar agreements.
• 2016and 2015 are comprised entirely of interest rate derivative contracts.

XML

Master Netting And Similar Agreements

12 Months Ended

Dec. 31, 2016

Master Netting Agreements And Similar Arrangements [Abstract]

Master Netting Agreements And Similar Arrangements

Note 23 –Master Netting and Similar Agreements - Repurchase, Reverse Repurchase, and Securities Borrowing Transactions

For repurchase, reverse repurchase and securities borrowing transactions, FHN and each counterparty have the ability to offset all open positions and related collateral in the event of default.Due to the nature of these transactions, the value of the collateral for each transaction approximates the value of the corresponding receivable or payable. For repurchase agreements through FHN’s fixed income business (Securities purchased under agreements to resell and Securities sold under agreements to repurchase), transactions are collateralized by securities which are delivered on the settlement date and are maintained throughout the term of the transaction. For FHN’s repurchase agreements through banking activities (Securities sold under agreements to repurchase), securities are typically pledged at settlement and not released until maturity. For asset positions, the collateral is not included on FHN’s Consolidated Statements of Condition. For liability positions, securities collateral pledged by FHN isgenerally represented within FHN’s trading or available-for-sale securities portfolios.

For this disclosure, FHN considers the impact of master netting and other similar agreements that allow FHN to settle all contracts with a single counterparty on a net basis and to offset the net asset or liability position with the related securities collateral. The application of the collateral cannot reduce the net asset or liability position below zero, and therefore any excess collateral is not reflected in the tables below.

The following table provides details of Securities purchased under agreements to resell as presented on the Consolidated Statements of Condition and collateral pledged by counterparties as of December 31:

								Gross amounts not offset in the
								Statements of Condition
			Gross amounts		Net amounts of		Offsetting		Securities collateral
	Gross amounts		offset in the		assets presented		securities sold		(not recognized on
	of recognized		Statements of		in the Statements		under agreements		FHN's Statements
(Dollars in thousands)	assets		Condition		of Condition		to repurchase		of Condition)		Net amount
Securities purchased under agreements to resell:
2016	$	613,682	$	-	$	613,682	$	(1,628)	$	(603,813)	$	8,241
2015		615,773		-		615,773		(537)		(607,642)		7,594

The following table provides details of Securities sold under agreements to repurchase as presented on the Consolidated Statements of Condition and collateral pledged by FHN as of December 31:

								Gross amounts not offset in the
								Statements of Condition
			Gross amounts		Net amounts of		Offsetting
	Gross amounts		offset in the		liabilities presented		securities
	of recognized		Statements of		in the Statements		purchased under		Securities
(Dollars in thousands)	liabilities		Condition		of Condition		agreements to resell		Collateral		Net amount
Securities sold under agreements to repurchase:
2016	$	453,053	$	-	$	453,053	$	(1,628)	$	(451,414)	$	11
2015		338,133		-		338,133		(537)		(337,523)		73

Due to the short duration of Securities sold under agreements to repurchase and the nature of collateral involved, the risks associated with these transactions are considered minimal. The following tables provide details, by collateral type, of the remaining contractual maturity of Securities sold under agreements to repurchase as of December 31:
	December 31, 2016
	Overnight and
(Dollars in thousands)	Continuous		Up to 30 Days		Total
Securities sold under agreements to repurchase:
U.S. treasuries	$	14,864	$	-	$	14,864
Government agency issued MBS		421,771		-		421,771
Government agency issued CMO		-		16,418		16,418
Total Securities sold under agreements to repurchase	$	436,635	$	16,418	$	453,053
	December 31, 2015
	Overnight and
(Dollars in thousands)	Continuous		Up to 30 Days		Total
Securities sold under agreements to repurchase:
U.S. treasuries	$	7,066	$	-	$	7,066
Government agency issued MBS		229,982		-		229,982
Government agency issued CMO		90,562		10,523		101,085
Total Securities sold under agreements to repurchase	$	327,610	$	10,523	$	338,133

XML

Fair Value Of Assets And Liabilities

12 Months Ended

Dec. 31, 2016

Fair Value Disclosures [Abstract]

Fair Value Of Assets And Liabilities

Note 24 – Fair Value of Assets & Liabilities

FHN groups its assets and liabilities measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. This hierarchy requires FHN to maximize the use of observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. Each fair value measurement is placed into the proper level based on the lowest level of significant input. These levels are:

• Level 1 - Valuation is based upon quoted prices for identical instruments traded in active markets.
• Level 2 - Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.
• Level 3 - Valuation is generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models, and similar techniques.

Transfers between fair value levels are recognized at the end of the fiscal quarter in which the associated change in inputs occurs.

Recurring Fair Value Measurements
The following table presents the balance of assets and liabilities measured at fair value on a recurring basis as of December 31, 2016:
			December 31, 2016
(Dollars in thousands)			Level 1		Level 2		Level 3		Total
Trading securities - fixed income:
	U.S. treasuries		$	-	$	146,988	$	-	$	146,988
	Government agency issued MBS			-		256,611		-		256,611
	Government agency issued CMO			-		150,058		-		150,058
	Other U.S. government agencies			-		52,314		-		52,314
	States and municipalities			-		60,351		-		60,351
	Corporate and other debt			-		227,934		5		227,939
	Equity, mutual funds, and other			-		242		-		242
		Total trading securities - fixed income		-		894,498		5		894,503
Trading securities - mortgage banking				-		-		2,568		2,568
Loans held-for-sale				-		2,345		21,924		24,269
Securities available-for-sale:
	U.S. treasuries			-		100		-		100
	Government agency issued MBS			-		2,208,687		-		2,208,687
	Government agency issued CMO			-		1,547,958		-		1,547,958
	Equity, mutual funds, and other			25,249		-		-		25,249
		Total securities available-for-sale		25,249		3,756,745		-		3,781,994
Other assets:
	Mortgage servicing rights			-		-		985		985
	Deferred compensation assets			32,840		-		-		32,840
	Derivatives, forwards and futures			33,587		-		-		33,587
	Derivatives, interest rate contracts			-		88,025		-		88,025
	Derivatives, other			-		42		-		42
		Total other assets		66,427		88,067		985		155,479
		Total assets	$	91,676	$	4,741,655	$	25,482	$	4,858,813
Trading liabilities - fixed income:
	U.S. treasuries		$	-	$	381,229	$	-	$	381,229
	Other U.S. government agencies			-		844		-		844
	Corporate and other debt			-		179,775		-		179,775
		Total trading liabilities - fixed income		-		561,848		-		561,848
Other liabilities:
	Derivatives, forwards and futures			33,274		-		-		33,274
	Derivatives, interest rate contracts			-		96,371		-		96,371
	Derivatives, other			-		7		6,245		6,252
		Total other liabilities		33,274		96,378		6,245		135,897
		Total liabilities	$	33,274	$	658,226	$	6,245	$	697,745

The following table presents the balance of assets and liabilities measured at fair value on a recurring basis as of December 31, 2015:
			December 31, 2015
(Dollars in thousands)			Level 1		Level 2		Level 3		Total
Trading securities - fixed income:
	U.S. treasuries		$	-	$	64,483	$	-	$	64,483
	Government agency issued MBS			-		258,899		-		258,899
	Government agency issued CMO			-		99,260		-		99,260
	Other U.S. government agencies			-		83,740		-		83,740
	States and municipalities			-		32,729		-		32,729
	Corporate and other debt			-		331,709		5		331,714
	Equity, mutual funds, and other			-		6,253		-		6,253
		Total trading securities - fixed income		-		877,073		5		877,078
Trading securities - mortgage banking				-		-		4,372		4,372
Loans held-for-sale				-		-		27,418		27,418
Securities available-for-sale:
	U.S. treasuries			-		100		-		100
	Government agency issued MBS			-		1,573,611		-		1,573,611
	Government agency issued CMO			-		2,169,683		-		2,169,683
	Other U.S. government agencies			-		102		-		102
	States and municipalities			-		-		1,500		1,500
	Equity, mutual funds, and other			26,434		-		-		26,434
		Total securities available-for-sale		26,434		3,743,496		1,500		3,771,430
Other assets:
	Mortgage servicing rights			-		-		1,841		1,841
	Deferred compensation assets			29,399		-		-		29,399
	Derivatives, forwards and futures			4,361		-		-		4,361
	Derivatives, interest rate contracts			-		99,855		-		99,855
	Derivatives, other			-		149		-		149
		Total other assets		33,760		100,004		1,841		135,605
		Total assets	$	60,194	$	4,720,573	$	35,136	$	4,815,903
Trading liabilities - fixed income:
	U.S. treasuries		$	-	$	284,275	$	-	$	284,275
	Corporate and other debt			-		281,744		-		281,744
		Total trading liabilities - fixed income		-		566,019		-		566,019
Other liabilities:
	Derivatives, forwards and futures			3,527		-		-		3,527
	Derivatives, interest rate contracts			-		100,002		-		100,002
	Derivatives, other			-		-		4,810		4,810
		Total other liabilities		3,527		100,002		4,810		108,339
		Total liabilities	$	3,527	$	666,021	$	4,810	$	674,358

Changes in Recurring Level 3 Fair Value Measurements
The changes in Level 3 assets and liabilities measured at fair value for the years ended December 31, 2016, 2015, and 2014, on a recurring basis are summarized as follows:
			Year Ended December 31, 2016
										Securities			Mortgage
			Trading			Loans held-				available-			servicing			Net derivative
(Dollars in thousands)			securities			for-sale				for-sale			rights, net			liabilities
Balance on January 1, 2016			$	4,377			$	27,418			$	1,500		$	1,841		$	(4,810)
	Total net gains/(losses) included in:
		Net income		604				3,380				-			31			(2,634)
	Purchases			-				706				-			-			-
	Sales			-				-				-			(205)			-
	Settlements			(2,408)				(6,264)				(1,500)			(682)			1,199
	Net transfers into/(out of) Level 3			-				(3,316)	(b)			-			-			-
Balance on December 31, 2016			$	2,573			$	21,924			$	-		$	985		$	(6,245)
Net unrealized gains/(losses) included in net income			$	159	(a)		$	3,380	(a)		$	-		$	-		$	(2,634)	(c)

			Year Ended Decmber 31, 2015
										Securities			Mortgage
			Trading			Loans held-				available-			servicing			Net derivative
(Dollars in thousands)			securities			for-sale				for-sale			rights, net			liabilities
Balance on January 1, 2015			$	5,642			$	27,910			$	3,307		$	2,517		$	(5,240)
	Total net gains/(losses) included in:
		Net income		369				2,765				(47)			-			(775)
	Purchases			-				3,116				-			-			-
	Sales			-				-				(1,760)			-			-
	Settlements			(1,634)				(4,462)				-			(676)			1,205
	Net transfers into/(out of) Level 3			-				(1,911)	(b)			-			-			-
Balance on December 31, 2015			$	4,377			$	27,418			$	1,500		$	1,841		$	(4,810)
Net unrealized gains/(losses) included in net income			$	369	(a)		$	2,765	(a)		$	-		$	-		$	(775)	(c)

				Year Ended December 31, 2014
										Securities available-for-sale					Mortgage
			Trading			Loans held-				Investment			Venture		servicing				Net derivative
(Dollars in thousands)			securities			for-sale				portfolio			capital		rights, net				liabilities
Balance on January 1, 2014			$	7,200			$	230,456			$	3,826	$	4,300		$	72,793			$	(2,915)
Total net gains/(losses) included in:
		Net income		149				52,494				-		(2,995)			1,248				(5,981)
		Other comprehensive income/(loss)		-				-				(64)		-			-				-
	Purchases			1,559				5,654				-		-			-				-
	Sales			(1,715)				(236,975)				-		(5)			(70,204)				-
	Settlements			(1,551)				(19,806)				(455)		(1,300)			(1,320)				3,656
	Net transfers into/(out of) Level 3			-				(3,913)	(b)			-		-			-				-
Balance on December 31, 2014			$	5,642			$	27,910			$	3,307	$	-		$	2,517			$	(5,240)
Net unrealized gains/(losses) included in net income			$	225	(a)		$	1,991	(a)		$	-	$	-		$	43	(a)		$	(5,981)	(c)

• Primarily included in mortgage banking income on the Consolidated Statements of Income.
• Transfers out of recurring loans held-for-sale level 3 balances generally reflect movements out of recurring loans held-for-sale and into real estate acquired by foreclosure (level 3 nonrecurring).
• Included in Other expense.

Nonrecurring Fair Value Measurements

From time to time, FHN may be required to measure certain other financial assets at fair value on a nonrecurring basis in accordance with GAAP. These adjustments to fair value usually result from the application of LOCOM accounting or write-downs of individual assets. For assets measured at fair value on a nonrecurring basis which were still held on the balance sheet at December 31, 2016, 2015, and 2014, respectively, the following tables provide the level of valuation assumptions used to determine each adjustment, the related carrying value, and the fair value adjustments recorded during the respective periods.

									Year Ended
	Carrying value at December 31, 2016								December 31, 2016
(Dollars in thousands)	Level 1		Level 2		Level 3		Total		Net gains/(losses)
Loans held-for-sale - SBAs	$	-	$	4,286	$	-	$	4,286	$	(1)
Loans held-for-sale - first mortgages		-		-		638		638		75
Loans, net of unearned income (a)		-		-		31,070		31,070		(2,055)
Real estate acquired by foreclosure (b)		-		-		11,235		11,235		(2,041)
Other assets (c)		-		-		29,609		29,609		(3,349)
									$	(7,371)
									Year Ended
	Carrying value at December 31, 2015								December 31, 2015
(Dollars in thousands)	Level 1		Level 2		Level 3		Total		Net gains/(losses)
Loans held-for-sale - first mortgages	$	-	$	-	$	729	$	729		57
Loans, net of unearned income (a)		-		-		27,026		27,026		4,087
Real estate acquired by foreclosure (b)		-		-		24,977		24,977		(2,868)
Other assets (c)		-		-		24,577		24,577		(4,582)
									$	(3,306)
									Year Ended
	Carrying value at December 31, 2014								December 31, 2014
(Dollars in thousands)	Level 1		Level 2		Level 3		Total		Net gains/(losses)
Loans held-for-sale - SBAs	$	-	$	3,322	$	-	$	3,322	$	46
Loans held-for-sale - first mortgages		-		-		846		846		(470)
Loans, net of unearned income (a)		-		-		40,531		40,531		(801)
Real estate acquired by foreclosure (b)		-		-		30,430		30,430		(3,465)
Other assets (c)		-		-		28,660		28,660		(2,087)
									$	(6,777)

• Represents carrying value of loans for which adjustments are required to be based on the appraised value of the collateral less estimated costs to sell. Write-downs on these loans are recognized as part of provision for loan losses. Gains in 2015 are due to recoveries of previously charged-off amounts.
• Represents the fair value and related losses of foreclosed properties that were measured subsequent to their initial classification as foreclosed assets. Balance excludes foreclosed real estate related to government insured mortgages.
• Represents tax credit investments accounted for under the equity method.

In first quarter 2016, FHN’s Regional Banking segment recognized $3.7 million of impairments on long-lived assets associated with efforts to more efficiently utilize its bank branch locations. The affected branch locations represented a mixture of owned and leased sites. The fair values of owned sites were determined using estimated sales prices from appraisals less estimated costs to sell. The fair values of leased sites were determined using a discounted cash flow approach, based on the revised estimated useful lives of the related assets. Both measurement methodologies are considered Level 3 valuations.

Level 3 Measurements
The following tables provide information regarding the unobservable inputs utilized in determining the fair value of level 3 recurring and non-recurring measurements as of December 31, 2016 and 2015:
(Dollars in Thousands)
	Fair Value at
Level 3 Class	December 31, 2016		Valuation Techniques	Unobservable Input	Values Utilized
Trading securities - mortgage	$	2,568	Discounted cash flow	Prepayment speeds	22% - 41%
				Discount rate	29% - 50%
Loans held-for-sale - residential real estate		22,562	Discounted cash flow	Prepayment speeds - First mortgage	2% - 13%
				Prepayment speeds - HELOC	3% - 15%
				Foreclosure losses	50% - 70%
				Loss severity trends - First mortgage	5% - 50% of UPB
				Loss severity trends - HELOC	15% - 100% of UPB
Derivative liabilities, other		6,245	Discounted cash flow	Visa covered litigation resolution amount	$4.4 billion - $5.2 billion
				Probability of resolution scenarios	10% - 30%
				Time until resolution	24 - 54 months
Loans, net of unearned income (a)		31,070	Appraisals from comparable properties	Marketability adjustments for specific properties	0% - 10% of appraisal
			Other collateral valuations	Borrowing base certificates adjustment	20% - 50% of gross value
				Financial Statements/Auction values adjustment	0% - 25% of reported value
Real estate acquired by foreclosure (b)		11,235	Appraisals from comparable properties	Adjustment for value changes since appraisal	0% - 10% of appraisal
Other assets (c)		29,609	Discounted cash flow	Adjustments to current sales yields for specific properties	0% - 15% adjustment to yield
			Appraisals from comparable properties	Marketability adjustments for specific properties	0% - 25% of appraisal

• Represents carrying value of loans for which adjustments are required to be based on the appraised value of the collateral less estimated costs to sell. Write-downs on these loans are recognized as part of provision for loan losses.
• Represents the fair value of foreclosed properties that were measured subsequent to their initial classification as foreclosed assets. Balance excludes foreclosed real estate related to government insured mortgages.
• Represents tax credit investments accounted for under the equity method.

(Dollars in Thousands)
	Fair Value at
Level 3 Class	December 31, 2015		Valuation Techniques	Unobservable Input	Values Utilized
Trading securities - mortgage	$	4,372	Discounted cash flow	Prepayment speeds	42% - 43%
				Discount rate	6% - 63%
Loans held-for-sale - residential real estate		28,147	Discounted cash flow	Prepayment speeds - First mortgage	2% - 20%
				Prepayment speeds - HELOC	3% - 15%
				Foreclosure Losses	45% - 55%
				Loss severity trends - First mortgage	10% - 70% of UPB
				Loss severity trends - HELOC	35% - 100% of UPB
				Draw Rate - HELOC	2% - 12%
Derivative liabilities, other		4,810	Discounted cash flow	Visa covered litigation resolution amount	$4.4 billion - $5.4 billion
				Probability of resolution scenarios	5% - 25%
				Time until resolution	6 - 42 months
Loans, net of unearned income (a)		27,026	Appraisals from comparable properties	Marketability adjustments for specific properties	0% - 10% of appraisal
			Other collateral valuations	Borrowing base certificates adjustment	20% - 50% of gross value
				Financial Statements/Auction values adjustment	0% - 25% of reported value
Real estate acquired by foreclosure (b)		24,977	Appraisals from comparable properties	Adjustment for value changes since appraisal	0% - 10% of appraisal
Other assets (c)		24,577	Discounted cash flow	Adjustments to current sales yields for specific properties	0% - 15% adjustment to yield
			Appraisals from comparable properties	Marketability adjustments for specific properties	0% - 25% of appraisal

• Represents carrying value of loans for which adjustments are required to be based on the appraised value of the collateral less estimated costs to sell. Write-downs on these loans are recognized as part of provision for loan losses.
• Represents the fair value of foreclosed properties that were measured subsequent to their initial classification as foreclosed assets. Balance excludes foreclosed real estate related to government insured mortgages.
• Represents tax credit investments accounted for under the equity method.

Trading securities-mortgage.Prepayment rates and credit spreads (part of the discount rate) are significant unobservable inputs used in the fair value measurement of FHN’s mortgage trading securities which primarily consist of principal-only strips. Subordinated bonds were also included in mortgage trading securities prior to their payoff in first quarter 2016. Increases in prepayment rates and credit spreads in isolation would result in significantly lower fair value measurements for the associated assets. Conversely, decreases in prepayment rates and credit spreads in isolation would result in significantly higher fair value measurements for the associated assets. Generally, when market interest rates decline and other factors favorable to prepayments occur, there is a corresponding increase in prepayment rates as customers are expected to refinance existing mortgages under more favorable interest rate terms. Generally, changes in discount rates directionally mirror the changes in market interest rates. FHN’s Corporate Accounting Department monitors changes in the fair value of these securities monthly.

Loans held-for-sale. Foreclosure losses and prepayment rates are significant unobservable inputs used in the fair value measurement of FHN’s residential real estate loans held-for-sale. Loss severity trends are also assessed to evaluate the reasonableness of fair value estimates resulting from discounted cash flows methodologies as well as to estimate fair value for newly repurchased loansand loans that are near foreclosure. Significant increases (decreases) in any of these inputs in isolation would result in significantly lower (higher) fair value measurements. Draw rates were an additional significant unobservable input for HELOCs until the draw period closed in 2016.Increases (decreases) in the draw rate estimates for HELOCs would have increased (decreased) their fair value.All observable and unobservable inputs are re-assessed quarterly. Fair value measurements are reviewed at least quarterly by FHN’s Corporate Accounting Department.

Derivative liabilities.In conjunction with the sales of portions of its Visa Class B shares, FHN and the purchaser entered into derivative transactions whereby FHN will make, or receive, cash payments whenever the conversion ratio of the Visa Class B shares into Visa Class A shares is adjusted. FHN uses a discounted cash flow methodology in order to estimate the fair value of FHN’s derivative liabilities associated with its prior sales of Visa Class B shares. The methodology includes estimation of both the resolution amount for Visa’s Covered Litigation matters as well as the length of time until the resolution occurs. Significant increases (decreases) in either of these inputs in isolation would result in significantly higher (lower) fair value measurements for the derivative liabilities. Additionally, FHN performs a probability weighted multiple resolution scenario to calculate the estimated fair value of these derivative liabilities. Assignment of higher (lower) probabilities to the larger potential resolution scenarios would result in an increase (decrease) in the estimated fair value of the derivative liabilities. Since this estimation process requires application of judgment in developing significant unobservable inputs used to determine the possible outcomes and the probability weighting assigned to each scenario, these derivatives have been classified within Level 3 in fair value measurements disclosures. The valuation inputs and process are discussed with senior and executive management when significant events affecting the estimate of fair value occur. Inputs are compared to information obtained from the public issuances and filings of Visa, Inc. as well as public information released by other participants in the applicable litigation matters.

Loans, net of unearned income and Real estate acquired by foreclosure. Collateral-dependent loans and Real estate acquired by foreclosure are primarily valued using appraisals based on sales of comparable properties in the same or similar markets. Multiple appraisal firms are utilized to ensure that estimated values are consistent between firms. This process occurs within FHN’s Credit Risk Management (commercial) and Default Servicing functions (primarily consumer). The Credit Risk Management Committee reviews ORE dispositions and additions annually. Back testing is performed during the year through comparison to ultimate disposition values. Other collateral (receivables, inventory, equipment, etc.) is valued through borrowing base certificates, financial statements and/or auction valuations. These valuations are discounted based on the quality of reporting, knowledge of the marketability/collectability of the collateral and historical disposition rates.

Other assets – tax credit investments.The estimated fair value of tax credit investments accounted for under the equity method is generally determined in relation to the yield (i.e., future tax credits to be received) an acquirer of these investments would expect in relation to the yields experienced on current new issue and/or secondary market transactions. Thus, as tax credits are recognized, the future yield to a market participant is reduced, resulting in consistent impairment of the individual investments. Individual investments are reviewed for impairment quarterly, which may include the consideration of additional marketability discounts related to specific investments which typically includes consideration of the underlying property’s appraised value. Unusual valuation adjustments and the associated triggering events are discussed with senior and executive management when appropriate. A portfolio review is conducted annually, with the assistance of a third party, to assess the reasonableness of current valuations.

Fair Value Option

FHN has elected the fair value option on a prospective basis for almost all types of mortgage loans originated for sale purposes under the Financial Instruments Topic (“ASC 825”). FHN determined that the election reduces certain timing differences and better matches changes in the value of such loans with changes in the value of derivatives and forward delivery commitments used as economic hedges for these assets at the time of election.

Repurchased loans are recognized within loans held-for-sale at fair value at the time of repurchase, which includes consideration of the credit status of the loans and the estimated liquidation value. FHN has elected to continue recognition of these loans at fair value in periods subsequent to reacquisition. Due to the credit-distressed nature of the vast majority of repurchased loans and the related loss severities experienced upon repurchase, FHN believes that the fair value election provides a more timely recognition of changes in value for these loans that occur subsequent to repurchase. Absent the fair value election, these loans would be subject to valuation at the LOCOM value, which would prevent subsequent values from exceeding the initial fair value, determined at the time of repurchase, but would require recognition of subsequent declines in value. Thus, the fair value election provides for a more timely recognition of any potential future recoveries in asset values while not affecting the requirement to recognize subsequent declines in value.

The following tables reflect the differences between the fair value carrying amount of residential real estate loans held-for-sale measured at fair value in accordance with management’s election and the aggregate unpaid principal amount FHN is contractually entitled to receive at maturity.
		December 31, 2016
(Dollars in thousands)		Fair value carrying amount		Aggregate unpaid principal		Fair value carrying amount less aggregate unpaid principal
Residential real estate loans held-for-sale reported at fair value:
	Total loans	$	24,269	$	35,262		$	(10,993)
	Nonaccrual loans		6,775		12,910			(6,135)
	Loans 90 days or more past due and still accruing		211		331			(120)
		December 31, 2015
(Dollars in thousands)		Fair value carrying amount		Aggregate unpaid principal		Fair value carrying amount less aggregate unpaid principal
Residential real estate loans held-for-sale reported at fair value:
	Total loans	$	27,418	$	41,881		$	(14,463)
	Nonaccrual loans		7,702		14,807			(7,105)
	Loans 90 days or more past due and still accruing		2,181		3,004			(823)

Assets and liabilities accounted for under the fair value election are initially measured at fair value with subsequent changes in fair value recognized in earnings. Such changes in the fair value of assets and liabilities for which FHN elected the fair value option are included in current period earnings with classification in the income statement line item reflected in the following table:
				Year Ended
				December 31
(Dollars in thousands)				2016		2015		2014
Changes in fair value included in net income:
	Mortgage banking noninterest income
		Loans held-for-sale	$	3,380	$	2,765	$	52,494

For the years ended December 31, 2016, 2015, and 2014, the amounts for residential real estate loans held-for-sale include a gain of $1.5 million, $.4 million and $2.8 million, respectively, in pretax earnings that are attributable to changes in instrument-specific credit risk. The portion of the fair value adjustments related to credit risk was determined based on estimated default rates and estimated loss severities. Interest income on residential real estate loans held-for-sale measured at fair value is calculated based on the note rate of the loan and is recorded in the interest income section of the Consolidated Statements of Income as interest on loans held-for-sale.

Determination of Fair Value

In accordance with ASC 820-10-35, fair values are based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following describes the assumptions and methodologies used to estimate the fair value of financial instruments recorded at fair value in the Consolidated Statements of Condition and for estimating the fair value of financial instruments for which fair value is disclosed under ASC 825-10-50.

Short-term financial assets. Federal funds sold, securities purchased under agreements to resell, and interest bearing deposits with other financial institutions and the Federal Reserve are carried at historical cost. The carrying amount is a reasonable estimate of fair value because of the relatively short time between the origination of the instrument and its expected realization.

Trading securities and trading liabilities. Trading securities and trading liabilities are recognized at fair value through current earnings. Trading inventory held for broker-dealer operations is included in trading securities and trading liabilities. Broker-dealer long positions are valued at bid price in the bid-ask spread. Short positions are valued at the ask price. Inventory positions are valued using observable inputs including current market transactions, LIBOR and U.S. treasury curves, credit spreads, and consensus prepayment speeds. Trading loans are valued using observable inputs including current market transactions, swap rates, mortgage rates, and consensus prepayment speeds.

Trading securities also include retained interests in prior securitizations that qualify as financial assets, which include primarily principal-only strips. Subordinated bonds were included in mortgage trading securities prior to payoff in first quarter 2016. FHN uses inputs including yield curves, credit spreads, and prepayment speeds to determine the fair value of principal-only strips.Subordinated bonds are bonds with junior priority and were valued using an internal model which included contractual terms, frequency and severity of loss (credit spreads), prepayment speeds of the underlying collateral, and the yield that a marketparticipant would require.

Securities available-for-sale. Securities available-for-sale includes the investment portfolio accounted for as available-for-sale under ASC 320-10-25, federal bank stock holdings, and short-term investments in mutual funds. Valuations of available-for-sale securities are performed using observable inputs obtained from market transactions in similar securities. Typical inputs include LIBOR and U.S. treasury curves, consensus prepayment estimates, and credit spreads. When available, broker quotes are used to support these valuations.

Investments in the stock of the Federal Reserve Bank and Federal Home Loan Banks are recognized at historical cost in the Consolidated Statements of Condition which is considered to approximate fair value. Short-term investments in mutual funds are measured at the funds’ reported closing net asset values. Investments in equity securities are valued using quoted market prices when available. Cost method investments are valued at historical cost less any recorded impairment due to the illiquid nature of these investments.

Securities held-to-maturity. Securities held-to-maturity reflects debt securities for which management has the positive intent and ability to hold to maturity. To the extent possible, valuations of held-to-maturity securities are performed using observable inputs obtained from market transactions in similar securities. Typical inputs include LIBOR and U.S. treasury curves and credit spreads. Debt securities with limited trading activity are valued using a discounted cash flow model that incorporates a combination of observable and unobservable inputs. Primary observable inputs include contractual cash flows, the treasury curve and credit spreads from similar instruments. Significant unobservable inputs include estimated credit spreads for individual issuers and instruments as well as prepayment speeds, as applicable.

Loans held-for-sale. Residential real estate loans held-for-sale are valued using current transaction prices and/or values on similar assets when available, including committed bids for specific loans or loan portfolios. Uncommitted bids may be adjusted based on other available market information. For all other loans FHN determines the fair value of residential real estate loans held-for-sale using a discounted cash flow model which incorporates both observable and unobservable inputs. Inputs include current mortgage rates for similar products, estimated prepayment rates, foreclosure losses, and various loan performance measures (delinquency, LTV, credit score). Adjustments for delinquency and other differences in loan characteristics are typically reflected in the model’s discount rates. Loss severity trends and the value of underlying collateral are also considered in assessing the appropriate fair value for severely delinquent loans and loans in foreclosure. The valuation of HELOCs also incorporates estimates of loan draw rates, when still in the draw period, as well as estimated cancellation rates for loans expected to become delinquent.

Loans held-for-sale also include loans made by the Small Business Administration (“SBA”), which are accounted for at LOCOM. The fair value of SBA loans is determined using an expected cash flow model that utilizes observable inputs such as the spread between LIBOR and prime rates, consensus prepayment speeds, and the treasury curve. The fair value of other non-residential real estate loans held-for-sale is approximated by their carrying values based on current transaction values.

Loans, net of unearned income. Loans, net of unearned income are recognized at the amount of funds advanced, less charge-offs and an estimation of credit risk represented by the allowance for loan losses. The fair value estimates for disclosure purposes differentiate loans based on their financial characteristics, such as product classification, vintage, loan category, pricing features, and remaining maturity.

The fair value of floating rate loans is estimated through comparison to recent market activity in loans of similar product types, with adjustments made for differences in loan characteristics. In situations where market pricing inputs are not available, fair value is considered to approximate book value due to the monthly repricing for commercial and consumer loans, with the exception of floating rate 1-4 family residential mortgage loans which reprice annually and will lag movements in market rates. The fair value for floating rate 1-4 family mortgage loans is calculated by discounting future cash flows to their present value. Future cash flows are discounted to their present value by using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same time period. Prepayment assumptions based on historical prepayment speeds and industry speeds for similar loans have been applied to the floating rate 1-4 family residential mortgage portfolio.

The fair value of fixed rate loans is estimated through comparison to recent market activity in loans of similar product types, with adjustments made for differences in loan characteristics. In situations where market pricing inputs are not available, fair value is estimated by discounting future cash flows to their present value. Future cash flows are discounted to their present value by using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same time period. Prepayment assumptions based on historical prepayment speeds and industry speeds for similar loans have been applied to the fixed rate mortgage and installment loan portfolios.

For all loan portfolio classes, adjustments are made to reflect liquidity or illiquidity of the market. Such adjustments reflect discounts that FHN believes are consistent with what a market participant would consider in determining fair value given current market conditions.

Individually impaired loans are measured using either a discounted cash flow methodology or the estimated fair value of the underlying collateral less costs to sell, if the loan is considered collateral-dependent. In accordance with accounting standards, the discounted cash flow analysis utilizes the loan’s effective interest rate for discounting expected cash flow amounts. Thus, this analysis is not considered a fair value measurement in accordance with ASC 820. However, the results of this methodology are considered to approximate fair value for the applicable loans. Expected cash flows are derived from internally-developed inputs primarily reflecting expected default rates on contractual cash flows. For loans measured using the estimated fair value of collateral less costs to sell, fair value is estimated using appraisals of the collateral. Collateral values are monitored and additional write-downs are recognized if it is determined that the estimated collateral values have declined further. Estimated costs to sell are based on current amounts of disposal costs for similar assets. Carrying value is considered to reflect fair value for these loans.

Mortgage servicing rights. FHN recognizes all classes of MSR at fair value. In third quarter 2013, FHN agreed to sell substantially all of its remaining legacy mortgage servicing. After that time FHN used the price in the definitive agreement, as adjusted for the portion of pricing that was not specific to the MSR, as a third-party pricing source in the valuation of the remaining first lien mortgage MSR, which was completely de-recognized by the end of 2016. The remaining MSR relates to servicing of other consumer real estate loans and is valued using a discounted cash flow methodology.

Derivative assets and liabilities. The fair value for forwards and futures contracts is based on current transactions involving identical securities. Futures contracts are exchange-traded and thus have no credit risk factor assigned as the risk of non-performance is limited to the clearinghouse used.

Valuations of other derivatives (primarily interest rate related swaps) are based on inputs observed in active markets for similar instruments. Typical inputs include the LIBOR curve, Overnight Indexed Swap ("OIS") curve, option volatility, and option skew. In measuring the fair value of these derivative assets and liabilities, FHN has elected to consider credit risk based on the net exposure to individual counterparties. Credit risk is mitigated for these instruments through the use of mutual margining and master netting agreements as well as collateral posting requirements. Any remaining credit risk related to interest rate derivatives is considered in determining fair value through evaluation of additional factors such as customer loan grades and debt ratings. Foreign currency related derivatives also utilize observable exchange rates in the determination of fair value. The determination of fair value for FHN’s derivative liabilities associated with its prior sales of Visa Class B shares are classified within Level 3 in the fair value measurements disclosure as previously discussed in the unobservable inputs discussion.

Real estate acquired by foreclosure. Real estate acquired by foreclosure primarily consists of properties that have been acquired in satisfaction of debt. These properties are carried at the lower of the outstanding loan amount or estimated fair value less estimated costs to sell the real estate. Estimated fair value is determined using appraised values with subsequent adjustments for deterioration in values that are not reflected in the most recent appraisal.

Nonearning assets. For disclosure purposes, nonearning financial assets include cash and due from banks, accrued interest receivable, and fixed income receivables. Due to the short-term nature of cash and due from banks, accrued interest receivable, and fixed income receivables, the fair value is approximated by the book value.

Other assets. For disclosure purposes, other assets consist of tax credit investments and deferred compensation assets that are considered financial assets. Tax credit investments accounted for under the equity method are written down to estimated fair value quarterly based on the estimated value of the associated tax credits which incorporates estimates of required yield for hypothetical investors. The fair value of all other tax credit investments is estimated using recent transaction information with adjustments for differences in individual investments. Deferred compensation assets are recognized at fair value, which is based on quoted prices in active markets.

Defined maturity deposits. The fair value of these deposits is estimated by discounting future cash flows to their present value. Future cash flows are discounted by using the current market rates of similar instruments applicable to the remaining maturity. For disclosure purposes, defined maturity deposits include all certificates of deposit and other time deposits.

Undefined maturity deposits. In accordance with ASC 825, the fair value of these deposits is approximated by the book value. For the purpose of this disclosure, undefined maturity deposits include demand deposits, checking interest accounts, savings accounts, and money market accounts.

Short-term financial liabilities. The fair value of federal funds purchased, securities sold under agreements to repurchase and other short-term borrowings are approximated by the book value. The carrying amount is a reasonable estimate of fair value because of the relatively short time between the origination of the instrument and its expected realization.

Term borrowings. The fair value of term borrowings is based on quoted market prices or dealer quotes for the identical liability when traded as an asset. When pricing information for the identical liability is not available, relevant prices for similar debt instruments are used with adjustments being made to the prices obtained for differences in characteristics of the debt instruments. If no relevant pricing information is available, the fair value is approximated by the present value of the contractual cash flows discounted by the investor’s yield which considers FHN’s and FTBNA’s debt ratings.

Other noninterest-bearing liabilities. For disclosure purposes, other noninterest-bearing financial liabilities include accrued interest payable and fixed income payables. Due to the short-term nature of these liabilities, the book value is considered to approximate fair value.

Loan commitments. Fair values of these commitments are based on fees charged to enter into similar agreements taking into account the remaining terms of the agreements and the counterparties’ credit standing.

Other commitments. Fair values of these commitments are based on fees charged to enter into similar agreements.

The following fair value estimates are determined as of a specific point in time utilizing various assumptions and estimates. The use of assumptions and various valuation techniques, as well as the absence of secondary markets for certain financial instruments, reduces the comparability of fair value disclosures between financial institutions. Due to market illiquidity, the fair values for loans, net of unearned income, loans held-for-sale, and term borrowings as of December 31, 2016 and 2015, involve the use of significant internally-developed pricing assumptions for certain components of these line items. The assumptions and valuations utilized for this disclosure are considered to reflect inputs that market participants would use in transactions involving these instruments as of the measurement date. The valuations of legacy assets, particularly consumer loans within the non-strategic segment and TRUP loans, are influenced by changes in economic conditions since origination and risk perceptions of the financial sector. These considerations affect the estimate of a potential acquirer’s cost of capital and cash flow volatility assumptions from these assets and the resulting fair value measurements may depart significantly from FHN’s internal estimates of the intrinsic value of these assets.

Assets and liabilities that are not financial instruments have not been included in the following table such as the value of long-term relationships with deposit and trust customers, premises and equipment, goodwill and other intangibles, deferred taxes, and certain other assets and other liabilities. Additionally, these measurements are solely for financial instruments as of the measurement date and do not consider the earnings potential of our various business lines. Accordingly, the total of the fair value amounts does not represent, and should not be construed to represent, the underlying value of FHN.

The following tables summarize the book value and estimated fair value of financial instruments recorded in the Consolidated Statements of Condition as well as unfunded loan commitments and stand by and other commitments as of December 31, 2016 and 2015.

			December 31, 2016
			Book		Fair Value
(Dollars in thousands)			Value		Level 1		Level 2		Level 3		Total
Assets:
Loans, net of unearned income and allowance for loan losses
	Commercial:
		Commercial, financial and industrial	$	12,058,689	$	-	$	-	$	11,918,374	$	11,918,374
		Commercial real estate		2,101,671		-		-		2,078,306		2,078,306
	Consumer:
		Consumer real estate		4,473,395		-		-		4,385,669		4,385,669
		Permanent mortgage		406,836		-		-		404,930		404,930
		Credit card & other		346,861		-		-		347,577		347,577
Total loans, net of unearned income and allowance for loan losses				19,387,452		-		-		19,134,856		19,134,856
Short-term financial assets:
	Interest-bearing cash			1,060,034		1,060,034		-		-		1,060,034
	Federal funds sold			50,838		-		50,838		-		50,838
	Securities purchased under agreements to resell			613,682		-		613,682		-		613,682
Total short-term financial assets				1,724,554		1,060,034		664,520		-		1,724,554
Trading securities (a)				897,071		-		894,498		2,573		897,071
Loans held-for-sale (a)				111,248		-		6,631		104,617		111,248
Securities available-for-sale (a) (b)				3,943,499		25,249		3,756,745		161,505		3,943,499
Securities held-to-maturity				14,347		-		-		14,773		14,773
Derivative assets (a)				121,654		33,587		88,067		-		121,654
Other assets:
	Tax credit investments			100,105		-		-		98,400		98,400
	Deferred compensation assets			32,840		32,840		-		-		32,840
Total other assets				132,945		32,840		-		98,400		131,240
Nonearning assets:
	Cash & due from banks			373,274		373,274		-		-		373,274
	Fixed income receivables			57,411		-		57,411		-		57,411
	Accrued interest receivable			60,870		-		60,870		-		60,870
Total nonearning assets				491,555		373,274		118,281		-		491,555
Total assets			$	26,824,325	$	1,524,984	$	5,528,742	$	19,516,724	$	26,570,450
Liabilities:
Deposits:
	Defined maturity		$	1,355,133	$	-	$	1,361,104	$	-	$	1,361,104
	Undefined maturity			21,317,230		-		21,317,230		-		21,317,230
Total deposits				22,672,363		-		22,678,334		-		22,678,334
Trading liabilities (a)				561,848		-		561,848		-		561,848
Short-term financial liabilities:
	Federal funds purchased			414,207		-		414,207		-		414,207
	Securities sold under agreements to repurchase			453,053		-		453,053		-		453,053
	Other short-term borrowings			83,177		-		83,177		-		83,177
Total short-term financial liabilities				950,437		-		950,437		-		950,437
Term borrowings:
	Real estate investment trust-preferred			46,032		-		-		49,350		49,350
	Term borrowings - new market tax credit investment			18,000		-		-		17,918		17,918
	Borrowings secured by residential real estate			23,126		-		-		21,969		21,969
	Other long term borrowings			953,498		-		965,066		-		965,066
Total term borrowings				1,040,656		-		965,066		89,237		1,054,303
Derivative liabilities (a)				135,897		33,274		96,378		6,245		135,897
Other noninterest-bearing liabilities:
	Fixed income payables			21,002		-		21,002		-		21,002
	Accrued interest payable			10,336		-		10,336		-		10,336
Total other noninterest-bearing liabilities				31,338		-		31,338		-		31,338
Total liabilities			$	25,392,539	$	33,274	$	25,283,401	$	95,482	$	25,412,157

• Classes are detailed in the recurring and nonrecurring measurement tables.
• Level 3 includes restricted investments in FHLB-Cincinnati stock of $87.9 million and FRB stock of $68.6 million.

			December 31, 2015
			Book		Fair Value
(Dollars in thousands)			Value		Level 1		Level 2		Level 3		Total
Assets:
Loans, net of unearned income and allowance for loan losses
	Commercial:
		Commercial, financial and industrial	$	10,362,753	$	-	$	-	$	10,280,766	$	10,280,766
		Commercial real estate		1,649,776		-		-		1,619,795		1,619,795
	Consumer:
		Consumer real estate		4,685,904		-		-		4,479,333		4,479,333
		Permanent mortgage		435,176		-		-		400,970		400,970
		Credit card & other		342,651		-		-		344,892		344,892
Total loans, net of unearned income and allowance for loan losses				17,476,260		-		-		17,125,756		17,125,756
Short-term financial assets:
	Interest-bearing cash			602,836		602,836		-		-		602,836
	Federal funds sold			114,479		-		114,479		-		114,479
	Securities purchased under agreements to resell			615,773		-		615,773		-		615,773
Total short-term financial assets				1,333,088		602,836		730,252		-		1,333,088
Trading securities (a)				881,450		-		877,073		4,377		881,450
Loans held-for-sale				126,342		-		6,616		119,726		126,342
Securities available-for-sale (a) (b)				3,929,846		26,434		3,743,496		159,916		3,929,846
Securities held-to-maturity				14,320		-		-		15,349		15,349
Derivative assets (a)				104,365		4,361		100,004		-		104,365
Other assets:
	Tax credit investments			91,507		-		-		55,406		55,406
	Deferred compensation assets			29,399		29,399		-		-		29,399
Total other assets				120,906		29,399		-		55,406		84,805
Nonearning assets:
	Cash & due from banks			300,811		300,811		-		-		300,811
	Fixed income receivables			63,660		-		63,660		-		63,660
	Accrued interest receivable			62,497		-		62,497		-		62,497
Total nonearning assets				426,968		300,811		126,157		-		426,968
Total assets			$	24,413,545	$	963,841	$	5,583,598	$	17,480,530	$	24,027,969
Liabilities:
Deposits:
	Defined maturity		$	1,231,876	$	-	$	1,238,044	$	-	$	1,238,044
	Undefined maturity			18,735,602		-		18,735,602		-		18,735,602
Total deposits				19,967,478		-		19,973,646		-		19,973,646
Trading liabilities (a)				566,019		-		566,019		-		566,019
Short-term financial liabilities:
	Federal funds purchased			464,166		-		464,166		-		464,166
	Securities sold under agreements to repurchase			338,133		-		338,133		-		338,133
	Other short-term borrowings			137,861		-		137,861		-		137,861
Total short-term financial liabilities				940,160		-		940,160		-		940,160
Term borrowings:
	Real estate investment trust-preferred			45,964		-		-		49,350		49,350
	Term borrowings - new market tax credit investment			18,000		-		-		17,972		17,972
	Borrowings secured by residential real estate			41,100		-		-		35,469		35,469
	Other long term borrowings			1,207,613		-		1,193,482		-		1,193,482
Total term borrowings				1,312,677		-		1,193,482		102,791		1,296,273
Derivative liabilities (a)				108,339		3,527		100,002		4,810		108,339
Other noninterest-bearing liabilities:
	Fixed income payables			23,072		-		23,072		-		23,072
	Accrued interest payable			14,871		-		14,871		-		14,871
Total other noninterest-bearing liabilities				37,943		-		37,943		-		37,943
Total liabilities			$	22,932,616	$	3,527	$	22,811,252	$	107,601	$	22,922,380

Certain previously reported amounts have been revised to reflect the retroactive effect of the adoption of ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs.” See Note 1- Summary of Significant Accounting Policies for additional information.

• Classes are detailed in the recurring and nonrecurring measurement tables.
• Level 3 includes restricted investments in FHLB-Cincinnati stock of $87.9 million and FRB stock of $65.8 million.

	Contractual Amount				Fair Value
(Dollars in thousands)	December 31, 2016		December 31, 2015		December 31, 2016		December 31, 2015
Unfunded Commitments:
Loan commitments	$	8,744,649	$	7,903,294	$	2,924	$	2,748
Standby and other commitments		277,549		279,272		4,037		4,421

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Parent Company Financial Information

12 Months Ended

Dec. 31, 2016

Condensed Financial Information Of Parent Company Only Disclosure [Abstract]

Parent Company Financial Information [Text Block]

Note 25 – Parent Company Financial Information

Following are condensed statements of the parent company:
Statements of Condition	December 31
(Dollars in thousands)	2016		2015
Assets:
Cash	$	226,326	$	138,139
Securities available-for-sale		2,035		2,061
Notes receivable		3,209		3,339
Allowance for loan losses		(925)		(925)
Investments in subsidiaries:
Bank		2,596,582		2,619,715
Non-bank		23,996		27,677
Other assets		189,360		184,570
Total assets	$	3,040,583	$	2,974,576
Liabilities and equity:
Accrued employee benefits and other liabilities	$	141,729	$	140,588
Term borrowings		489,201		489,833
Total liabilities		630,930		630,421
Total equity		2,409,653		2,344,155
Total liabilities and equity	$	3,040,583	$	2,974,576
Certain previously reported amounts have been revised to reflect the retroactive effect of the adoption of ASU 2015-03,"Simplifying the Presentation of Debt Issuance Costs." See Note 1 Summary of Significant Accounting Policies for additional information.

Statements of Income	Year Ended December 31
(Dollars in thousands)	2016		2015		2014
Dividend income:
Bank	$	250,000	$	325,000	$	180,000
Non-bank		1,361		1,150		446
Total dividend income		251,361		326,150		180,446
Interest income		-		-		2
Other income/(loss)		(207)		5,884		6,265
Total income		251,154		332,034		186,713
Interest expense:
Short-term debt		-		6		9
Term borrowings		14,238		23,579		23,808
Total interest expense		14,238		23,585		23,817
Compensation, employee benefits and other expense		38,926		36,388		30,400
Total expense		53,164		59,973		54,217
Income/(loss) before income taxes		197,990		272,061		132,496
Income tax benefit		(22,981)		(21,757)		(20,599)
Income/(loss) before equity in undistributed net income of subsidiaries		220,971		293,818		153,095
Equity in undistributed net income/(loss) of subsidiaries:
Bank		9,508		(207,831)		68,836
Non-bank		(3,433)		(108)		588
Net income/(loss) attributable to the controlling interest	$	227,046	$	85,879	$	222,519

Statements of Cash Flows	Year Ended December 31
(Dollars in thousands)	2016		2015		2014
Operating activities:
Net income/(loss)	$	227,046	$	85,879	$	222,519
Less undistributed net income/(loss) of subsidiaries		6,075		(207,939)		69,424
Income/(loss) before undistributed net income of subsidiaries		220,971		293,818		153,095
Adjustments to reconcile income to net cash provided by operating activities:
Depreciation, amortization, and other		53		(276)		(390)
(Gain)/loss on securities		148		259		(5,736)
Stock-based compensation expense		16,719		12,810		11,351
(Gain)/loss on extinguishment of debt		-		(5,793)		-
Net (increase)/decrease in interest receivable and other assets		(2,228)		(4,544)		(1,836)
Net (decrease)/increase in interest payable and other liabilities		(2,842)		(5,791)		1,505
Total adjustments		11,850		(3,335)		4,894
Net cash provided/(used) by operating activities		232,821		290,483		157,989
Investing activities:
Securities:
Sales and prepayments		275		1,371		4,693
Purchases		(400)		(740)		(40)
Premises and equipment:
Sales/(purchases)		(17)		14		(20)
Decrease/(increase) in interest-bearing cash		-		-		15,800
Return on investment in subsidiary		129		93		150
Investment in subsidiary		-		(9,372)		-
Cash paid for business combination, net		-		(18,251)		-
Net cash provided/(used) by investing activities		(13)		(26,885)		20,583
Financing activities:
Preferred stock:
Cash dividends		(6,200)		(6,200)		(6,200)
Common stock:
Exercise of stock options		22,479		7,219		1,864
Cash dividends		(63,504)		(53,947)		(47,366)
Repurchase of shares		(97,396)		(32,648)		(43,579)
Term borrowings:
Proceeds from issuance of term borrowings		-		495,555		-
Repayment of term borrowings		-		(700,000)		-
Increase/(decrease) in short-term borrowings		-		(3,000)		3,000
Net cash (used)/provided by financing activities		(144,621)		(293,021)		(92,281)
Net increase/(decrease) in cash and cash equivalents		88,187		(29,423)		86,291
Cash and cash equivalents at beginning of year		138,139		167,562		81,271
Cash and cash equivalents at end of year	$	226,326	$	138,139	$	167,562
Total interest paid	$	19,688	$	24,345	$	23,282
Income taxes received from subsidiaries		27,126		32,202		17,053
Certain previously reported amounts have been revised to reflect the retroactive effect of the adoption of ASU 2015-03,"Simplifying the Presentation of Debt Issuance Costs." See Note 1- Summary of Significant Accounting Policies for additional information.

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Financial Information (Policy)

12 Months Ended

Dec. 31, 2016

Financial Information [Abstract]

Basis Of Accounting

Basis of Accounting. The consolidated financial statements of First Horizon National Corporation (“FHN”), including its subsidiaries, have been prepared in conformity with accounting principles generally accepted in the United States of America and follow general practices within the industries in which it operates. This preparation requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. These estimates and assumptions are based on information available as of the date of the financial statements and could differ from actual results.

Principles of Consolidation And Basis Of Presentation

Principles of Consolidation and Basis of Presentation. The consolidated financial statements include the accounts of FHN and other entities in which it has a controlling financial interest. Variable Interest Entities (“VIEs”) for which FHN or a subsidiary has been determined to be the primary beneficiary are also consolidated. Affiliates for which FHN is not considered the primary beneficiary and in which FHN does not have a controlling financial interest are accounted for by the equity method. These investments are included in other assets, and FHN’s proportionate share of income or loss is included in noninterest income. All significant intercompany transactions and balances have been eliminated. For purposes of comparability, certain prior period amounts have been reclassified to conform to current year presentation.

Business Combinations

Business Combinations. FHN accounts for acquisitions meeting the definition of a business combination in accordance with ASC 805, "Business Combinations," which requires acquired assets and liabilities (other than tax and certain benefit plan balances) to be recorded at fair value. Business combinations are included in the financial statements from the respective dates of acquisition. Acquisition related costs are expensed as incurred.

Revenue Recognition

Revenue Recognition. FHN derives a significant portion of its revenues from fee-based services. Noninterest income from transaction-based fees is generally recognized when the transactions are completed. Noninterest income from service-based fees is generally recognized over the period in which FHN provides the service.

Deposit Transactions And Cash Management

Deposit Transactions and Cash Management. Deposit transactions and cash management include fees for services related to consumer and commercial deposit products (such as service charges on checking accounts), cash management products and services such as electronic transaction processing (Automated Clearing House and Electronic Data Interchange), account reconciliation services, cash vault services, lockbox processing, and information reporting to large corporate clients

Insurance Commissions

Insurance Commissions. Insurance commissions are derived from the sale of insurance products, including acting as an independent agent to provide life, long-term care, and disability insurance.

Trust Services And Investment Management

Trust Services and Investment Management. Trust services and investment management fees include investment management, personal trust, employee benefits, and custodial trust services

Brokerage, Management Fees and Commissions

Brokerage, Management Fees and Commissions. Brokerage, management fees and commissions include fees for portfolio management, trade commissions, and annuity and mutual fund sales

Statements of Cash Flows

Statements of Cash Flows. For purposes of these statements, cash and due from banks, federal funds sold, and securities purchased under agreements to resell are considered cash and cash equivalents. Federal funds are usually sold for one-day periods, and securities purchased under agreements to resell are short-term, highly liquid investments.

Trading Activities

Trading Activities. Securities purchased in connection with underwriting or dealer activities (long positions) are carried at fair market value as trading securities. Gains and losses, both realized and unrealized, on these securities are reflected in fixed income noninterest income. Trading liabilities include securities that FHN has sold to other parties but does not own (short positions). FHN is obligated to purchase securities at a future date to cover the short positions. Assets and liabilities for unsettled trades are recorded on the Consolidated Statements of Condition as “Fixed income receivables” or “Fixed income payables.” Retained interests from sales and securitizations of first lien mortgages are recognized at fair value as trading securities with gains and losses, both realized and unrealized, recognized in other income on the Consolidated Statements of Income. Cash receipts and payments are classified in investing activities on the Consolidated Statements of Cash Flows based on the purpose for which such financial assets were retained.

Investment Securities

Investment Securities. Investment securities are reviewed quarterly for possible other-than-temporary impairment (“OTTI”). The review includes an analysis of the facts and circumstances of each individual investment such as the degree of loss, the length of time the fair value has been below cost, the expectation for that security’s performance, the creditworthiness of the issuer and FHN’s intent and ability to hold the security. Debt securities that may be sold prior to maturity and equity securities are classified as securities available-for-sale (“AFS”) and are carried at fair value. The unrealized gains and losses on securities available-for-sale, including debt securities for which no credit impairment exists, are excluded from earnings and are reported, net of tax, as a component of other comprehensive income within shareholders’ equity and the Statements of Comprehensive Income. Debt securities which management has the intent and ability to hold to maturity (“HTM”) are reported at amortized cost.

Realized gains and losses for investment securities are determined by the specific identification method and reported in noninterest income. Declines in value judged to be other-than-temporary based on FHN’s analysis of the facts and circumstances related to an individual investment, including securities that FHN has the intent to sell, are also determined by the specific identification method. For HTM debt securities, OTTI recognized is typically credit-related and is reported in noninterest income. For impaired AFS debt securities that FHN does not intend to sell and will not be required to sell prior to recovery but for which credit losses exist, the OTTI recognized is separated between the total impairment related to credit losses which is reported in noninterest income, and the impairment related to all other factors which is excluded from earnings and reported, net of tax, as a component of other comprehensive income within shareholders’ equity and the Statements of Comprehensive Income.

National banks chartered by the federal government are, by law, members of the Federal Reserve System. Each member bank is required to own stock in its regional Federal Reserve Bank ("FRB"). Given this requirement, FRB stock may not be sold, traded, or pledged as collateral for loans. Membership in the Federal Home Loan Bank (“FHLB”) network requires ownership of capital stock. Member banks are entitled to borrow funds from the FHLB and are required to pledge mortgage loans as collateral. Investments in the FHLB are non-transferable and, generally, membership is maintained primarily to provide a source of liquidity as needed. Other equity investments include a mutual fund which is recognized at net asset value as well as various cost method investments that are subject to impairment reviews when recovery of the recorded investment is considered uncertain.

Securities Purchased under Resale Agreements and Securities Sold under Repurchase Agreements

Securities Purchased Under Agreements to Resell and Securities Sold Under Agreements to Repurchase. FHN enters into short-term securities purchased under agreements to resell transactions which are accounted for as collateralized financings except where FHN does not have an agreement to sell the same or substantially the same securities before maturity at a fixed or determinable price. All of FHN’s securities purchased under agreements to resell are recognized as collateralized financings. Securities delivered under these transactions are delivered to either the dealer custody account at the FRB or to the applicable counterparty. Securities sold under agreements to repurchase are offered to cash management customers as an automated, collateralized investment account. Securities sold under agreements to repurchase are also used by the consumer/commercial bank to obtain favorable borrowing rates on its purchased funds. All of FHN's securities sold under agreements to repurchase are secured borrowings.

Collateral is valued daily and FHN may require counterparties to deposit additional securities or cash as collateral, or FHN may return cash or securities previously pledged by counterparties, or FHN may be required to post additional securities or cash as collateral, based on the contractual requirements for these transactions.

FHN’s fixed income business utilizes securities borrowing arrangements as part of its trading operations. Securities borrowing transactions generally require FHN to deposit cash with the securities lender. The amount of cash advanced is recorded within Securities purchased under agreements to resell in the Consolidated Statements of Condition. These transactions are not considered purchases and the securities borrowed are not recognized by FHN. FHN does not conduct securities lending transactions.

Loans Held-for-Sale and Securitization and Residual Interests

Loans Held-for-Sale.Loans originated or purchased in which management lacks the intent to hold are included in loans held-for-sale in the Consolidated Statements of Condition. FHN has elected the fair value option on a prospective basis for certain mortgage loans heldfor sale, including loans originated subsequent to 2007 and repurchased loans that are not governmentally insured. Such loans are carried at fair value, with changes in the fair value recognized in the other income section of the Consolidated Statements of Income. For mortgage loans originated for sale for which the fair value option is elected, loan origination fees are recorded by FHN when earned and related direct loan origination costs are recognized when incurred. See Note 24 – Fair Value of Assets and Liabilities for additional information. FHN accounts for Small Business Administration loans, mortgage loans held-for-sale which were originated prior to 2008 and mortgage loans held-for-sale for which fair value accounting was not elected (primarily repurchased government-insured loans) at the lower of cost or market value (“LOCOM”).

Loans

Loans. Generally, loans are stated at principal amounts outstanding, net of unearned income. Interest on loans is recognized on an accrual basis at the applicable interest rate on the principal amount outstanding. Loan origination fees and direct costs as well as premiums and discounts are amortized as level yield adjustments over the respective loan terms. Unamortized net fees or costs are recognized upon early repayment of the loans or charge-off. Loan commitment fees are generally deferred and amortized on a straight-line basis over the commitment period.

Nonaccrual and Past Due Loans

Nonaccrual and Past Due Loans. Generally, loans are placed on nonaccrual status if it becomes evident that full collection of principal and interest is at risk, impairment has been recognized as a partial charge-off of principal balance due to insufficient collateral value and past due status, or on a case-by-case basis if FHN continues to receive payments, but there are other borrower-specific issues.

• The accrual status policy for commercial troubled debt restructurings (“TDRs”) follows the same internal policies and procedures as other commercial portfolio loans.
• Residential real estate secured loans discharged in bankruptcy that have not been reaffirmed by the borrower (“discharged bankruptcies”) are placed on nonaccrual regardless of delinquency status and are reported as TDRs.
• Current second lien residential real estate loans that are junior to first liens are placed on nonaccrual status if the first lien is 90 or more days past due, is a bankruptcy, or is a troubled debt restructuring.
• Consumer real estate (HELOC and residential real estate installment loans), if not already on nonaccrual per above situations, are placed on nonaccrual if the loan is 30 or more days delinquent at the time of modification and is also determined to be a TDR.
• Government guaranteed/insured residential mortgage loans remain on accrual (even if the loan falls into one of the above categories) because the collection of principal and interest is reasonably assured.

For commercial and consumer loans within each portfolio segment and class that have been placed on nonaccrual status, accrued but uncollected interest is reversed and charged against interest income when the loan is placed on nonaccrual status. Management may elect to continue the accrual of interest when the estimated net realizable value of collateral is sufficient to recover the principal balance and accrued interest. Interest payments received on nonaccrual loans are normally applied to outstanding principal first. Once all principal has been received, additional interest payments are recognized on a cash basis as interest income.

Generally, commercial and consumer loans within each portfolio segment and class that have been placed on nonaccrual status can be returned to accrual status if all principal and interest is current and FHN expects full repayment of the remaining contractual principal and interest.This typically requires that a borrower make payments in accordance with the contractual terms for a sustained period of time (generally for a minimum of six months) before being returned to accrual status. For TDRs, 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 whether the borrower is capable of servicing the level of debt under the modified terms.

Residential real estate loans discharged through Chapter 7 bankruptcy and not reaffirmed by the borrower are not returned to accrual status. For current second liens that have been placed on nonaccrual because the first lien is 90 or more days past due or is a TDR or bankruptcy, the second lien may be returned to accrual upon pay-off or cure of the first lien.

Charge-offs

Charge-offs. For all commercial and consumer loan portfolio segments, all losses of principal are charged to the allowance for loan losses ("ALLL") in the period in which the loan is deemed to be uncollectible.

For consumer loans, the timing of a full or partial charge-off generally depends on the loan type and delinquency status. Generally, for the consumer real estate and permanent mortgage portfolio segments, a loan will be either partially or fully charged-off when it becomes 180 days past due.At this time, if the collateral value does not support foreclosure, balances are fully charged-off and other avenues of recovery are pursued. If the collateral value supports foreclosure, the loan is charged-down to net realizable value (collateral value less estimated costs to sell) and is placed on nonaccrual status. For residential real estate loans discharged in Chapter 7 bankruptcy and not reaffirmed by the borrower, the fair value of the collateral position is assessed at the time FHN is made aware of the discharge and the loan is charged down to the net realizable value (collateral value less estimated costs to sell). Within the credit card and other portfolio segment, credit cards and installment loans secured by automobiles are normally charged-off upon reaching 180 days past due while other non-real estate consumer loans are charged-off upon reaching 120 days past due.

Impaired Loans

Impaired Loans. Impaired loans include nonaccrual commercial loans greater than $1 million and modified consumer and commercial loans that have been classified as a TDR and are individually measured for impairment under the guidance of ASC 310. TDRs are always reported as such unless the TDR has exhibited sustained performance, was reported as a TDR over a year-end, and the modified terms were market-based at the time of modification.

Purchase Credit Impaired Loans

Purchased Credit-Impaired Loans.ASC 310-30 “Accounting for Certain Loans or Debt Securities Acquired in a Transfer,” provides guidance for acquired loans that have exhibited deterioration of credit quality between origination and the time of acquisition and for which the timely collection of the interest and principal is not reasonably assured (“PCI loans”). PCI loans are initially recorded at fair value which is estimated by discounting expected cash flows at acquisition date. The expected cash flows include all contractually expected amounts (including interest) and incorporate an estimate for future expected credit losses, pre-payment assumptions, and yield requirement for a market participant, among other things. To the extent possible, certain PCI loans were aggregated into pools with composite interest rate and cash flows expected to be collected for the pool. Aggregation into loan pools is based upon common risk characteristics that include similar credit risk or risk ratings, and one or more predominant risk characteristics. Each PCI pool is accounted for as a single unit.

Accretable yield is initially established at acquisition and is the excess of cash flows expected at acquisition over the initial investment in the loan and is recognized in interest income over the remaining life of the loan, or pool of loans. Nonaccretable difference is initially established at acquisition and is the difference between the contractually required payments at acquisition and the cash flows expected to be collected at acquisition. FHN estimates expected cash flows for PCI loans on a quarterly basis. Increases in expected cash flows from the last measurement result in reversal of any nonaccretable difference (or allowance for loan losses to the extent any has previously been recorded) with a prospective positive impact on interest income. Decreases to the expected cash flows result in an increase in the allowance for loan losses through provision expense.

FHN does not report PCI loans as nonperforming loans due to the accretion of interest income. Additionally, PCI loans that have been pooled and subsequently modified will not be reported as troubled debt restructurings since the pool is the unit of measurement.

Allowance for Loan Losses

Allowance for Loan Losses. The ALLL is maintained at a level that management determines is sufficient to absorb estimated probable incurred losses in the loan portfolio. The ALLL is increased by the provision for loan losses and loan recoveries and is decreased by loan charge-offs. The ALLL is determined in accordance with ASC 450-20-50 "Contingencies - Accruals for Loss Contingencies" and is composed of reserves for commercial loans evaluated based on pools of credit graded loans and reserves for pools of smaller-balance homogeneous consumer and commercial loans. 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. Additionally, the ALLL includes specific reserves established in accordance with ASC 310-10-35 for loans determined by management to be individually impaired as well as reserves associated with PCI loans. Management uses analytical models to estimate probable incurred losses in the loan portfolio as of the balance sheet date. The models, which are primarily driven by historical losses, are carefully reviewed to identify trends that may not be captured in the historical loss factors used in the models. Management uses qualitative adjustments for those items not yet captured in the models like current events, recent trends in the portfolio, current underwriting guidelines, and local and macroeconomic trends, among other things.

The nature of the process by which FHN determines the appropriate ALLL requires the exercise of considerable judgment. See Note 5 – Allowance for Loan Losses for a discussion of FHN’s ALLL methodology and a description of the models utilized in the estimation process for the commercial and consumer loan portfolios.

Key components of the estimation process are as follows: (1) commercial loans determined by management to be individually impaired loans are evaluated individually and specific reserves are determined based on the difference between the outstanding loan amount and the estimated net realizable value of the collateral (if collateral dependent), the present value of expected future cash flows or by observable market prices; (2) individual commercial loans not considered to be individually impaired are segmented based on similar credit risk characteristics and evaluated on a pool basis; (3) reserve rates for the commercial segment are calculated based on historical net charge-offs and are subject to adjustment by management to reflect current events, trends, and conditions (including economic considerations and trends); (4) management’s estimate of probable incurred losses reflects the reserve rates applied against the balance of loans in the commercial segment of the loan portfolio; (5) consumer loans are generally segmented based on loan type; (6) reserve amounts for each consumer portfolio segment are calculated using analytical models based on delinquency trends and net loss experience and are subject to adjustment by management to reflect current events, trends, and conditions (including economic considerations and trends); and (7) the reserve amount for each consumer portfolio segment reflects management’s estimate of probable incurred losses in the consumer segment of the loan portfolio.

Impairment related to individually impaired loans is measured in accordance with ASC 310-10. 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 (collateral value less estimated costs to sell). Impaired loans also include consumer TDRs.

Future adjustments to the ALLL may be necessary if economic or other conditions differ substantially from the assumptions used in making the estimates or, if required by regulators, based upon information at the time of their examinations or upon future regulatory guidance. Such adjustments to original estimates, as necessary, are made in the period in which these factors and other relevant considerations indicate that loss levels vary from previous estimates.

Premises And Equipment

Premises and Equipment. Premises and equipment are carried at cost less accumulated depreciation and amortization and include additions that materially extend the useful lives of existing premises and equipment. All other maintenance and repair expenditures are expensed as incurred. Gains and losses on dispositions are reflected in noninterest income and expense, respectively.

Depreciation and amortization are computed on the straight-line method over the estimated useful lives of the assets and are recorded as noninterest expense. Leasehold improvements are amortized over the lesser of the lease periods or the estimated useful lives using the straight-line method. Useful lives utilized in determining depreciation for furniture, fixtures and equipment and buildings are three to fifteen and seven to forty-five years, respectively.

Real Estate Acquired By Foreclosure

Real Estate Acquired by Foreclosure. Real estate acquired by foreclosure or other real estate-owned (“ORE”) consists of properties that have been acquired in satisfaction of debt. These properties are carried at the lower of the outstanding loan amount or estimated fair value less estimated costs to sell the real estate.At the time of foreclosure and in conjunction with the transfer from loans to real estate acquired by foreclosure, there is a charge-off against the ALLL if the estimated fair value less costs to sell is less than the loan’s cost basis. Subsequent declines in fair value and gains or losses on dispositions, if any, are charged to All other expense on the Consolidated Statements of Income. Prior to January 1, 2015, properties acquired by foreclosure in compliance with HUD servicing guidelines are included in “Real estate acquired by foreclosure” and are carried at the estimated amount of the underlying government insurance or guarantee. On December 31, 2016, FHN had $5.0million of these foreclosed properties.

Required developmental costs associated with foreclosed property under construction are capitalized and included in determining the estimated net realizable value of the property, which is reviewed periodically, and any write-downs are charged against current earnings.

Intangible Assets

Intangible Assets. Intangible assets consist of “Other intangible assets” and “Goodwill.” Other intangible assets represents intangible assets, including customer lists, acquired contracts, covenants not to compete and premium on purchased deposits, which are amortized over their estimated useful lives. Assets related to deposit bases are primarily amortized over 10 years. Management evaluates whether events or circumstances have occurred that indicate the remaining useful life or carrying value of amortizing intangibles should be revised. Goodwill represents the excess of cost over net assets of acquired businesses less identifiable intangible assets. On an annual basis, FHN assesses goodwill for impairment.

Derivative Financial Instruments

Derivative Financial Instruments. FHN accounts for derivative financial instruments in accordance with ASC 815 which requires recognition of all derivative instruments on the balance sheet as either an asset or liability measured at fair value through adjustments to either accumulated other comprehensive income within shareholders’ equity or current earnings. Fair value is defined as the price that would be received to sell a derivative asset or paid to transfer a derivative liability in an orderly transaction between market participants on the transaction date. Fair value is determined using available market information and appropriate valuation methodologies. FHN has elected to present its derivative assets and liabilities gross on the Consolidated Statements of Condition. Amounts of collateral posted or received have not been netted with the related derivatives. See Note 22 – Derivatives for discussion on netting of derivatives.

FHN prepares written hedge documentation, identifying the risk management objective and designating the derivative instrument as a fair value hedge or cash flow hedge as applicable, or as a free-standing derivative instrument entered into as an economic hedge or to meet customers’ needs. All transactions designated as ASC 815 hedges must be assessed at inception and on an ongoing basis as to the effectiveness of the derivative instrument in offsetting changes in fair value or cash flows of the hedged item. For a fair value hedge, changes in the fair value of the derivative instrument and changes in the fair value of the hedged asset or liability attributable to the hedged risk are recognized currently in earnings. For a cash flow hedge, changes in the fair value of the derivative instrument, to the extent that it is effective, are recorded in accumulated other comprehensive income and subsequently reclassified to earnings as the hedged transaction impacts net income. Any ineffective portion of a cash flow hedge is recognized currently in earnings. For free-standing derivative instruments, changes in fair values are recognized currently in earnings. See Note 22 – Derivatives for additional information.

Cash flows from derivative contracts are reported as operating activities on the Consolidated Statements of Cash Flows.

Advertising and Public Relations

Advertising and Public Relations. Advertising and public relations costs are generally expensed as incurred.

Income Taxes

Income Taxes. FHN accounts for income taxes using the asset and liability method pursuant to ASC 740, “Income Taxes,” which requires the recognition of deferred tax assets ("DTAs") and liabilities ("DTLs") for the expected future tax consequences of events that have been included in the financial statements. Under this method, FHN’s deferred tax assets and liabilities are determined based on differences between financial statement carrying amounts and the corresponding tax basis of certain assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on DTAs and DTLs is recognized in income in the period that includes the enactment date.

Additionally, DTAs are subject to a “more likely than not” test to determine whether the full amount of the DTAs should be recognized in the financial statements. FHN evaluates the likelihood of realization of the DTA based on both positive and negative evidence available at the time, including (as appropriate) scheduled reversals of DTLs, projected future taxable income, tax planning strategies, and recent financial performance. If the “more likely than not” test is not met, a valuation allowance must be established against the DTA. In the event FHN determines that DTAs are realizable in the future in excess of their net recorded amount, FHN would make an adjustment to the valuation allowance, which would reduce the provision for income taxes.

FHN records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) it is determined whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority is recognized. FHN's ASC 740 policy is to recognize interest and penalties related to unrecognized tax benefits as a component of income tax expense. Accrued interest and penalties are included within the related tax asset/liability line in the consolidated balance sheet.

FHN uses the flow-through method to account for federal investment tax credits earned on eligible research and development expenditures and for state investment tax credits. Under this method, the investment tax credits are recognized as a reduction to income tax expense in the year they are earned.

FHN and its eligible subsidiaries are included in a consolidated federal income tax return. FHN files separate returns for subsidiaries that are not eligible to be included in a consolidated federal income tax return. Based on the laws of the applicable state where it conducts business operations, FHN either files consolidated, combined, or separate returns. With few exceptions, FHN is no longer subject to U.S. federal or state and local tax examinations by tax authorities for years before 2013. FHN is currently under audit in several states.

Earnings per Share

Earnings per Share. Earnings per share is computed by dividing net income or loss available to common shareholders by the weighted average number of common shares outstanding for each period. Diluted earnings per share in net income periods is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding adjusted to include the number of additional common shares that would have been outstanding if the potential dilutive common shares resulting from restricted shares or units and options granted under FHN’s equity compensation plans and deferred compensation arrangements had been issued. FHN utilizes the treasury stock method in this calculation. Diluted earnings per share does not reflect an adjustment for potentially dilutive shares in periods in which a net loss available to common shareholders exists.

Equity Compensation

Equity Compensation. FHN accounts for its employee stock-based compensation plans using the grant date fair value of an award to determine the expense to be recognized over the life of the award. Stock options are valued using an option-pricing model, such as Black-Scholes. Restricted and performance shares and share units are valued at the stock price on the grant date. Awards with post-vesting transfer restrictions are discounted using models that reflect market considerations for illiquidity. For awards with service vesting criteria, expense is recognized using the straight-line method over the requisite service period (generally the vesting period) and is adjusted for anticipated forfeitures. For awards vesting based on a performance measure, anticipated performance is projected to determine the number of awards expected to vest, and the corresponding aggregate expense is adjusted to reflect the elapsed portion of the performance period. If a performance period extends beyond the required service term, total expense is adjusted for changes in estimated achievement through the end of the performance period. The fair value of equity awards with cash payout requirements, as well as awards for which fair value cannot be estimated at grant date, is remeasured each reporting period through vesting date. Performance awards with pre-grant date achievement criteria are expensed over the period from the start of the performance period through the end of the service vesting term. Awards are amortized using the nonsubstantive vesting methodology which requires that expense associated with awards having only service vesting criteria that continue vesting after retirement be recognized over a period ending no later than an employee’s retirement eligibility date.

Repurchase and Foreclosure Provision

Repurchase and Foreclosure Provision. The repurchase and foreclosure provision is the charge to earnings necessary to maintain the liability at a level that reflects management’s best estimate of losses associated with the repurchase of loans previously transferred in whole loans sales or securitizations, or make whole requests as of the balance sheet date. See Note 17 – Contingencies and Other Disclosures for discussion related to FHN’s obligations to repurchase such loans

Legal Costs

Legal Costs. Generally, legal costs are expensed as incurred.

Contingency Accruals

Contingency Accruals. Contingent liabilities arise in the ordinary course of business, including those related to lawsuits, arbitration, mediation, and other forms of litigation. FHN establishes loss contingency liabilities for matters when loss is both probable and reasonably estimable in accordance with ASC 450-20-50 “Contingencies – Accruals for Loss Contingencies”. If loss for a matter is probable and a range of possible loss outcomes is the best estimate available, accounting guidance generally requires a liability to be established at the low end of the range. Expected recoveries from insurance and indemnification arrangements are recognized if they are considered equally as probable and reasonably estimable as the related loss contingency up to the recognized amount of the estimated loss. Gain contingencies and expected recoveries from insurance and indemnification arrangements in excess of the associated recorded estimated losses are recognized when received. Recognized recoveries are recorded as offsets to the related expense in the Consolidated Statements of Income. The favorable resolution of a gain contingency generally results in the recognition of other income in the Consolidated Statements of Income.

Summary of Accounting Changes

Summary of Accounting Changes. Effective January 1, 2016, FHN early adopted the provisions ofASU 2016-05, “Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships,” on a prospective basis. ASU 2016-05 clarifies that a change in the counterparty of a derivative instrument that has been designated as the hedging instrument in an accounting hedge relationship does not, in and of itself, require dedesignation of that hedging relationship provided that all other hedge accounting criteria continue to be met. FHN considers the revised guidance to better reflect the nature of hedge accounting relationships by clarifying that, when considered solely, the counterparty is not a critical term in a hedge relationship. Because FHN has applied specific SEC staff guidance for novation (to facilitate central clearing requirements) of derivatives to prior and existing accounting hedge relationships, adoption of ASU 2016-05 had no effect on FHN.

Effective January 1, 2016, FHN early adopted the provisions of ASU 2016-06, “Contingent Put and Call Options in Debt Instruments,” which resolves diversity in practice for the bifurcation assessment when a contingent put or call option is embedded within a hybrid debt instrument. ASU 2016-06 clarifies that an entity is not required to assess whether the triggering event is related to interest rate or credit risks when performing the bifurcation analysis. FHN’s existing bifurcation assessment process conforms to the methodology outlined in ASU 2016-06.

Effective January 1, 2016, FHN adopted the provisions of ASU 2014-12, “Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period.” ASU 2014-12 requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition in determining expense recognition for the award. Thus, compensation cost is recognized over the requisite service period based on the probability of achievement of the performance condition. Expense is adjusted after the requisite service period for changes in the probability of achievement. The adoption of ASU 2014-12 had no effect on FHN.

Effective January 1, 2016, FHN adopted the provisions of ASU 2015-02, “Amendments to the Consolidation Analysis.” ASU 2015-02 revises current consolidation guidance to modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities. ASU 2015-02 also eliminates the presumption that a general partner should consolidate a limited partnership, revises the consolidation analysis for reporting entities that have fee arrangements and related party relationships with variable interest entities, and provides a scope exception for entities with interests in registered money market funds. The adoption of ASU 2015-02 had no significant effect on FHN.

Effective January 1, 2016, FHN adopted the provisions of ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs.” ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented as a direct reduction from the carrying value of that debt liability, consistent with debt discounts. ASU 2015-03 requires application on a retrospective basis, with prior periods revised to reflect the effects of adoption. Consistent with prior requirements, FHN previously classified debt issuance costs within Other assets in the Consolidated Statements of Condition. The adoption of ASU 2015-03 had no effect on FHN’s recognition of interest expense. The effects of the retrospective application of the change in presentation of debt issuance costs are summarized in the table below.

			As of December 31
(Dollars in thousands)			2015
Increase/(decrease) to previously reported Consolidated Statements of Condition amounts:
	Other assets	$	(2,499)
	Term Borrowings		(2,499)

In August 2014, the FASB issued ASU 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” ASU 2014-15 requires an entity’s management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. If such events or conditions exist, additional disclosures are required and management should evaluate whether its plans sufficiently alleviate the substantial doubt. ASU 2014-15 is effective for the annual period ending after December 15, 2016 and all interim and annual periods thereafter. The provisions of ASU 2014-15 did not affect FHN.

Accounting Changes Issued but Not Currently Effective

Accounting Changes Issued but Not Currently Effective In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers.” ASU 2014-09 does not change revenue recognition for financial assets. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This is accomplished through a five-step recognition framework involving 1) the identification of contracts with customers, 2) identification of performance obligations, 3) determination of the transaction price, 4) allocation of the transaction price to the performance obligations and 5) recognition of revenue as performance obligations are satisfied. Additionally, qualitative and quantitative information is required for disclosure regarding the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. In February 2016, the FASB issued ASU 2016-08, “Principal versus Agent Considerations,” which provides additional guidance on whether an entity should recognize revenue on a gross or net basis, based on which party controls the specified good or service before that good or service is transferred to a customer. In April 2016, the FASB issued ASU 2016-10, “Identifying Performance Obligations and Licensing,” which clarifies the original guidance included in ASU 2014-09 for identification of the goods or services provided to customers and enhances the implementation guidance for licensing arrangements.ASU 2016-12, “Narrow-Scope Improvements and Practical Expedients,” was issued in May 2016 to provide additional guidance for the implementation and application of ASU 2014-09. “Technical Corrections and Improvements” ASU 2016-20 was issued in December 2016 and provides further guidance on certain issues. These ASUs are effective in annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early application is permitted for annual reporting periods beginning after December 15, 2016, and associated interim periods. Transition to the new requirements may be made by retroactively revising prior financial statements (with certain practical expedients permitted) or by a cumulative effect through retained earnings. If the latter option is selected, additional disclosures are required for comparability. FHN will not early adopt these ASUs and is evaluating their effects on its revenue recognition practices. Currently, FHN anticipates that it will elect to adopt the provisions of the revenue recognition standards through a cumulative effect to retained earnings with comparability disclosures provided throughout 2018.

In January 2016, the FASB issued ASU 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities.” ASU 2016-01 makes several revisions to the accounting, presentation and disclosure for financial instruments. Equity investments (except those accounted for under the equity method, those that result in consolidation of the investee, and those held by entities subject to specialized industry accounting which already apply fair value through earnings) are required to be measured at fair value with changes in fair value recognized in net income. This excludes FRB and FHLB stock holdings which are specifically exempted from the provisions of ASU 2016-01. An entity may elect to measure equity investments that do not have readily determinable market values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar instruments from the same issuer. ASU 2016-01 also requires a qualitative impairment review for equity investments without readily determinable fair values, with measurement at fair value required if impairment is determined to exist. For liabilities for which fair value has been elected, ASU 2016-01 revises current accounting to record the portion of fair value changes resulting from instrument-specific credit risk within other comprehensive income rather than earnings. FHN has not elected fair value accounting for any existing financial liabilities. Additionally, ASU 2016-01 clarifies that the need for a valuation allowance on a deferred tax asset related to available-for-sale securities should be assessed in combination with all other deferred tax assets rather than being assessed in isolation. ASU 2016-01 also makes several changes to existing fair value presentation and disclosure requirements, including a provision that all disclosures must use an exit price concept in the determination of fair value. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Transition will be through a cumulative effect adjustment to retained earnings for equity investments with readily determinable fair values. Equity investments without readily determinable fair values, for which the accounting election is made, will have any initial fair value marks recorded through earnings prospectively after adoption.

Upon adoption, FHN will reclassify all equity investments out of available-for-sale securities, leaving only debt securities within this classification. FHN has evaluated the nature of its current equity investments and determined that substantially all qualify for the election available to assets without readily determinable fair values, including its holdings of Visa Class B shares. Accordingly, FHN intends to apply this election and any fair value marks for these investments will be recognized through earnings on a prospective basis subsequent to adoption. FHN continues to evaluate the appropriate characteristics of “similar” instruments as well as related valuation inputs and methodologies for its equity investments without readily determinable fair values. The requirements of ASU 2016-01 related to assessment of deferred tax assets and disclosure of the fair value of financial instruments will not have a significant effect on FHN because its current accounting and disclosure practices conform to the requirements of ASU 2016-01. FHN also continues to evaluate the impact of ASU 2016-01 on other aspects of its current accounting and disclosure practices.

In February 2016, the FASB issued ASU 2016-02, “Leases,” which requires a lessee to recognize in its statement of condition a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. ASU 2016-02 leaves lessor accounting largely unchanged from prior standards. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. All other leases must be classified as financing or operating leases which depends on the relationship of the lessee’s rights to the economic value of the leased asset. For finance leases, interest on the lease liability is recognized separately from amortization of the right-of-use asset in earnings, resulting in higher expense in the earlier portion of the lease term. For operating leases, a single lease cost is calculated so that the cost of the lease is allocated over the lease term on a generally straight-line basis.

In transition to ASU 2016-02, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The modified retrospective approach includes a number of optional practical expedients that entities may elect to apply, which would result in continuing to account for leases that commence before the effective date in accordance with previous requirements (unless the lease is modified) except that lessees are required to recognize a right-of-use asset and a lease liability for all operating leases at each reporting date based on the present value of the remaining minimum rental payments that were tracked and disclosed under previous requirements. ASU 2016-02 also requires expanded qualitative and quantitative disclosures to assess the amount, timing, and uncertainty of cash flows arising from lease arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. FHN is evaluating the impact of ASU 2016-02 on its current accounting and disclosure practices.

In March 2016, the FASB issued ASU 2016-04, “Recognition of Breakage of Certain Prepaid Stored-Value Products,” which indicates that liabilities related to the sale of prepaid stored-value products are considered financial liabilities and should have a breakage estimate applied for estimated unused funds. ASU 2016-04 does not apply to stored-value products that can only be redeemed for cash, are subject to escheatment or are linked to a segregated bank account. ASU 2016-04 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. FHN is evaluating the impact of ASU 2016-04 on its current accounting and disclosure practices.

In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting,” which makes several revisions to equity compensation accounting. Under the new guidance all excess tax benefits and deficiencies that occur when an award vests, is exercised, or expires will be recognized in income tax expense as discrete period items. Previously, these transactions were typically recorded directly within equity. Consistent with this change, excess tax benefits and deficiencies will no longer be included within estimated proceeds when performing the treasury stock method for calculation of diluted earnings per share. Excess tax benefits will also be recognized at the time an award is exercised or vests compared to the current requirement to delay recognition until the deduction reduces taxes payable. The presentation of excess tax benefits in the statement of cash flows will shift to an operating activity from the current classification as a financing activity.

ASU 2016-09 also provides an accounting policy election to recognize forfeitures of awards as they occur when estimating stock-based compensation expense rather than the current requirement to estimate forfeitures from inception. Further, ASU 2016-09 permits employers to use a net-settlement feature to withhold taxes on equity compensation awards up to the maximum statutory tax rate without affecting the equity classification of the award. Under current guidance, withholding of equity awards in excess of the minimum statutory requirement results in liability classification for the entire award. The related cash remittance by the employer for employee taxes will be treated as a financing activity in the statement of cash flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Transition to the new guidance will be accomplished through a combination of retrospective, cumulative-effect adjustment to equity and prospective methodologies. FHN estimates, based on currently enacted tax rates, that adoption of ASU 2016-09 in 2017 will result in an incremental effect on tax provision ranging from $4.0 million of tax benefit to $2.0 million of additional tax provision. The actual effects of adoption are primarily dependent upon the share price of the FHN’s common stock, which affects the vesting of certain performance awards, probability of exercise of certain stock options and the magnitude of windfalls for all awards upon either vesting or exercise. The effects on earnings per share calculations and election to account for forfeitures as incurred are not anticipated to be significant.

In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments,” which revises the measurement and recognition of credit losses for assets measured at amortized cost (e.g., held-to-maturity (“HTM”) loans and debt securities) and available-for-sale (“AFS”) debt securities. Under ASU 2016-13, for assets measured at amortized cost, the current expected credit loss (“CECL”) is measured as the difference between amortized cost and the net amount expected to be collected. This represents a departure from existing GAAP as the “incurred loss” methodology for recognizing credit losses delays recognition until it is probable a loss has been incurred. The measurement of current expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Additionally, current disclosures of credit quality indicators in relation to the amortized cost of financing receivables will be further disaggregated by year of origination. ASU 2016-13 leaves the methodology for measuring credit losses on AFS debt securities largely unchanged, with the maximum credit loss representing the difference between amortized cost and fair value. However, such credit losses will be recognized through an allowance for credit losses, which permits recovery of previously recognized credit losses if circumstances change.

ASU 2016-13 also revises the recognition of credit losses for purchased financial assets with a more-than insignificant amount of credit deterioration since origination (“PCD assets”). For PCD assets, the initial allowance for credit losses is added to the purchase price. Only subsequent changes in the allowance for credit losses are recorded as a credit loss expense for PCD assets. Interest income for PCD assets will be recognized based on the effective interest rate, excluding the discount embedded in the purchase price that is attributable to the acquirer’s assessment of credit losses at acquisition. Currently, credit losses for purchased credit-impaired assets are included in the initial basis of the assets with subsequent declines in credit resulting in expense while subsequent improvements in credit are reflected as an increase in the future yield from the assets.

The provisions of ASU 2016-13 will be generally adopted through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in the year of adoption. Prospective implementation is required for debt securities for which an other-than-temporary-impairment (“OTTI”) had been previously recognized. Amounts previously recognized in accumulated other comprehensive income (“AOCI”) as of the date of adoption that relate to improvements in cash flows expected to be collected will continue to be accreted into income over the remaining life of the asset. Recoveries of amounts previously written off relating to improvements in cash flows after the date of adoption will be recorded in earnings when received. A prospective transition approach will be used for existing PCD assets where, upon adoption, the amortized cost basis will be adjusted to reflect the addition of the allowance for credit losses. Thus, an entity will not be required to reassess its purchased financial assets that exist as of the date of adoption to determine whether they would have met at acquisition the new criteria of more-than-insignificant credit deterioration since origination. An entity will accrete the remaining noncredit discount (based on the revised amortized cost basis) into interest income at the effective interest rate at the adoption date.

ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted in fiscal years beginning after December 15, 2018. FHN is still evaluating the impact of ASU 2016-13 on its current accounting and disclosure practices.

In August 2016, the FASB issued ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments,” which clarifies multiple cash flow presentation issues including providing guidance as to classification on the cash flow statement for certain cash receipts and cash payments where diversity in practice exists. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. The provisions of ASU 2016-15 should be applied using a retrospective transition method to each period presented. FHN is evaluating the impact of ASU 2016-15 on its current cash flow presentation practices.

In October 2016, the FASB issued ASU 2016-16, “Intra-Entity Transfers of Assets Other Than Inventory” which requires recognition of the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs.Therefore, ASU 2016-16 reverses the current requirement to delay recognition of the tax consequences of these transactions until the associated assets are sold to an outside party.The provisions of ASU 2016-16 will be adopted through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption for previous intra-entity transfers.ASU 2016-16 is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods.Early adoption is permitted as of the beginning of an annual reporting period for which financial statements (interim or annual) have not been issued.FHN is early adopting ASU 2016-16 effective January 1, 2017, for its intra-entity asset transfers and there will not be a significant financial statement effect.

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Financial Information (Tables)

12 Months Ended

Dec. 31, 2016

Accounting Changes And Error Corrections [Abstract]

Schedule of Accounting Changes

			As of December 31
(Dollars in thousands)			2015
Increase/(decrease) to previously reported Consolidated Statements of Condition amounts:
	Other assets	$	(2,499)
	Term Borrowings		(2,499)

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Acquisition and Divestitures (Tables)

12 Months Ended

Dec. 31, 2016

Acquisitions and Divestitures [Abstract]

Schedule of significant assets acquired and liabilities assumed and purchase accounting/fair value adjustments

The following schedule details acquired assets and liabilities and consideration paid, as well as adjustments to record the assets and liabilities at their estimated fair values as of October 2, 2015:
			TrustAtlantic Financial Corporation
					Purchase Accounting/
			As			Fair Value		As recorded
(Dollars in thousands)			Acquired			Adjustments		by FHN
Assets:
Cash and cash equivalents			$	18,801		$	-	$	18,801
Securities available-for-sale				73,822			(10)		73,812
Loans, net of unearned income				298,050			(16,106)		281,944
Allowance for loan losses				(4,639)			4,639		-
Core deposit intangible				84			1,866		1,950
Goodwill				3,721			(3,721)		-
Premises and equipment				2,353			1,214		3,567
Real estate acquired by foreclosure				1,018			(95)		923
Deferred tax asset				2,940			4,262		7,202
Other assets				10,638			1,135		11,773
	Total assets acquired		$	406,788		$	(6,816)	$	399,972
Liabilities:
Deposits			$	342,788		$	1,300	$	344,088
Other liabilities				3,173			1,407		4,580
	Total liabilities assumed			345,961			2,707		348,668
Net Assets Acquired			$	60,827		$	(9,523)		51,304
Consideration paid:
	Equity Consideration								(72,791)
	Cash								(23,888)
		Total consideration paid							(96,679)
Goodwill								$	45,375

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Investment Securities (Tables)

12 Months Ended

Dec. 31, 2016

Investment Securities [Abstract]

Schedule Of FHN's Investment Securities

The following tables summarize FHN’s investment securities on December 31, 2016 and 2015:
	December 31, 2016
			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
(Dollars in thousands)	Cost		Gains		Losses		Value
Securities available-for-sale:
U.S. treasuries	$	100	$	-	$	-	$	100
Government agency issued mortgage-backed securities ("MBS")		2,217,593		14,960		(23,866)		2,208,687
Government agency issued collateralized mortgage obligations ("CMO")		1,566,986		4,909		(23,937)		1,547,958
Equity and other (a)		186,756		-		(2)		186,754
Total securities available-for-sale (b)	$	3,971,435	$	19,869	$	(47,805)	$	3,943,499
Securities held-to-maturity:
States and municipalities	$	4,347	$	393	$	-	$	4,740
Corporate bonds		10,000		33		-		10,033
Total securities held-to-maturity	$	14,347	$	426	$	-	$	14,773

• Includes restricted investments in FHLB-Cincinnati stock of $87.9million and FRB stock of $68.6million. The remainder is money market, mutual funds, and cost method investments.
• Includes $3.3billion of securities pledged to secure public deposits, securities sold under agreements to repurchase, and for other purposes.

	December 31, 2015
			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
(Dollars in thousands)	Cost		Gains		Losses		Value
Securities available-for-sale:
U.S. treasuries	$	100	$	-	$	-	$	100
Government agency issued MBS		1,555,798		23,437		(5,624)		1,573,611
Government agency issued CMO		2,181,998		10,566		(22,881)		2,169,683
Other U.S. government agencies		102		-		-		102
States and municipalities		1,500		-		-		1,500
Equity and other (a)		184,850		-		-		184,850
Total securities available-for-sale (b)	$	3,924,348	$	34,003	$	(28,505)	$	3,929,846
Securities held-to-maturity:
States and municipalities	$	4,320	$	989	$	-	$	5,309
Corporate bonds		10,000		40		-		10,040
Total securities held-to-maturity	$	14,320	$	1,029	$	-	$	15,349

• Includes restricted investments in FHLB-Cincinnati stock of $87.9 million and FRB stock of $65.8million. The remainder is money market, mutual funds, and cost method investments.
• Includes $2.9 billion of securities pledged to secure public deposits, securities sold under agreements to repurchase, and for other purposes.

Schedule Of Amortized Cost And Fair Value By Contractual Maturity

The amortized cost and fair value by contractual maturity for the available-for-sale and held-to-maturity securities portfolios on December 31, 2016 are provided below:
		Held-to-Maturity				Available-for-Sale
		Amortized		Fair		Amortized		Fair
(Dollars in thousands)		Cost		Value		Cost		Value
Within 1 year		$	-	$	-	$	100	$	100
After 1 year; within 5 years			-		-		-		-
After 5 years; within 10 years			10,000		10,033		-		-
After 10 years			4,347		4,740		-		-
	Subtotal		14,347		14,773		100		100
Government agency issued MBS and CMO (a)			-		-		3,784,579		3,756,645
Equity and other			-		-		186,756		186,754
Total		$	14,347	$	14,773	$	3,971,435	$	3,943,499

Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

Schedule Of Gross Gains And Losses On Sale From Available For Sale Portfolio

The table below provides information on gross gains and gross losses from investment securities for the twelve months ended December 31:
	Available-for-Sale
(Dollars in thousands)	2016		2015		2014
Gross gains on sales of securities	$	5,754	$	5,630	$	5,867
Gross (losses) on sales of securities		(4,213)		(3,503)		-
Net gain/(loss) on sales of securities (a)	$	1,541	$	2,127	$	5,867
Venture capital investments (b)		-		-		(2,995)
Net OTTI recorded (c)		(200)		(749)		-
Total securities gain/(loss), net	$	1,341	$	1,378	$	2,872

• Proceeds from sales during 2016 and 2015 were $444.2 million and $69.7 million, respectively. Proceeds from sales during 2014 were $9.2 million, inclusive of $1.4 million of equity securities. 2016 includes a $1.5 million net gain from exchanges of approximately $736 million of AFS debt securities; 2015 includes a $1.8 million gain from an exchange of approximately $335 million of AFS debt securities.
• Includes losses on sales, write-offs and/or unrealized fair value adjustments related to venture capital investments.
• OTTI recorded in 2016 and 2015 is related to equity securities.

Schedule Of Investments Within The Available For Sale Portfolio That Had Unrealized Losses

The following tables provide information on investments within the available-for-sale portfolio that had unrealized losses as of December 31, 2016 and 2015:
	As of December 31, 2016
	Less than 12 months				12 months or longer				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
(Dollars in thousands)	Value		Losses		Value		Losses		Value		Losses
Government agency issued CMO	$	1,059,471	$	(19,052)	$	116,527	$	(4,885)	$	1,175,998	$	(23,937)
Government agency issued MBS		1,912,126		(23,866)		-		-		1,912,126		(23,866)
Total debt securities		2,971,597		(42,918)		116,527		(4,885)		3,088,124		(47,803)
Equity		7		(2)		-		-		7		(2)
Total temporarily impaired securities	$	2,971,604	$	(42,920)	$	116,527	$	(4,885)	$	3,088,131	$	(47,805)

	As of December 31, 2015
	Less than 12 months				12 months or longer				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
(Dollars in thousands)	Value		Losses		Value		Losses		Value		Losses
Government agency issued CMO	$	1,014,843	$	(10,846)	$	359,559	$	(12,035)	$	1,374,402	$	(22,881)
Government agency issued MBS		837,628		(4,815)		30,784		(809)		868,412		(5,624)
Total temporarily impaired securities	$	1,852,471	$	(15,661)	$	390,343	$	(12,844)	$	2,242,814	$	(28,505)

XML

Loans (Tables)

12 Months Ended

Dec. 31, 2016

Loans [Abstract]

Schedule Of Loans By Portfolio Segment

The following table provides the balance of loans by portfolio segment as of December 31, 2016 and 2015:
		December 31
(Dollars in thousands)		2016		2015
Commercial:
	Commercial, financial, and industrial	$	12,148,087	$	10,436,390
	Commercial real estate		2,135,523		1,674,935
Consumer:
	Consumer real estate (a)		4,523,752		4,766,518
	Permanent mortgage		423,125		454,123
	Credit card & other		359,033		354,536
Loans, net of unearned income		$	19,589,520	$	17,686,502
Allowance for loan losses			202,068		210,242
Total net loans		$	19,387,452	$	17,476,260

Balances as of December 31, 2016 and 2015, include $35.9 million and $52.8 million of restricted real estate loans, respectively. See Note 21 - Variable Interest Entities for additional information.

Certain Loans Acquired In Transfer Not Accounted For As Debt Securities Accretable Yield Movement Schedule Rollforward [Table Text Block]

The following table presents a rollforward of the accretable yield for the years ended December 31, 2016 and 2015:
		Years Ended
		December 31
(Dollars in thousands)		2016		2015
Balance, beginning of period	$	8,542	$	14,714
Additions		2,883		3,165
Accretion		(3,963)		(7,184)
Adjustment for payoffs		(6,409)		(3,513)
Adjustment for charge-offs		(674)		(466)
Increase in accretable yield (a)		6,525		1,826
Other		(33)		-
Balance, end of period	$	6,871	$	8,542

Includes changes in the accretable yield due to both transfers from the nonaccretable difference and the impact of changes in the expected timing of the cash flows.

Schedule Of Acquired Purchase Credit Impaired Loans By Portfolio Segment [Table Text Block]

The following table reflects the outstanding principal balance and carrying amounts of the acquired PCI loans as of December 31, 2016 and 2015:
	December 31, 2016				December 31, 2015
(Dollars in thousands)	Carrying value		Unpaid balance		Carrying value		Unpaid balance
Commercial, financial and industrial	$	40,368	$	41,608	$	16,063	$	18,573
Commercial real estate		4,763		6,514		19,929		25,504
Consumer real estate		1,172		1,677		3,672		4,533
Credit card and other		52		64		52		76
Total	$	46,355	$	49,863	$	39,716	$	48,686

Information By Class Related To Individually Impaired Loans

The following tables provide information at December 31, 2016 and 2015, by class related to individually impaired loans and consumer TDRs, regardless of accrual status. 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, PCI loans and the TRUPs valuation allowance have been excluded.
		December 31, 2016
				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	$	10,419	$	16,636	$	-	$	12,009	$	-
	Income CRE		-		-		-		1,543		-
	Total	$	10,419	$	16,636	$	-	$	13,552	$	-
Consumer:
	HELOC (a)	$	11,383	$	21,662	$	-	$	11,168	$	-
	R/E installment loans (a)		3,957		4,992		-		4,255		-
	Permanent mortgage (a)		5,311		7,899		-		4,418		-
	Total	$	20,651	$	34,553	$	-	$	19,841	$	-
Impaired loans with related allowance recorded:
Commercial:
	General C&I	$	34,334	$	34,470	$	3,294	$	30,836	$	902
	TRUPS		3,209		3,700		925		3,274		-
	Income CRE		1,831		2,209		62		3,757		70
	Residential CRE		1,293		1,761		132		1,360		22
	Total	$	40,667	$	42,140	$	4,413	$	39,227	$	994
Consumer:
	HELOC	$	84,711	$	87,126	$	15,927	$	87,659	$	2,092
	R/E installment loans		53,409		54,559		12,875		57,906		1,370
	Permanent mortgage		88,615		100,983		12,470		91,838		2,310
	Credit card & other		306		306		133		345		13
	Total	$	227,041	$	242,974	$	41,405	$	237,748	$	5,785
Total commercial		$	51,086	$	58,776	$	4,413	$	52,779	$	994
Total consumer		$	247,692	$	277,527	$	41,405	$	257,589	$	5,785
Total impaired loans		$	298,778	$	336,303	$	45,818	$	310,368	$	6,779

All discharged bankruptcy loans are charged down to an estimate of net realizable value and do not carry any allowance.

		December 31, 2015
				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	$	6,070	$	7,751	$	-		$	9,858	$	-
	Income CRE		2,468		9,389		-			4,091		-
	Residential CRE		-		-		-			144		-
	Total	$	8,538	$	17,140	$	-		$	14,093	$	-
Consumer:
	HELOC (a)	$	10,819	$	27,125	$	-		$	12,069	$	-
	R/E installment loans (a)		4,285		5,525		-			4,609		-
	Permanent mortgage (a)		4,830		6,983		-			6,408		-
	Total	$	19,934	$	39,633	$	-		$	23,086	$	-
Impaired loans with related allowance recorded:
Commercial:
	General C&I	$	21,063	$	23,335	$	2,718		$	23,824	$	1,047
	TRUPS		3,339		3,700		925			12,149		-
	Income CRE		5,170		6,477		390			6,671		148
	Residential CRE		1,417		1,886		91			1,488		32
	Total	$	30,989	$	35,398	$	4,124		$	44,132	$	1,227
Consumer:
	HELOC	$	89,434	$	91,734	$	14,392		$	87,099	$	2,137
	R/E installment loans		61,146		62,148		16,886			67,032		1,460
	Permanent mortgage		97,631		110,259		15,463			101,343		1,933
	Credit card & other		377		382		167			434		14
	Total	$	248,588	$	264,523	$	46,908		$	255,908	$	5,544
Total commercial		$	39,527	$	52,538	$	4,124		$	58,225	$	1,227
Total consumer		$	268,522	$	304,156	$	46,908		$	278,994	$	5,544
Total impaired loans		$	308,049	$	356,694	$	51,032		$	337,219	$	6,771

All discharged bankruptcy loans are charged down to an estimate of net realizable value and do not carry any allowance.

Balances Of Commercial Loan Portfolio Classes, Disaggregated By PD Grade

The following tables provide the balances of commercial loan portfolio classes with associated allowance, disaggregated by PD grade as of December 31, 2016 and 2015:
	December 31, 2016
			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	$	465,179	$	-	$	-	$	1,078	$	-	$	466,257	3	%	$	77
2		791,183		-		-		11,742		87		803,012	6			403
3		491,386		462,486		-		153,670		-		1,107,542	8			304
4		978,282		332,107		-		222,422		-		1,532,811	11			953
5		1,232,401		275,209		-		365,653		702		1,873,965	13			6,670
6		1,540,519		614,109		-		338,344		9,338		2,502,310	17			10,403
7		1,556,117		317,283		-		352,390		2,579		2,228,369	16			14,010
8		963,359		30,974		-		425,503		2,950		1,422,786	10			25,986
9		611,774		4,299		-		105,277		4,417		725,767	5			13,857
10		355,359		8,663		-		50,484		9,110		423,616	3			8,400
11		238,230		-		-		20,600		6,541		265,371	2			6,556
12		170,531		-		-		15,395		4,168		190,094	1			6,377
13		121,276		-		304,236		6,748		311		432,571	3			4,225
14,15,16		194,572		59		-		16,313		1,659		212,603	1			20,297
Collectively evaluated for impairment		9,710,168		2,045,189		304,236		2,085,619		41,862		14,187,074	99			118,518
Individually evaluated for impairment		44,753		-		3,209		1,831		1,293		51,086	1			4,413
Purchased credit-impaired loans		40,532		-		-		4,583		335		45,450	-			319
Total commercial loans	$	9,795,453	$	2,045,189	$	307,445	$	2,092,033	$	43,490	$	14,283,610	100	%	$	123,250

	December 31, 2015
			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	$	564,684	$	-	$	-	$	601	$	-	$	565,285	5	%	$	130
2		598,402		-		-		10,267		123		608,792	5			320
3		502,548		415,532		-		85,021		-		1,003,101	8			356
4		877,443		432,477		-		157,213		12,125		1,479,258	12			1,091
5		1,169,245		263,396		-		221,528		7,308		1,661,477	14			7,000
6		1,190,011		387,095		-		388,239		10,377		1,975,722	16			10,779
7		1,474,613		155,799		-		348,703		13,363		1,992,478	16			14,410
8		797,679		15,609		-		193,338		733		1,007,359	8			16,520
9		453,948		-		-		48,599		1,742		504,289	4			9,644
10		253,658		-		-		64,728		14,450		332,836	3			5,327
11		190,647		-		-		18,825		919		210,391	2			5,676
12		78,463		-		-		17,656		4,132		100,251	1			2,728
13		142,690		-		305,027		4,572		259		452,548	4			5,289
14,15,16		120,875		-		-		18,793		1,178		140,846	1			14,229
Collectively evaluated for impairment		8,414,906		1,669,908		305,027		1,578,083		66,709		12,034,633	99			93,499
Individually evaluated for impairment		27,133		-		3,339		7,638		1,417		39,527	1			4,124
Purchased credit-impaired loans		16,077		-		-		16,665		4,423		37,165	-			1,173
Total commercial loans	$	8,458,116	$	1,669,908	$	308,366	$	1,602,386	$	72,549	$	12,111,325	100	%	$	98,796

Balances as of December 31, 2016 and 2015, presented net of a $25.5 million valuation allowance. Based on the underlying structure of the notes, the highest possible internal grade is "13".

Loans by FICO Score, Consumer

The following table reflects the percentage of balances outstanding by average, refreshed FICO scores for the HELOC, real estate installment, and permanent mortgage classes of loans as of December 31, 2016 and 2015:
	December 31, 2016						December 31, 2015
	HELOC		R/E Installment Loans		Permanent Mortgage		HELOC		R/E Installment Loans		Permanent Mortgage
FICO score greater than or equal to 740	56.9	%	70.3	%	45.0	%	55.6	%	67.6	%	42.5	%
FICO score 720-739	8.8		8.3		9.5		9.0		8.6		9.8
FICO score 700-719	8.6		6.8		9.2		8.7		7.0		9.6
FICO score 660-699	13.2		8.4		17.1		13.2		9.6		18.5
FICO score 620-659	5.6		3.5		9.1		6.3		3.7		9.8
FICO score less than 620 (a)	6.9		2.7		10.1		7.2		3.5		9.8
Total	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%

For this group, a majority of the loan balances had FICO scores at the time of the origination that exceeded 620 but have since deteriorated as the loans have seasoned.

Accruing And Non-Accruing Loans By Class

The following table reflects accruing and non-accruing loans by class on December 31, 2016:
	Accruing								Non-Accruing
			30-89		90+						30-89		90+		Total
			Days		Days		Total				Days		Days		Non-		Total
(Dollars in thousands)	Current		Past Due		Past Due		Accruing		Current		Past Due		Past Due		Accruing		Loans
Commercial (C&I):
General C&I	$	9,720,231	$	5,199	$	23	$	9,725,453	$	16,106	$	374	$	12,988	$	29,468	$	9,754,921
Loans to mortgage companies		2,041,408		3,722		-		2,045,130		-		-		59		59		2,045,189
TRUPS (a)		304,236		-		-		304,236		-		-		3,209		3,209		307,445
Purchased credit-impaired loans		40,113		185		234		40,532		-		-		-		-		40,532
Total commercial (C&I)		12,105,988		9,106		257		12,115,351		16,106		374		16,256		32,736		12,148,087
Commercial real estate:
Income CRE		2,085,455		14		-		2,085,469		232		460		1,289		1,981		2,087,450
Residential CRE		42,182		178		-		42,360		-		-		795		795		43,155
Purchased credit-impaired loans		4,809		109		-		4,918		-		-		-		-		4,918
Total commercial real estate		2,132,446		301		-		2,132,747		232		460		2,084		2,776		2,135,523
Consumer real estate:
HELOC		1,602,640		17,997		10,859		1,631,496		46,964		4,201		8,922		60,087		1,691,583
R/E installment loans		2,794,866		7,844		5,158		2,807,868		17,989		2,383		2,353		22,725		2,830,593
Purchased credit-impaired loans		1,319		164		93		1,576		-		-		-		-		1,576
Total consumer real estate		4,398,825		26,005		16,110		4,440,940		64,953		6,584		11,275		82,812		4,523,752
Permanent mortgage		385,972		4,544		5,428		395,944		11,867		2,194		13,120		27,181		423,125
Credit card & other:
Credit card		188,573		1,622		1,456		191,651		-		-		-		-		191,651
Other		166,062		992		134		167,188		-		-		142		142		167,330
Purchased credit-impaired loans		52		-		-		52		-		-		-		-		52
Total credit card & other		354,687		2,614		1,590		358,891		-		-		142		142		359,033
Total loans, net of unearned income	$	19,377,918	$	42,570	$	23,385	$	19,443,873	$	$93,158	$	9,612	$	$42,877	$	$145,647	$	$19,589,520

TRUPS is presented net of thevaluation allowanceof $25.5 million.

The following table reflects accruing and non-accruing loans by class on December 31, 2015:
	Accruing								Non-Accruing
			30-89		90+						30-89		90+		Total
			Days		Days		Total				Days		Days		Non-		Total
(Dollars in thousands)	Current		Past Due		Past Due		Accruing		Current		Past Due		Past Due		Accruing		Loans
Commercial (C&I):
General C&I	$	8,413,480	$	5,411	$	282	$	8,419,173	$	3,649	$	1,114	$	18,103	$	22,866	$	8,442,039
Loans to mortgage companies		1,667,334		1,971		495		1,669,800		-		-		108		108		1,669,908
TRUPS (a)		305,027		-		-		305,027		-		-		3,339		3,339		308,366
Purchased credit-impaired loans		15,708		63		306		16,077		-		-		-		-		16,077
Total commercial (C&I)		10,401,549		7,445		1,083		10,410,077		3,649		1,114		21,550		26,313		10,436,390
Commercial real estate:
Income CRE		1,576,954		1,363		-		1,578,317		831		282		6,291		7,404		1,585,721
Residential CRE		66,846		-		-		66,846		-		-		1,280		1,280		68,126
Purchased credit-impaired loans		17,868		3,059		161		21,088		-		-		-		-		21,088
Total commercial real estate		1,661,668		4,422		161		1,666,251		831		282		7,571		8,684		1,674,935
Consumer real estate:
HELOC		1,972,286		21,570		10,920		2,004,776		61,317		6,619		10,303		78,239		2,083,015
R/E installment loans		2,631,419		9,394		5,657		2,646,470		26,348		1,649		4,856		32,853		2,679,323
Purchased credit-impaired loans		4,069		20		91		4,180		-		-		-		-		4,180
Total consumer real estate		4,607,774		30,984		16,668		4,655,426		87,665		8,268		15,159		111,092		4,766,518
Permanent mortgage		412,879		5,601		3,991		422,471		14,475		2,415		14,762		31,652		454,123
Credit card & other:
Credit card		187,807		1,576		1,225		190,608		-		-		-		-		190,608
Other		161,477		868		173		162,518		620		-		737		1,357		163,875
Purchased credit-impaired loans		53		-		-		53		-		-		-		-		53
Total credit card & other		349,337		2,444		1,398		353,179		620		-		737		1,357		354,536
Total loans, net of unearned income	$	17,433,207	$	50,896	$	23,301	$	17,507,404	$	107,240	$	12,079	$	59,779	$	179,098	$	17,686,502

TRUPS is presented net of the valuation allowance of $25.5 million.

Schedule Of Troubled Debt Restructurings Occurring During The Year

The following tables reflect portfolio loans that were classified as TDRs during the year ended December 31, 2016 and 2015:
		2016					2015
			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		8	$	23,876	$	22,026	3	$	1,818	$	1,754
	Total commercial (C&I)	8		23,876		22,026	3		1,818		1,754
Commercial real estate:
Income CRE		1		100		99	-		-		-
	Total commercial real estate	1		100		99	-		-		-
Consumer real estate:
HELOC		236		21,173		20,937	200		22,530		22,334
R/E installment loans		51		4,918		5,193	70		5,451		5,456
	Total consumer real estate	287		26,091		26,130	270		27,981		27,790
Permanent mortgage		13		4,811		4,802	6		2,039		2,054
Credit card & other		23		116		110	24		115		109
Total troubled debt restructurings		332	$	54,994	$	53,167	303	$	31,953	$	31,707

Schedule Of Troubled Debt Restructurings Within The Previous 12 Months

The following tables present TDRs which re-defaulted during 2016 and 2015, and as to which the modification occurred 12 months or less prior to the re-default. For purposes of this disclosure, FHN generally defines payment default as 30 or more days past due.
		2016			2015
			Recorded			Recorded
(Dollars in thousands)		Number	Investment		Number	Investment
Commercial (C&I):
General C&I		1	$	77	-	$	-
	Total commercial (C&I)	1		77	-		-
Commercial real estate:
Residential CRE		-		-	1		896
	Total commercial real estate	-		-	1		896
Consumer real estate:
HELOC		3		154	7		308
R/E installment loans		3		1,560	5		185
	Total consumer real estate	6		1,714	12		493
Credit card & other		-		-	5		12
Total troubled debt restructurings		7	$	1,791	18	$	1,401

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Allowance for Loan Losses (Tables)

12 Months Ended

Dec. 31, 2016

Loans [Abstract]

Rollforward Of The Allowance For Loan Losses By Portfolio Segment

The following table provides a rollforward of the allowance for loan losses by portfolio segment for December 31, 2016, 2015 and 2014:
				Commercial		Consumer		Permanent		Credit Card
(Dollars in thousands)		C&I		Real Estate		Real Estate		Mortgage		and Other		Total
Balance as of January 1, 2016		$	73,637	$	25,159	$	80,614	$	18,947	$	11,885	$	210,242
Charge-offs			(18,460)		(1,371)		(21,993)		(1,591)		(14,224)		(57,639)
Recoveries			6,795		1,927		23,719		2,403		3,621		38,465
Provision/(provision credit) for loan losses			27,426		8,137		(31,983)		(3,470)		10,890		11,000
Balance as of December 31, 2016			89,398		33,852		50,357		16,289		12,172		202,068
Allowance - individually evaluated for impairment			4,219		194		28,802		12,470		133		45,818
Allowance - collectively evaluated for impairment			85,015		33,503		21,151		3,819		12,039		155,527
Allowance - purchased credit-impaired loans			164		155		404		-		-		723
Loans, net of unearned as of December 31, 2016:
	Individually evaluated for impairment		47,962		3,124		153,460		93,926		306		298,778
	Collectively evaluated for impairment		12,059,593		2,127,481		4,368,716		329,199		358,675		19,243,664
	Purchased credit-impaired loans		40,532		4,918		1,576		-		52		47,078
Total loans, net of unearned income		$	12,148,087	$	2,135,523	$	4,523,752	$	423,125	$	359,033	$	19,589,520
Balance as of January 1, 2015		$	67,011	$	18,574	$	113,011	$	19,122	$	14,730	$	232,448
Charge-offs			(22,406)		(3,550)		(30,068)		(3,141)		(16,691)		(75,856)
Recoveries			13,339		1,876		23,895		1,687		3,853		44,650
Provision/(provision credit) for loan losses			15,693		8,259		(26,224)		1,279		9,993		9,000
Balance as of December 31, 2015			73,637		25,159		80,614		18,947		11,885		210,242
Allowance - individually evaluated for impairment			3,643		481		31,278		15,463		167		51,032
Allowance - collectively evaluated for impairment			69,980		23,519		48,828		3,484		11,717		157,528
Allowance - purchased credit-impaired loans			14		1,159		508		-		1		1,682
Loans, net of unearned as of December 31, 2015:
	Individually evaluated for impairment		30,472		9,055		165,684		102,461		377		308,049
	Collectively evaluated for impairment		10,389,841		1,644,792		4,596,654		351,662		354,106		17,337,055
	Purchased credit-impaired loans		16,077		21,088		4,180		-		53		41,398
Total loans, net of unearned income		$	10,436,390	$	1,674,935	$	4,766,518	$	454,123	$	354,536	$	17,686,502
Balance as of January 1, 2014		$	86,446	$	10,603	$	126,785	$	22,491	$	7,484	$	253,809
Charge-offs			(20,492)		(3,741)		(45,391)		(5,891)		(14,931)		(90,446)
Recoveries			9,666		4,150		22,824		2,314		3,131		42,085
Provision/(provision credit) for loan losses			(8,609)		7,562		8,793		208		19,046		27,000
Balance as of December 31, 2014			67,011		18,574		113,011		19,122		14,730		232,448
Allowance - individually evaluated for impairment			5,173		796		40,778		16,627		254		63,628
Allowance - collectively evaluated for impairment			61,806		14,702		72,156		2,495		14,476		165,635
Allowance - purchased credit-impaired loans			32		3,076		77		-		-		3,185
Loans, net of unearned as of December 31, 2014:
	Individually evaluated for impairment		35,698		19,430		173,225		113,459		533		342,345
	Collectively evaluated for impairment		8,966,512		1,222,658		4,874,171		425,502		357,588		15,846,431
	Purchased credit-impaired loans		5,076		35,629		675		-		10		41,390
Total loans, net of unearned income		$	9,007,286	$	1,277,717	$	5,048,071	$	538,961	$	358,131	$	16,230,166

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Premises, Equipment And Leases (Tables)

12 Months Ended

Dec. 31, 2016

Property Plant And Equipment [Abstract]

Summary of Premises And Equipment

Premises and equipment on December 31 are summarized below:
(Dollars in thousands)			2016		2015
Land		$	63,463	$	67,442
Buildings			342,027		343,797
Leasehold improvements			26,956		31,270
Furniture, fixtures, and equipment			180,435		194,072
	Premises and equipment, at cost		612,881		636,581
Less accumulated depreciation and amortization			323,496		360,962
Premises and equipment, net		$	289,385	$	275,619

Minimum Future Lease Payments For Noncancelable Operating Leases On Premises And Equipment

Minimum future lease payments for noncancelable operating leases, primarily on premises, on December 31, 2016 are shown below. Aggregate minimum income under sublease agreements for these periods is not material.
(Dollars in thousands)
2017	$	18,847
2018		16,681
2019		14,175
2020		12,668
2021		11,290
2022 and after		42,742
Total minimum lease payments	$	116,403

Payments required under capital leases are not material.

Rent Expense Incurred Under All Operating Lease Obligations

Rent expense incurred under all operating lease obligations for the years ended December 31 is as follows:
(Dollars in thousands)		2016		2015		2014
Rent expense, gross	$	20,812	$	18,166	$	20,123
Sublease income		(477)		(5)		(213)
Rent expense, net	$	20,335	$	18,161	$	19,910

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Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2016

Goodwill And Intangible Assets Disclosure [Abstract]

Summary Of Intangible Assets, Net Of Accumulated Amortization Included In The Consolidated Statements

The following is a summary of goodwill and other intangible assets, net of accumulated amortization, included in the Consolidated Statements of Condition:
(Dollars in thousands)	Goodwill		Other Intangible Assets (a)
December 31, 2013	$	141,943	$	21,988
Amortization expense		-		(4,170)
Additions (b)		3,989		11,700
December 31, 2014	$	145,932	$	29,518
Amortization expense		-		(5,253)
Additions (b)		45,375		1,950
December 31, 2015	$	191,307	$	26,215
Amortization expense		-		(5,198)
Additions (c)		64		-
December 31, 2016	$	191,371	$	21,017

• Represents customer lists, acquired contracts, core deposit intangibles, and covenants not to compete.
• See Note 2-Acquisitions and Divestures for further details regarding goodwill related to acquisitions.
• The 2016 increase in goodwill was for tax adjustments related to the TAF acquisition.

Summary Of Gross Goodwill And Accumulated Impairment Losses And Write-Offs Detailed By Reportable Segments

		Regional		Fixed
(Dollars in thousands)		Banking		Income		Total
December 31, 2013		$	43,939	$	98,004	$	141,943
	Additions		3,989		-		3,989
	Impairments		-		-		-
	Divestitures		-		-		-
December 31, 2014		$	47,928	$	98,004	$	145,932
	Additions		45,375		-		45,375
	Impairments		-		-		-
	Divestitures		-		-		-
December 31, 2015		$	93,303	$	98,004	$	191,307
	Additions		64		-		64
	Impairments		-		-		-
	Divestitures		-		-		-
December 31, 2016		$	93,367	$	98,004	$	191,371

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Time Deposit Maturities (Tables)

12 Months Ended

Dec. 31, 2016

Maturities Of Time Deposits [Abstract]

Schedule Of Time Deposits Included In Interest-Bearing Deposits

Following is a table of maturities for time deposits outstanding on December 31, 2016, which include Certificates of deposit under $100,000, Other time, and Certificates of deposit $100,000 and more. Certificates of deposit in increments of $100,000 or more totaled $.6 billion on December 31, 2016, of this amount $.5 billion represents Certificates of deposit of $250,000 and more. Time deposits are included in Interest-bearing deposits on the Consolidated Statements of Condition.
(Dollars in thousands)
2017	$	960,031
2018		144,921
2019		96,875
2020		80,075
2021		49,002
2022 and after		24,229
Total	$	1,355,133

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Short Term Borrowings (Tables)

12 Months Ended

Dec. 31, 2016

Short Term Borrowings [Abstract]

Schedule Of Short Term Debt [Table Text Block]

The detail of short-term borrowings for the years 2016, 2015 and 2014 is presented in the following table:
(Dollars in thousands)		Federal Funds Purchased			Securities Sold Under Agreements to Repurchase			Trading Liabilities			Other Short-term Borrowings
2016
Average balance	$	589,223		$	425,452		$	771,039		$	198,440
Year-end balance		414,207			453,053			561,848			83,177
Maximum month-end outstanding		695,083			528,024			874,076			792,736
Average rate for the year		0.52	%		0.08	%		1.95	%		0.67	%
Average rate at year-end		0.73			0.08			2.46			0.96
2015
Average balance	$	705,054		$	370,097		$	733,189		$	164,951
Year-end balance		464,166			338,133			566,019			137,861
Maximum month-end outstanding		1,228,125			524,191			866,005			339,468
Average rate for the year		0.26	%		0.06	%		2.18	%		0.67	%
Average rate at year-end		0.50			0.09			2.41			0.82
2014
Average balance	$	1,101,910		$	447,801		$	633,867		$	531,984
Year-end balance		1,037,052			562,214			594,314			157,218
Maximum month-end outstanding		1,247,295			562,214			718,767			1,829,141
Average rate for the year		0.25	%		0.08	%		2.43	%		0.30	%
Average rate at year-end		0.25			0.06			2.60			0.56

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Term Borrowings (Tables)

12 Months Ended

Dec. 31, 2016

Long Term Debt [Abstract]

Schedule Of Information Pertaining To Term Borrowings

The following table presents information pertaining to Term Borrowings reported on FHN's Consolidated Statements of Condition on December 31:
(Dollars in thousands)		2016		2015
First Tennessee Bank National Association:
Subordinated notes (a) (b)
Maturity date - April 1, 2016 -- 5.65%	$	-	$	252,848
Senior capital notes (b)
Maturity date - December 1, 2019 -- 2.95%		399,384		400,567
Other collateralized borrowings -- Maturity date - December 22, 2037
1.26% on December 31, 2016 and 0.81% on December 31, 2015 (c)		64,812		64,365
Federal Home Loan Bank borrowings
Maturity date - August 2, 2018 -- 0.00%		100		-
First Horizon National Corporation:
Senior capital notes (b)
Maturity date - December 15, 2020 -- 3.50%		489,202		489,833
FT Real Estate Securities Company, Inc.:
Cumulative preferred stock (a)
Maturity date - March 31, 2031 -- 9.50%		46,032		45,964
First Horizon ABS Trusts:
Other collateralized borrowings (d)
Maturity date - October 25, 2034
0.93% on December 31, 2016 and 0.59% on December 31, 2015		23,126		41,100
First Tennessee New Markets Corporation Investments:
Maturity date - October 25, 2018 -- 4.97%		7,301		7,301
Maturity date - February 1, 2033 -- 4.97%		8,000		8,000
Maturity date - August 08, 2036 -- 2.38%		2,699		2,699
Total	$	1,040,656	$	1,312,677

Certain previously reported amounts have been revised to reflect the retroactive effect of the adoption of ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs.” See Note 1- Summary of Significant Accounting Policies for additional information.

• A portion qualifies for total capital under the risk-based capital guidelines.
• Changes in the fair value of debt attributable to interest rate risk are hedged. Refer to Note 22 – Derivatives.
• Secured by trust preferred loans.
• On December 31, 2016 and 2015, borrowings secured by $35.9 million and $52.8 million, respectively, of residential real estate loans.

Schedule Of Annual Principal Repayment Requirements

Annual principal repayment requirements as of December 31, 2016 are as follows:
(Dollars in thousands)
2017	$	-
2018		7,401
2019		400,000
2020		500,000
2021		-
2022 and after		145,637

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Regulatory Capital And Restrictions (Tables)

12 Months Ended

Dec. 31, 2016

Regulatory Capital Requirements [Abstract]

Summary Of Actual Capital Amounts And Ratios

	First Horizon National				First Tennessee Bank
	Corporation				National Association
(Dollars in thousands)		Amount	Ratio			Amount	Ratio
On December 31, 2016
Actual:
Total Capital	$	2,926,010	12.24	%	$	2,762,271	11.78	%
Tier 1 Capital		2,671,871	11.17			2,538,382	10.83
Common Equity Tier 1		2,377,987	9.94			2,298,080	9.80
Leverage		2,671,871	9.35			2,538,382	9.16
Minimum Requirement for Capital Adequacy Purposes:
Total Capital		1,913,133	8.00			1,875,780	8.00
Tier 1 Capital		1,434,849	6.00			1,406,835	6.00
Common Equity Tier 1		1,076,137	4.50			1,055,126	4.50
Leverage		1,143,250	4.00			1,108,406	4.00
Minimum Requirement to be Well Capitalized Under Prompt Corrective Action Provisions:
Total Capital						2,344,725	10.00
Tier 1 Capital						1,875,780	8.00
Common Equity Tier 1						1,524,071	6.50
Leverage						1,385,508	5.00
On December 31, 2015
Actual:
Total Capital	$	2,836,715	13.01	%	$	2,768,625	13.09	%
Tier 1 Capital		2,572,141	11.79			2,525,912	11.95
Common Equity Tier 1		2,278,580	10.45			2,284,646	10.81
Leverage		2,572,141	9.85			2,525,912	10.06
Minimum Requirement for Capital Adequacy Purposes:
Total Capital		1,744,961	8.00			1,691,477	8.00
Tier 1 Capital		1,308,721	6.00			1,268,608	6.00
Common Equity Tier 1		981,541	4.50			951,456	4.50
Leverage		1,044,378	4.00			1,004,207	4.00
Minimum Requirement to be Well Capitalized Under Prompt Corrective Action Provisions:
Total Capital						2,114,346	10.00
Tier 1 Capital						1,691,477	8.00
Common Equity Tier 1						1,374,325	6.50
Leverage						1,255,258	5.00

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Other Income And Other Expense (Tables)

12 Months Ended

Dec. 31, 2016

Other Income And Other Expense [Abstract]

Other Income And Other Expense

Following is detail of All other income and commissions and All other expense as presented in the Consolidated Statements of Income:
(Dollars in thousands)	2016		2015		2014
All other income and commissions:
ATM interchange fees	$	11,965	$	11,917	$	10,943
Other service charges		11,731		11,610		11,882
Mortgage banking		10,215		3,870		71,257
Electronic banking fees		5,477		5,840		6,190
Letter of credit fees		4,103		4,621		4,864
Deferred compensation		3,025		(1,369)		2,042
Insurance commissions		2,981		2,627		2,257
Gain/(loss) on extinguishment of debt		-		5,793		(4,166)
Other		14,734		15,821		12,390
Total	$	64,231	$	60,730	$	117,659
All other expense:
Litigation and regulatory matters	$	30,469	$	187,607	$	(2,720)
Other insurance and taxes		10,891		12,941		12,900
Travel and entertainment		10,275		9,590		9,095
Customer relations		6,255		5,382		5,726
Employee training and dues		5,691		5,390		4,518
Supplies		4,434		3,827		3,745
Tax credit investments		3,349		4,582		2,087
Miscellaneous loan costs		2,586		2,656		2,690
Foreclosed real estate		773		2,104		2,503
Other		41,568		34,123		41,952
Total	$	116,291	$	268,202	$	82,496
Certain previously reported amounts have been reclassified to agree with current presentation.

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Components of Other Comprehensive Income/(Loss) (Tables)

12 Months Ended

Dec. 31, 2016

Table Text Block Supplement [Abstract]

Accumulated Other Comprehensive Income/(Loss)

The following table provides the changes in accumulated other comprehensive income/(loss) by component, net of tax, for the years ended December 31, 2016, 2015 and 2014:
		Securities AFS		Cash Flow Hedges			Pension and Post-retirement Plans		Total
(Dollars in thousands)
Balance as of December 31, 2013		$	(11,241)	$	-	$	(138,768)	$	(150,009)
	Net unrealized gains/(losses)		29,822		-		(71,173)		(41,351)
	Amounts reclassified from AOCI		-		-		3,114		3,114
	Other comprehensive income/(loss)		29,822		-		(68,059)		(38,237)
Balance as of December 31,2014			18,581		-		(206,827)		(188,246)
	Net unrealized gains/(losses)		(14,055)		-		(11,117)		(25,172)
	Amounts reclassified from AOCI		(1,132)		-		358		(774)
	Other comprehensive income/(loss)		(15,187)		-		(10,759)		(25,946)
Balance as of December 31, 2015			3,394		-		(217,586)		(214,192)
	Net unrealized gains/(losses)		(19,709)		130		(16,322)		(35,901)
	Amounts reclassified from AOCI		(917)		(1,395)		4,751		2,439
	Other comprehensive income/(loss)		(20,626)		(1,265)		(11,571)		(33,462)
Balance as of December 31, 2016		$	(17,232)	$	(1,265)	$	(229,157)	$	(247,654)

Reclassification Out Of Accumulated Other Comprehensive Income [Table Text Block]

Reclassifications from AOCI, and related tax effects, were as follows:
(Dollars in thousands)
Details about AOCI			2016		2015		2014	Affected line item in the statement where net income is presented
Securities AFS:
	Realized (gains)/losses on securities AFS	$	(1,485)	$	(1,836)	$	-	Debt securities gains/(losses), net
	Tax expense/(benefit)		568		704		-	Provision/(benefit) for income taxes
			(917)		(1,132)		-
Cash flow hedges:
	Realized (gains)/losses on cash flow hedges		(2,260)		-		-	Interest and fees on loans
	Tax expense/(benefit)		865		-		-	Provision/(benefit) for income taxes
			(1,395)		-		-
Pension and Postretirement Plans:
	Amortization of prior service cost and net actuarial gain/(loss)		7,697		580		5,075	Employee compensation, incentives, and benefits
	Tax expense/(benefit)		(2,946)		(222)		(1,961)	Provision/(benefit) for income taxes
			4,751		358		3,114
Total reclassification from AOCI		$	2,439	$	(774)	$	3,114

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2016

Income Tax Disclosure [Abstract]

Schedule Of Components Of Consolidated Statements Of Income And Equity

The aggregate amount of income taxes included in the Consolidated Statements of Income and the Consolidated Statements of Equity for the years ended December 31, were as follows:
(Dollars in thousands)			2016		2015		2014
Consolidated Statements of Income:
Income tax expense/(benefit)		$	106,810	$	10,941	$	84,185
Consolidated Statements of Equity:
Income tax expense/(benefit) related to:
	Net unrealized gains/(losses) on pension and other postretirement plans		(7,172)		(6,689)		(42,842)
	Net unrealized gains/(losses) on securities available-for-sale		(12,810)		(9,445)		18,135
	Net unrealized gains/(losses) on cash flow hedges		(780)		-		-
	Share based compensation		(1,613)		(356)		7,220
Total		$	84,435	$	(5,549)	$	66,698

Schedule Of Components Of Income Tax Expense/(Benefit)

The components of income tax expense/(benefit) for the years ended December 31, were as follows:
(Dollars in thousands)			2016		2015		2014
Current:
	Federal	$	25,234	$	(5,059)	$	83,916
	State		1,803		(8,258)		(3,461)
	Foreign		169		62		1
Deferred:
	Federal		67,109		19,487		(157)
	State		12,495		4,706		3,872
	Foreign		-		3		14
Total		$	106,810	$	10,941	$	84,185

Schedule Of Computation Of Income Tax Expense Differed From The Amounts Computed By Applying Statutory Federal Income Tax Rate To Income/(Loss) From Continuing Operations Before Income Taxes

A reconciliation of expected income tax expense/(benefit) at the federal statutory rate of 35 percent to the total income tax expense follows:
(Dollars in thousands)			2016		2015		2014
Federal income tax rate			35%		35%		35%
Tax computed at statutory rate		$	120,862	$	37,889	$	111,381
Increase/(decrease) resulting from:
	State income taxes		9,918		7		8,786
	Bank-owned life insurance ("BOLI")		(5,661)		(4,897)		(6,671)
	401(k) - employee stock ownership plan ("ESOP")		(824)		(714)		(659)
	Tax-exempt interest		(7,098)		(6,507)		(5,798)
	Non-deductible expenses		1,079		887		829
	LIHTC credits and benefits, net of amortization		(6,165)		(7,239)		(8,075)
	Other tax credits		(3,886)		(2,012)		(1,033)
	Change in valuation allowance - DTA		(116)		(3,875)		(13,168)
	Other changes in unrecognized tax benefits		616		(1,386)		(1,570)
	Other		(1,915)		(1,212)		163
	Total	$	106,810	$	10,941	$	84,185

Net DTA balances related to income tax carryforwards

As of December 31, 2016, FHN had net deferred tax asset balances related to federal and state income tax carryforwards of $124.7 million and $19.4 million, respectively, which will expire at various dates as follows:

		Net Deferred Tax Asset Balance
(Dollars in thousands)	Expiration Dates
Alternative minimum tax credits-federal	None	$	14,707
General business credits-federal	2030-2036		65,341
Capital loss carryforward - federal	2017		40,404
Capital loss carryforward - federal	2021		4,065
Net operating losses-federal	2027		175
Net operating losses-states	2017-2021		1,355
Net operating losses-states	2022-2035		18,083

Schedule Of Deferred Tax Assets And Deferred Tax Liabilities Due To Temporary Differences

Temporary differences which gave rise to deferred tax assets and deferred tax liabilities on December 31, 2016 and 2015 were as follows:
(Dollars in thousands)	2016		2015
Deferred tax assets:
Loss reserves	$	65,605	$	88,925
Employee benefits		83,074		143,474
Accrued expenses		16,767		13,753
Capital loss carryforwards		44,469		40,499
Credit carryforwards		80,048		68,716
State NOL carryforwards		19,438		19,111
Investment in debt securities (ASC 320)		10,693		-
Other		17,515		18,970
Gross deferred tax assets		337,609		393,448
Valuation allowance		(40,593)		(40,806)
Deferred tax assets after valuation allowance	$	297,016	$	352,642
Deferred tax liabilities:
Depreciation and amortization	$	36,347	$	32,177
Equity investments		12,196		10,743
Investment in debt securities (ASC 320)		-		2,088
Other intangible assets		37,596		34,056
Prepaid expenses		11,150		10,893
Other		114		3,366
Gross deferred tax liabilities		97,403		93,323
Net deferred tax assets	$	199,613	$	259,319
Certain previously reported amounts have been reclassified to agree with current presentation.

Schedule Of Rollforward Of Unrecognized Tax Benefits

The rollforward of unrecognized tax benefits is shown below:
(Dollars in thousands)
Balance at December 31, 2014	$	5,207
Increases related to prior year tax positions		913
Decreases related to prior year tax positions		(428)
Increases related to current year tax positions		90
Lapse of statute		(2,109)
Balance at December 31, 2015	$	3,673
Increases related to prior year tax positions		951
Increases related to current year tax positions		27
Settlements		(407)
Balance at December 31, 2016	$	4,244

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Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2016

Earnings Per Share [Abstract]

Schedule Of Reconciliation Of Earnings/(Loss) Per Common And Diluted Share

The following table provides reconciliations of net income to net income available to common shareholders and the difference between average basic common shares outstanding and average diluted common shares outstanding:
(Dollars and shares in thousands, except per share data)	2016		2015		2014
Net income/(loss)	$	238,511	$	97,313	$	234,046
Net income attributable to noncontrolling interest		11,465		11,434		11,527
Net income/(loss) attributable to controlling interest		227,046		85,879		222,519
Preferred stock dividends		6,200		6,200		6,200
Net income/(loss) available to common shareholders	$	220,846	$	79,679	$	216,319
Weighted average common shares outstanding - basic		232,700		234,189		234,997
Effect of dilutive securities		2,592		2,077		1,738
Weighted average common shares outstanding - diluted		235,292		236,266		236,735
Net income/(loss) per share available to common shareholders	$	0.95	$	0.34	$	0.92
Diluted income/(loss) per share available to common shareholders	$	0.94	$	0.34	$	0.91

Schedule Of Anti-Dilutive Options and Awards

The following table presents 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:
(Shares in thousands)	2016		2015			2014
Stock options excluded from the calculation of diluted EPS		2,610		3,559		4,570
Weighted average exercise price of stock options excluded from the calculation of diluted EPS	$	26.29	$	24.40	$	23.46
Other equity awards excluded from the calculation of diluted EPS		37		98		-

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Pension, Savings, And Other Employee Benefits (Tables)

12 Months Ended

Dec. 31, 2016

Pension, Savings, And Other Employee Benefits [Abstract]

Schedule of Actuarial Assumptions Used In The Defined Benefit Pension Plan And Other Employee Benefit Plans

The actuarial assumptions used in the defined benefit pension plan and other employee benefit plans were as follows:
	Benefit Obligations			Net Periodic Benefit Cost
	2016	2015	2014	2016	2015	2014
Discount rate
Qualified pension	4.39%	4.68%	4.30%	4.69%	4.30%	5.15%
Nonqualified pension	4.07%	4.33%	4.00%	4.34%	4.00%	4.70%
Other nonqualified pension	3.39%	3.57%	3.35%	3.57%	3.35%	4.05%
Postretirement benefits	3.67% - 4.57%	3.76% - 4.87%	3.45% - 4.45%	3.84% - 4.87%	3.45% - 4.45%	4.10% - 5.35%
Expected long-term rate of return
Qualified pension/postretirement benefits	4.50%	6.00%	5.85%	6.00%	5.85%	6.60%
Postretirement benefit (retirees post January 1, 1993)	6.00%	6.15%	6.35%	6.15%	6.35%	6.95%
Postretirement benefit (retirees prior to January 1, 1993)	2.15%	2.10%	2.30%	2.10%	2.30%	2.85%

Schedule Of Components Of Net Periodic Benefit Cost

The components of net periodic benefit cost for the plan years 2016, 2015 and 2014 are as follows:
		Total Pension Benefits						Other Benefits
(Dollars in thousands)		2016		2015		2014		2016		2015		2014
Components of net periodic benefit cost
Service cost	$	39	$	40	$	56	$	110	$	146	$	207
Interest cost		31,216		36,424		34,915		1,292		1,413		1,754
Expected return on plan assets		(39,123)		(37,516)		(40,093)		(913)		(956)		(1,025)
Amortization of unrecognized:
Prior service cost/(credit)		196		333		346		170		(830)		(1,163)
Actuarial (gain)/loss		8,141		10,103		6,898		(810)		(1,014)		(1,006)
Net periodic benefit cost		469		9,384		2,122		(151)		(1,241)		(1,233)
ASC 715 curtailment (income) (a)		-		-		-		-		(8,283)		-
ASC 715 special termination benefits (b)		-		-		1,009		-		-		-
Total periodic benefit costs	$	469	$	9,384	$	3,131	$	(151)	$	(9,524)	$	(1,233)

(a)In 2015, an announced revision to the retiree medical plan triggered curtailment accounting. In accordance with its practice, FHN performed a remeasurement of the plan in conjunction with the curtailment and realized a curtailment gain.

(b) In 2014, a one-time special termination benefits charge was recognized related to recalculation of a participant’s benefit under a non-qualified plan upon retirement.

Schedule Of Plans' Benefit Obligations And Plan Assets

The following tables set forth the plans' benefit obligations and plan assets for 2016 and 2015:
	Total Pension Benefits				Other Benefits
(Dollars in thousands)	2016		2015		2016		2015
Change in benefit obligation
Benefit obligation, beginning of year	$	816,529	$	859,853	$	33,166	$	35,328
Service cost		39		40		110		146
Interest cost		31,216		36,424		1,292		1,413
Actuarial (gain)/loss		12,733		(49,919)		2,110		(2,393)
Actual benefits paid (a)		(55,975)		(29,869)		(1,275)		(1,057)
Gain due to curtailment		-		-		-		(271)
Benefit obligation, end of year	$	804,542	$	816,529	$	35,403	$	33,166
Change in plan assets
Fair value of plan assets, beginning of year	$	638,169	$	695,549	$	16,128	$	16,639
Actual return on plan assets		27,448		(31,699)		991		(169)
Employer contributions		169,230		4,188		873		715
Actual benefits paid - settlement payments		-		-		(1,275)		(1,057)
Actual benefits paid - other payments (a)		(55,975)		(29,869)		-		-
Fair value of plan assets, end of year	$	778,872	$	638,169	$	16,717	$	16,128
Funded status of the plans	$	(25,670)	$	(178,360)	$	(18,686)	$	(17,038)
Amounts recognized in the Statements of Condition
Other assets	$	18,104	$	-	$	13,050	$	12,679
Other liabilities		(43,774)		(178,360)		(31,736)		(29,717)
Net asset/(liability) at end of year	$	(25,670)	$	(178,360)	$	(18,686)	$	(17,038)

(a)Increase in 2016 due to the settlement of certain terminated, vested participants in qualified pension plan.

Schedule Of Defined Benefit Plan Balances Reflected In Accumulated Other Comprehensive Income On Pre-Tax Basis

Unrecognized actuarial gains and losses and unrecognized prior service costs and credits are recognized as a component of accumulated other comprehensive income. Balances reflected in accumulated other comprehensive income on a pre-tax basis for the years ended December 31, 2016 and 2015 consist of:

	Total Pension Benefits				Other Benefits
(Dollars in thousands)	2016		2015		2016		2015
Amounts recognized in accumulated other comprehensive income
Prior service cost/(credit)	$	52	$	248	$	95	$	265
Net actuarial (gain)/loss		379,724		363,457		(8,076)		(10,918)
Total	$	379,776	$	363,705	$	(7,981)	$	(10,653)

Schedule Of Changes In Plan Assets And Benefit Obligation Recognied In Other Comprehensive Income On Pre-Tax Basis

The pre-tax amounts recognized in other comprehensive income during 2016 and 2015 were as follows:
		Total Pension Benefits				Other Benefits
(Dollars in thousands)		2016		2015		2016		2015
Changes in plan assets and benefit obligation recognized in other comprehensive income
Net actuarial (gain)/loss arising during measurement period		$	24,408	$	19,296	$	2,032	$	(1,268)
Items amortized during the measurement period:
	Prior service credit/(cost) (a)		(196)		(333)		(170)		8,842
	Net actuarial gain/(loss)		(8,141)		(10,103)		810		1,014
Total recognized in other comprehensive income		$	16,071	$	8,860	$	2,672	$	8,588

(a)In 2015, an announced revision to the retiree medical plan triggered curtailment accounting. In accordance with its practice, FHN performed a remeasurement of the plan in conjunction with the curtailment and realized a curtailment gain.

Schedule Of Expected Benefit Payment

The following table provides detail on expected benefit payments, which reflect expected future service, as appropriate:
		Pension		Other
(Dollars in thousands)		Benefits		Benefits
2017	$	33,453	$	1,499
2018		35,139		1,549
2019		37,214		1,603
2020		39,553		1,663
2021		41,452		1,728
2022-2026		226,735		9,625

Schedule of Fair Value of Pension Plan Assets By Asset Category

The fair value of FHN’s pension plan assets at December 31, 2016 and 2015, by asset category classified using the Fair Value measurement hierarchy is shown in the table below. See Note 24 – Fair Value of Assets and Liabilities for more details about Fair Value measurements.

	December 31, 2016
(Dollars in thousands)	Level 1		Level 2		Level 3		Total
Cash equivalents and money market funds	$	23,815	$	-	$	-	$	23,815
Fixed income securities:
U.S. treasuries		-		30,576		-		30,576
Corporate, municipal and foreign bonds		-		505,374		-		505,374
Common and collective funds:
Fixed income		-		219,107		-		219,107
Total	$	23,815	$	755,057	$	-	$	778,872

	December 31, 2015
(Dollars in thousands)	Level 1		Level 2		Level 3		Total
Cash equivalents and money market funds	$	8,527	$	-	$	-	$	8,527
Equity securities:
U.S. mid capital		11,509		-		-		11,509
Fixed income securities:
U.S. treasuries		-		9,534		-		9,534
Corporate, municipal and foreign bonds		-		197,089		-		197,089
Common and collective funds:
Fixed income		-		214,933		-		214,933
U.S. large capital		-		101,867		-		101,867
U.S. small capital		-		39,744		-		39,744
International		-		54,966		-		54,966
Total	$	20,036	$	618,133	$	-	$	638,169

Schedule of Fair Value Of Retiree Medical Plan Assets By Asset Category

The fair value of FHN's retiree medical plan assets at December 31, 2016 and 2015 by asset category are as follows:
	December 31, 2016
(Dollars in thousands)	Level 1		Level 2		Level 3		Total
Cash equivalents and money market funds	$	626	$	-	$	-	$	626
Mutual funds:
Equity mutual funds		10,443		-		-		10,443
Fixed income mutual funds		5,648		-		-		5,648
Total	$	16,717	$	-	$	-	$	16,717

	December 31, 2015
(Dollars in thousands)	Level 1		Level 2		Level 3		Total
Cash equivalents and money market funds	$	365	$	-	$	-	$	365
Mutual funds:
Equity mutual funds		9,562		-		-		9,562
Fixed income mutual funds		6,201		-		-		6,201
Total	$	16,128	$	-	$	-	$	16,128
The number of shares of FHN common stock held by the qualified pension plan was 792,607 for 2015. All shares were sold in 2016 in conjunction with the asset-liability hedging strategy discussed previously.

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Stock Options, Restricted Stock Incentive, and Dividend Reinvestment Plans (Tables)

12 Months Ended

Dec. 31, 2016

Employee Benefits And Share Based Compensation [Abstract]

Schedule Of Restricted And Performance Stock And Unit Activity

Stock and stock unit awards. A summary of restricted and performance stock and unit activity during the year ended December 31, 2016, is presented below:
	Shares/Units(a)		Weighted average grant date fair value (per share) (b)
Nonvested on January 1, 2016	3,472,424	$	10.73
Shares/units granted	1,509,596		12.90
Shares/units vested	(910,258)		10.68
Shares/units cancelled	(67,360)		12.52
Nonvested on December 31, 2016	4,004,402	$	11.28

• Includes only units that settle in shares and nonvested performance units are included at 100% payout level.
• The weighted average grant date fair value for shares/units granted in 2015 and 2014 was $13.90 and $11.62, respectively.

Summary Of Stock Option Plans Activity

The summary of stock option activity for the year ended December 31, 2016, is shown below:
	Options Outstanding		Weighted Average Exercise Price (per share)	Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value (thousands)
January 1, 2016	7,519,727	$	17.11
Options granted	971,328		11.62
Options exercised	(2,149,753)		10.53
Options expired/cancelled	(404,146)		27.77
December 31, 2016	5,937,156		17.86	3.48	$	28,052
Options exercisable	4,174,351		20.35	2.71		13,900
Options expected to vest	1,762,805		11.98	5.30		14,152

Summary Of Assumptions To Estimate The Fair Value Of Stock Options Granted

FHN used the Black-Scholes Option Pricing Model to estimate the fair value of stock options granted in 2016, 2015, and 2014 with the following assumptions:
	2016	2015	2014
Expected dividend yield	2.41%	1.68%	1.70%
Expected weighted-average lives of options granted	6.19 years	6.18 years	6.15 years
Expected weighted-average volatility	32.84%	32.26%	33.79%
Expected volatility range	30.73 - 34.95%	23.67 - 40.85%	24.55 - 61.49%
Risk-free interest rate	1.28%	1.68%	1.96%

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Business Segment Information (Tables)

12 Months Ended

Dec. 31, 2016

Business Segment Information [Abstract]

Amounts Of Consolidated Revenue, Expense, Tax And Assets

(Dollars in thousands)		2016		2015		2014
Consolidated	Net interest income	$	729,084	$	653,720	$	627,718
	Provision for loan losses		11,000		9,000		27,000
	Noninterest income		552,441		517,325		550,044
	Noninterest expense		925,204		1,053,791		832,531
	Income/(loss) before income taxes		345,321		108,254		318,231
	Provision/(benefit) for income taxes		106,810		10,941		84,185
	Net income/(loss)	$	238,511	$	97,313	$	234,046
	Average assets	$	27,427,227	$	25,635,975	$	23,993,017
	Depreciation and amortization	$	64,673	$	60,743	$	56,894
	Expenditures for long-lived assets		62,554		43,514		38,880
Certain previously reported amounts have been revised to reflect the retroactive effect of the adoption of ASU 2015-03,"Simplifying the Presentation of Debt Issuance Costs." See Note 1-Summary of Significant Accounting Policies for additional information.

(Dollars in thousands)		2016		2015		2014
Regional Banking	Net interest income	$	741,863	$	655,164	$	602,204
	Provision for loan losses		38,886		34,545		29,187
	Noninterest income		249,003		251,586		254,667
	Noninterest expense		615,530		562,572		537,129
	Income/(loss) before income taxes		336,450		309,633		290,555
	Provision/(benefit) for income taxes		120,360		110,589		103,503
	Net income/(loss)	$	216,090	$	199,044	$	187,052
	Average assets	$	17,143,540	$	14,932,077	$	13,269,663
	Depreciation and amortization	$	39,243	$	37,993	$	35,583
	Expenditures for long-lived assets		51,354		37,367		30,617

Fixed Income	Net interest income	$	10,766	$	15,517	$	12,664
	Noninterest income		269,339		231,314		202,726
	Noninterest expense		229,863		220,441		147,030
	Income/(loss) before income taxes		50,242		26,390		68,360
	Provision/(benefit) for income taxes		17,959		8,885		25,661
	Net income/(loss)	$	32,283	$	17,505	$	42,699
	Average assets	$	2,365,640	$	2,370,334	$	2,070,401
	Depreciation and amortization	$	5,977	$	6,108	$	6,422
	Expenditures for long-lived assets		2,099		1,706		1,358

Corporate	Net interest income/(expense)	$	(65,912)	$	(71,688)	$	(53,970)
	Noninterest income		20,436		23,331		26,969
	Noninterest expense		58,914		57,943		62,330
	Income/(loss) before income taxes		(104,390)		(106,300)		(89,331)
	Provision/(benefit) for income taxes		(55,924)		(80,276)		(63,810)
	Net income/(loss)	$	(48,466)	$	(26,024)	$	(25,521)
	Average assets	$	6,030,123	$	6,000,978	$	5,586,935
	Depreciation and amortization	$	18,989	$	16,054	$	13,093
	Expenditures for long-lived assets		8,946		3,971		6,348

Non-Strategic	Net interest income	$	42,367	$	54,727	$	66,820
	Provision/(provision credit) for loan losses		(27,886)		(25,545)		(2,187)
	Noninterest income		13,663		11,094		65,682
	Noninterest expense		20,897		212,835		86,042
	Income/(loss) before income taxes		63,019		(121,469)		48,647
	Provision/(benefit) for income taxes		24,415		(28,257)		18,831
	Net income/(loss)	$	38,604	$	(93,212)	$	29,816
	Average assets	$	1,887,924	$	2,332,586	$	3,066,018
	Depreciation and amortization	$	464	$	588	$	1,796
	Expenditures for long-lived assets		155		470		557
Certain previously reported amounts have been reclassified to agree with current presentation.

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Variable Interest Entities (Tables)

12 Months Ended

Dec. 31, 2016

Variable Interest Entities [Abstract]

Summary Of VIEs Consolidated By FHN

The following table summarizes VIEs consolidated by FHN as of December 31, 2016 and 2015:
			December 31, 2016						December 31, 2015
			On-Balance Sheet Consumer Loan Securitization			Rabbi Trusts Used for Deferred Compensation Plans			On-Balance Sheet Consumer Loan Securitization			Rabbi Trusts Used for Deferred Compensation Plans
(Dollars in thousands)			Carrying Value			Carrying Value			Carrying Value			Carrying Value
Assets:
Cash and due from banks				$	-			N/A		$	1,406			N/A
Loans, net of unearned income					35,873			N/A			52,829			N/A
	Less: Allowance for loan losses				587			N/A			-			N/A
		Total net loans			35,286			N/A			52,829			N/A
Other assets					283		$	74,160			86		$	69,811
Total assets				$	35,569		$	74,160		$	54,321		$	69,811
Liabilities:
Term borrowings				$	23,126			N/A		$	41,100			N/A
Other liabilities					3		$	54,746			5		$	51,251
Total liabilities				$	23,129		$	54,746		$	41,105		$	51,251

Summary of the Impact of Qualifying LIHTC Investments

(Dollars in thousands)	2016		2015		2014
Provision/(benefit) for income taxes:
Amortization of qualifying LIHTC investments	$	14,223	$	13,496	$	9,880
Low income housing tax credits		(10,100)		(9,450)		(9,850)
Other tax benefits related to qualifying LIHTC investments		(9,779)		(10,787)		(7,438)

Summary Of VIEs Not Consolidated By FHN

The following table summarizes FHN’s nonconsolidated VIEs as of December 31, 2016:
	Maximum		Liability
(Dollars in thousands)	Loss Exposure		Recognized			Classification
Type
Low income housing partnerships	$	73,582		$	17,398	(a)
Other tax credit investments (b) (c)		21,898			-	Other assets
Small issuer trust preferred holdings (d)		332,985			-	Loans, net of unearned income
On-balance sheet trust preferred securitization		49,361			64,812	(e)
Proprietary residential mortgage securitizations		2,568			-	(f)
Holdings of agency mortgage-backed securities (d)		4,163,313			-	(g)
Commercial loan troubled debt restructurings (h)		42,696			-	Loans, net of unearned income
Sale-leaseback transaction		11,827			-	(i)

• Maximum loss exposure represents $56.2 million of current investments and $17.4 million of accrued contractual funding commitments. Accrued funding commitments represent unconditional contractual obligations for future funding events, and are also recognized in Other liabilities. FHN currently expects to be required to fund these accrued commitments by the end of 2017.
• A liability is not recognized as investments are written down over the life of the related tax credit.
• Maximum loss exposure represents current investment balance. Of the initial investment, $18.0million was funded through loans from community development enterprises.
• Maximum loss exposure represents the value of current investments. A liability is not recognized as FHN is solely a holder of the trusts’ securities.
• Includes $112.5 million classified as Loans, net of unearned income, and $1.7 million classified as Trading securities which are offset by $64.8 million classified as Term borrowings.
• Includes $2.6 million classified as Trading securities.
• Includes $.4 billion classified as Trading securities and $3.8 billion classified as Securities available-for-sale.
• Maximum loss exposure represents $37.5 million of current receivables and $5.2 million of contractual funding commitments on loans related to commercial borrowers involved in a troubled debt restructuring.
• Maximum loss exposure represents the current loan balance plus additional funding commitments less amounts received from the buyer-lessor.

The following table summarizes FHN's nonconsolidated VIEs as of December 31, 2015:
	Maximum		Liability
(Dollars in thousands)	Loss  Exposure		Recognized		Classification
Type
Low income housing partnerships	$	70,530	$	17,968	(a)
Other tax credit investments (b) (c)		20,977		-	Other assets
Small issuer trust preferred holdings (d)		333,906		-	Loans, net of unearned income
On-balance sheet trust preferred securitization		49,809		64,365	(e)
Proprietary residential mortgage securitizations		23,982		-	(f)
Holdings of agency mortgage-backed securities (d)		4,101,454		-	(g)
Commercial loan troubled debt restructurings (h)		27,649		-	Loans, net of unearned income
Sale-leaseback transaction		11,827		-	(i)

• Maximum loss exposure represents $52.6 million of current investments and $18.0 million of accrued contractual funding commitments. Accrued funding commitments represent unconditional contractual obligations for future funding events, and are also recognized in Other liabilities. FHN currently expects to be required to fund these accrued commitments by the end of 2017.
• A liability is not recognized as investments are written down over the life of the related tax credit.
• Maximum loss exposure represents current investment balance. Of the initial investment, $18.0 million was funded through loans from community development enterprises.
• Maximum loss exposure represents the value of current investments. A liability is not recognized as FHN is solely a holder of the trusts’ securities.
• Includes $112.5 million classified as Loans, net of unearned income, and $1.7 million classified as Trading securities which are offset by $64.4 million classified as Term borrowings.
• Includes $.6 million classified as MSR,$4.4 million classified as Trading securities, and $19.0 million of aggregate servicing advances.
• Includes $.4 billion classified as Trading securities and $3.7 billion classified as Securities available-for-sale.
• Maximum loss exposure represents the valueof current receivables. A liability is not recognized as the loans are the only variable interests held in the troubled commercial borrowers’ operations.
• Maximum loss exposure represents the current loan balance plus additional funding commitments less amounts received from the buyer-lessor.

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Derivatives (Tables)

12 Months Ended

Dec. 31, 2016

Derivatives [Abstract]

Derivatives Associated With Fixed Income Trading Activities

The following tables summarize FHN’s derivatives associated with fixed income trading activities as of December 31, 2016 and 2015:
	December 31, 2016
(Dollars in thousands)	Notional		Assets			Liabilities
Customer Interest Rate Contracts	$	1,697,992		$	39,495		$	14,996
Offsetting Upstream Interest Rate Contracts		1,697,992			14,996			39,495
Option Contracts Purchased		17,500			63			-
Option Contracts Written		5,000			-			8
Forwards and Futures Purchased		2,916,750			6,257			26,659
Forwards and Futures Sold		3,085,396			27,330			6,615

	December 31, 2015
(Dollars in thousands)	Notional		Assets			Liabilities
Customer Interest Rate Contracts	$	1,714,443		$	64,640		$	1,943
Offsetting Upstream Interest Rate Contracts		1,714,443			1,943			64,640
Option Contracts Purchased		5,000			27			-
Forwards and Futures Purchased		1,957,524			2,212			1,634
Forwards and Futures Sold		2,168,609			2,149			1,893

Derivatives Associated With Interest Rate Risk Management Activities

The following tables summarize FHN’s derivatives associated with interest rate risk management activities as of and for the years ended December 31, 2016 and 2015:
		December 31, 2016
(Dollars in thousands)		Notional		Assets			Liabilities			Gains/(Losses)
Customer Interest Rate Contracts Hedging
Hedging Instruments and Hedged Items:
	Customer Interest Rate Contracts (a)	$	1,357,920		$	17,566	$	14,277			$	(22,969)
	Offsetting Upstream Interest Rate Contracts (a)		1,357,920			14,277		18,066				22,969
Debt Hedging
Hedging Instruments:
	Interest Rate Swaps (b)	$	900,000		$	1,628	$	7,276			$	(3,552)
Hedged Items:
	Term Borrowings (b)		N/A			N/A	$	900,000	(c)		$	3,429	(d)

		December 31,2015
(Dollars in thousands)		Notional		Assets			Liabilities			Gains/(Losses)
Customer Interest Rate Contracts Hedging
Hedging Instruments and Hedged Items:
	Customer Interest Rate Contracts (a)	$	799,978		$	26,492	$	234			$	604
	Offsetting Upstream Interest Rate Contracts (a)		799,978			234		26,992				(604)
Debt Hedging
Hedging Instruments:
	Interest Rate Swaps (b)	$	1,150,000		$	6,519	$	5,705			$	(23,194)
Hedged Items:
	Term Borrowings (b)		N/A			N/A	$	1,150,000	(c)		$	23,414	(d)

• Gains/losses included in the All other expense section of the ConsolidatedStatements of Income.
• Gains/losses included in the All other income and commissions section of the ConsolidatedStatements of Income.
• Represents par value of term borrowings being hedged.
• Represents gains and losses attributable to changes in fair value due to interest rate risk as designated in ASC 815-20 hedging relationships.

Derivative Associated With Cash Flow Hedges

The following table summarizes FHN’s derivative activities associated with cash flow hedges as of and for the year ended December 31, 2016:

December 31, 2016

(Dollars in thousands)

Notional

Assets

Liabilities

Gains/(Losses)

Cash Flow Hedges

Hedging Instruments:

Interest Rate Swaps (a)

$

250,000

N/A

$

2,045

$

(2,045)

(b)

Hedged Items:

Variability in Cash Flows Related to Debt Instruments (Primarily Loans)

N/A

$

250,000

N/A

N/A

(a) Amount represents the pre-tax gains/(losses) included within AOCI.

(b)Includes approximately $.5 millionof losses expected to be reclassified into earnings in the next twelve months.

Schedule Of Derivative Activities Associated With Trust Preferred Loans

The following tables summarize FHN’s derivative activities associated with held-to-maturity trust preferred loans as of and for the years ended December 31, 2016 and 2015:

December 31,2016

(Dollars in thousands)

Notional

Assets

Liabilities

Gains/(Losses)

Loan Portfolio Hedging

Hedging Instruments:

Interest Rate Swaps

$

6,500

N/A

$

208

$

280

Hedged Items:

Trust Preferred Loans (a)

N/A

$

6,500

(b)

N/A

$

(276)

(c)

December 31,2015

(Dollars in thousands)

Notional

Assets

Liabilities

Gains/(Losses)

Loan Portfolio Hedging

Hedging Instruments:

Interest Rate Swaps

$

6,500

N/A

$

488

$

256

Hedged Items:

Trust Preferred Loans (a)

N/A

$

6,500

(b)

N/A

$

(253)

(c)

• Assets included in the Loans, net of unearned income section of the ConsolidatedStatements of Condition.
• Represents principal balance being hedged.
• Represents gains and losses attributable to changes in fair value due to interest rate risk as designated in ASC 815-20 hedging relationships.

Derivative Assets And Collateral Received

The following table provides details of derivative assets and collateral received as presented on the Consolidated Statements of Condition as of December 31:
								Gross amounts not offset in the
								Statements of Condition
			Gross amounts		Net amounts of		Derivative
	Gross amounts		offset in the		assets presented		liabilities
	of recognized		Statements of		in the Statements		available for		Collateral
(Dollars in thousands)	assets		Condition		of Condition (a)		offset		Received		Net amount
Derivative assets:
2016 (b)	$	87,962	$	-	$	87,962	$	(25,953)	$	(52,888)	$	9,121
2015 (b)		99,828		-		99,828		(9,972)		(89,856)		-

• Included in Derivative assets on the Consolidated Statements of Condition. As of December 31, 2016 and2015, $33.7 million and $4.5 million, respectively, of derivative assets (primarily fixed income forward contracts) have been excluded from these tables because they are generally not subject to master netting or similar agreements.
• 2016 and 2015are comprised entirely of interest rate derivative contracts.

Derivative Liabilities and Collateral Pledged

The following table provides details of derivative liabilities and collateral pledged as presented on the Consolidated Statements of Condition as of December 31:
									Gross amounts not offset in the
									Statements of Condition
			Gross amounts			Net amounts of
	Gross amounts		offset in the		liabilities presented			Derivative
	of recognized		Statements of			in the Statements		assets available		Collateral
(Dollars in thousands)	liabilities		Condition			of Condition (a)		for offset		pledged		Net amount
Derivative liabilities:
2016 (b)	$	96,363	$	-		$	96,363	$	(25,953)	$	(60,746)	$	9,664
2015 (b)		100,002		-			100,002		(9,972)		(62,172)		27,858

• Included in Derivative liabilities on the ConsolidatedStatements of Condition. As ofDecember 31,2016 and 2015, $39.5 million and $8.3 million, respectively, of derivative liabilities (primarily fixed income forward contracts) have been excluded from these tables because they are generally not subject to master netting or similar agreements.
• 2016and 2015 are comprised entirely of interest rate derivative contracts.

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Master Netting And Similar Agreements (Tables)

12 Months Ended

Dec. 31, 2016

Master Netting And Similar Agreements [Abstract]

Securities Purchased Under Agreements To Resell And Collateral Pledged By Counterparties [Table Text Block]

The following table provides details of Securities purchased under agreements to resell as presented on the Consolidated Statements of Condition and collateral pledged by counterparties as of December 31:

								Gross amounts not offset in the
								Statements of Condition
			Gross amounts		Net amounts of		Offsetting		Securities collateral
	Gross amounts		offset in the		assets presented		securities sold		(not recognized on
	of recognized		Statements of		in the Statements		under agreements		FHN's Statements
(Dollars in thousands)	assets		Condition		of Condition		to repurchase		of Condition)		Net amount
Securities purchased under agreements to resell:
2016	$	613,682	$	-	$	613,682	$	(1,628)	$	(603,813)	$	8,241
2015		615,773		-		615,773		(537)		(607,642)		7,594

Securities Sold Under Agreements To Repurchase And Collateral Pledged By Company [Table Text Block]

The following table provides details of Securities sold under agreements to repurchase as presented on the Consolidated Statements of Condition and collateral pledged by FHN as of December 31:

								Gross amounts not offset in the
								Statements of Condition
			Gross amounts		Net amounts of		Offsetting
	Gross amounts		offset in the		liabilities presented		securities
	of recognized		Statements of		in the Statements		purchased under		Securities
(Dollars in thousands)	liabilities		Condition		of Condition		agreements to resell		Collateral		Net amount
Securities sold under agreements to repurchase:
2016	$	453,053	$	-	$	453,053	$	(1,628)	$	(451,414)	$	11
2015		338,133		-		338,133		(537)		(337,523)		73

Schedule of the Remaining Contractual Maturity by Collateral Type of Securities Sold Under Agreements To Repurchase

Due to the short duration of Securities sold under agreements to repurchase and the nature of collateral involved, the risks associated with these transactions are considered minimal. The following tables provide details, by collateral type, of the remaining contractual maturity of Securities sold under agreements to repurchase as of December 31:
	December 31, 2016
	Overnight and
(Dollars in thousands)	Continuous		Up to 30 Days		Total
Securities sold under agreements to repurchase:
U.S. treasuries	$	14,864	$	-	$	14,864
Government agency issued MBS		421,771		-		421,771
Government agency issued CMO		-		16,418		16,418
Total Securities sold under agreements to repurchase	$	436,635	$	16,418	$	453,053
	December 31, 2015
	Overnight and
(Dollars in thousands)	Continuous		Up to 30 Days		Total
Securities sold under agreements to repurchase:
U.S. treasuries	$	7,066	$	-	$	7,066
Government agency issued MBS		229,982		-		229,982
Government agency issued CMO		90,562		10,523		101,085
Total Securities sold under agreements to repurchase	$	327,610	$	10,523	$	338,133

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Fair Value Of Assets And Liabilities (Tables)

12 Months Ended

Dec. 31, 2016

Fair Value Of Assets And Liabilities [Abstract]

Schedule Of Assets And Liabilities Measured At Fair Value On A Recurring Basis

Recurring Fair Value Measurements
The following table presents the balance of assets and liabilities measured at fair value on a recurring basis as of December 31, 2016:
			December 31, 2016
(Dollars in thousands)			Level 1		Level 2		Level 3		Total
Trading securities - fixed income:
	U.S. treasuries		$	-	$	146,988	$	-	$	146,988
	Government agency issued MBS			-		256,611		-		256,611
	Government agency issued CMO			-		150,058		-		150,058
	Other U.S. government agencies			-		52,314		-		52,314
	States and municipalities			-		60,351		-		60,351
	Corporate and other debt			-		227,934		5		227,939
	Equity, mutual funds, and other			-		242		-		242
		Total trading securities - fixed income		-		894,498		5		894,503
Trading securities - mortgage banking				-		-		2,568		2,568
Loans held-for-sale				-		2,345		21,924		24,269
Securities available-for-sale:
	U.S. treasuries			-		100		-		100
	Government agency issued MBS			-		2,208,687		-		2,208,687
	Government agency issued CMO			-		1,547,958		-		1,547,958
	Equity, mutual funds, and other			25,249		-		-		25,249
		Total securities available-for-sale		25,249		3,756,745		-		3,781,994
Other assets:
	Mortgage servicing rights			-		-		985		985
	Deferred compensation assets			32,840		-		-		32,840
	Derivatives, forwards and futures			33,587		-		-		33,587
	Derivatives, interest rate contracts			-		88,025		-		88,025
	Derivatives, other			-		42		-		42
		Total other assets		66,427		88,067		985		155,479
		Total assets	$	91,676	$	4,741,655	$	25,482	$	4,858,813
Trading liabilities - fixed income:
	U.S. treasuries		$	-	$	381,229	$	-	$	381,229
	Other U.S. government agencies			-		844		-		844
	Corporate and other debt			-		179,775		-		179,775
		Total trading liabilities - fixed income		-		561,848		-		561,848
Other liabilities:
	Derivatives, forwards and futures			33,274		-		-		33,274
	Derivatives, interest rate contracts			-		96,371		-		96,371
	Derivatives, other			-		7		6,245		6,252
		Total other liabilities		33,274		96,378		6,245		135,897
		Total liabilities	$	33,274	$	658,226	$	6,245	$	697,745

The following table presents the balance of assets and liabilities measured at fair value on a recurring basis as of December 31, 2015:
			December 31, 2015
(Dollars in thousands)			Level 1		Level 2		Level 3		Total
Trading securities - fixed income:
	U.S. treasuries		$	-	$	64,483	$	-	$	64,483
	Government agency issued MBS			-		258,899		-		258,899
	Government agency issued CMO			-		99,260		-		99,260
	Other U.S. government agencies			-		83,740		-		83,740
	States and municipalities			-		32,729		-		32,729
	Corporate and other debt			-		331,709		5		331,714
	Equity, mutual funds, and other			-		6,253		-		6,253
		Total trading securities - fixed income		-		877,073		5		877,078
Trading securities - mortgage banking				-		-		4,372		4,372
Loans held-for-sale				-		-		27,418		27,418
Securities available-for-sale:
	U.S. treasuries			-		100		-		100
	Government agency issued MBS			-		1,573,611		-		1,573,611
	Government agency issued CMO			-		2,169,683		-		2,169,683
	Other U.S. government agencies			-		102		-		102
	States and municipalities			-		-		1,500		1,500
	Equity, mutual funds, and other			26,434		-		-		26,434
		Total securities available-for-sale		26,434		3,743,496		1,500		3,771,430
Other assets:
	Mortgage servicing rights			-		-		1,841		1,841
	Deferred compensation assets			29,399		-		-		29,399
	Derivatives, forwards and futures			4,361		-		-		4,361
	Derivatives, interest rate contracts			-		99,855		-		99,855
	Derivatives, other			-		149		-		149
		Total other assets		33,760		100,004		1,841		135,605
		Total assets	$	60,194	$	4,720,573	$	35,136	$	4,815,903
Trading liabilities - fixed income:
	U.S. treasuries		$	-	$	284,275	$	-	$	284,275
	Corporate and other debt			-		281,744		-		281,744
		Total trading liabilities - fixed income		-		566,019		-		566,019
Other liabilities:
	Derivatives, forwards and futures			3,527		-		-		3,527
	Derivatives, interest rate contracts			-		100,002		-		100,002
	Derivatives, other			-		-		4,810		4,810
		Total other liabilities		3,527		100,002		4,810		108,339
		Total liabilities	$	3,527	$	666,021	$	4,810	$	674,358

Summary Of Changes In Level 3 Assets And Liabilities Measured At Fair Value

Changes in Recurring Level 3 Fair Value Measurements
The changes in Level 3 assets and liabilities measured at fair value for the years ended December 31, 2016, 2015, and 2014, on a recurring basis are summarized as follows:
			Year Ended December 31, 2016
										Securities			Mortgage
			Trading			Loans held-				available-			servicing			Net derivative
(Dollars in thousands)			securities			for-sale				for-sale			rights, net			liabilities
Balance on January 1, 2016			$	4,377			$	27,418			$	1,500		$	1,841		$	(4,810)
	Total net gains/(losses) included in:
		Net income		604				3,380				-			31			(2,634)
	Purchases			-				706				-			-			-
	Sales			-				-				-			(205)			-
	Settlements			(2,408)				(6,264)				(1,500)			(682)			1,199
	Net transfers into/(out of) Level 3			-				(3,316)	(b)			-			-			-
Balance on December 31, 2016			$	2,573			$	21,924			$	-		$	985		$	(6,245)
Net unrealized gains/(losses) included in net income			$	159	(a)		$	3,380	(a)		$	-		$	-		$	(2,634)	(c)

			Year Ended Decmber 31, 2015
										Securities			Mortgage
			Trading			Loans held-				available-			servicing			Net derivative
(Dollars in thousands)			securities			for-sale				for-sale			rights, net			liabilities
Balance on January 1, 2015			$	5,642			$	27,910			$	3,307		$	2,517		$	(5,240)
	Total net gains/(losses) included in:
		Net income		369				2,765				(47)			-			(775)
	Purchases			-				3,116				-			-			-
	Sales			-				-				(1,760)			-			-
	Settlements			(1,634)				(4,462)				-			(676)			1,205
	Net transfers into/(out of) Level 3			-				(1,911)	(b)			-			-			-
Balance on December 31, 2015			$	4,377			$	27,418			$	1,500		$	1,841		$	(4,810)
Net unrealized gains/(losses) included in net income			$	369	(a)		$	2,765	(a)		$	-		$	-		$	(775)	(c)

				Year Ended December 31, 2014
										Securities available-for-sale					Mortgage
			Trading			Loans held-				Investment			Venture		servicing				Net derivative
(Dollars in thousands)			securities			for-sale				portfolio			capital		rights, net				liabilities
Balance on January 1, 2014			$	7,200			$	230,456			$	3,826	$	4,300		$	72,793			$	(2,915)
Total net gains/(losses) included in:
		Net income		149				52,494				-		(2,995)			1,248				(5,981)
		Other comprehensive income/(loss)		-				-				(64)		-			-				-
	Purchases			1,559				5,654				-		-			-				-
	Sales			(1,715)				(236,975)				-		(5)			(70,204)				-
	Settlements			(1,551)				(19,806)				(455)		(1,300)			(1,320)				3,656
	Net transfers into/(out of) Level 3			-				(3,913)	(b)			-		-			-				-
Balance on December 31, 2014			$	5,642			$	27,910			$	3,307	$	-		$	2,517			$	(5,240)
Net unrealized gains/(losses) included in net income			$	225	(a)		$	1,991	(a)		$	-	$	-		$	43	(a)		$	(5,981)	(c)

• Primarily included in mortgage banking income on the Consolidated Statements of Income.
• Transfers out of recurring loans held-for-sale level 3 balances generally reflect movements out of recurring loans held-for-sale and into real estate acquired by foreclosure (level 3 nonrecurring).
• Included in Other expense.

Nonrecurring Fair Value Measurements

Nonrecurring Fair Value Measurements

From time to time, FHN may be required to measure certain other financial assets at fair value on a nonrecurring basis in accordance with GAAP. These adjustments to fair value usually result from the application of LOCOM accounting or write-downs of individual assets. For assets measured at fair value on a nonrecurring basis which were still held on the balance sheet at December 31, 2016, 2015, and 2014, respectively, the following tables provide the level of valuation assumptions used to determine each adjustment, the related carrying value, and the fair value adjustments recorded during the respective periods.

									Year Ended
	Carrying value at December 31, 2016								December 31, 2016
(Dollars in thousands)	Level 1		Level 2		Level 3		Total		Net gains/(losses)
Loans held-for-sale - SBAs	$	-	$	4,286	$	-	$	4,286	$	(1)
Loans held-for-sale - first mortgages		-		-		638		638		75
Loans, net of unearned income (a)		-		-		31,070		31,070		(2,055)
Real estate acquired by foreclosure (b)		-		-		11,235		11,235		(2,041)
Other assets (c)		-		-		29,609		29,609		(3,349)
									$	(7,371)
									Year Ended
	Carrying value at December 31, 2015								December 31, 2015
(Dollars in thousands)	Level 1		Level 2		Level 3		Total		Net gains/(losses)
Loans held-for-sale - first mortgages	$	-	$	-	$	729	$	729		57
Loans, net of unearned income (a)		-		-		27,026		27,026		4,087
Real estate acquired by foreclosure (b)		-		-		24,977		24,977		(2,868)
Other assets (c)		-		-		24,577		24,577		(4,582)
									$	(3,306)
									Year Ended
	Carrying value at December 31, 2014								December 31, 2014
(Dollars in thousands)	Level 1		Level 2		Level 3		Total		Net gains/(losses)
Loans held-for-sale - SBAs	$	-	$	3,322	$	-	$	3,322	$	46
Loans held-for-sale - first mortgages		-		-		846		846		(470)
Loans, net of unearned income (a)		-		-		40,531		40,531		(801)
Real estate acquired by foreclosure (b)		-		-		30,430		30,430		(3,465)
Other assets (c)		-		-		28,660		28,660		(2,087)
									$	(6,777)

• Represents carrying value of loans for which adjustments are required to be based on the appraised value of the collateral less estimated costs to sell. Write-downs on these loans are recognized as part of provision for loan losses. Gains in 2015 are due to recoveries of previously charged-off amounts.
• Represents the fair value and related losses of foreclosed properties that were measured subsequent to their initial classification as foreclosed assets. Balance excludes foreclosed real estate related to government insured mortgages.
• Represents tax credit investments accounted for under the equity method.

Schedule Of Unobservable Inputs Utilized In Determining The Fair Value Of Level 3 Recurring And Non-Recurring Measurements

Level 3 Measurements
The following tables provide information regarding the unobservable inputs utilized in determining the fair value of level 3 recurring and non-recurring measurements as of December 31, 2016 and 2015:
(Dollars in Thousands)
	Fair Value at
Level 3 Class	December 31, 2016		Valuation Techniques	Unobservable Input	Values Utilized
Trading securities - mortgage	$	2,568	Discounted cash flow	Prepayment speeds	22% - 41%
				Discount rate	29% - 50%
Loans held-for-sale - residential real estate		22,562	Discounted cash flow	Prepayment speeds - First mortgage	2% - 13%
				Prepayment speeds - HELOC	3% - 15%
				Foreclosure losses	50% - 70%
				Loss severity trends - First mortgage	5% - 50% of UPB
				Loss severity trends - HELOC	15% - 100% of UPB
Derivative liabilities, other		6,245	Discounted cash flow	Visa covered litigation resolution amount	$4.4 billion - $5.2 billion
				Probability of resolution scenarios	10% - 30%
				Time until resolution	24 - 54 months
Loans, net of unearned income (a)		31,070	Appraisals from comparable properties	Marketability adjustments for specific properties	0% - 10% of appraisal
			Other collateral valuations	Borrowing base certificates adjustment	20% - 50% of gross value
				Financial Statements/Auction values adjustment	0% - 25% of reported value
Real estate acquired by foreclosure (b)		11,235	Appraisals from comparable properties	Adjustment for value changes since appraisal	0% - 10% of appraisal
Other assets (c)		29,609	Discounted cash flow	Adjustments to current sales yields for specific properties	0% - 15% adjustment to yield
			Appraisals from comparable properties	Marketability adjustments for specific properties	0% - 25% of appraisal

• Represents carrying value of loans for which adjustments are required to be based on the appraised value of the collateral less estimated costs to sell. Write-downs on these loans are recognized as part of provision for loan losses.
• Represents the fair value of foreclosed properties that were measured subsequent to their initial classification as foreclosed assets. Balance excludes foreclosed real estate related to government insured mortgages.
• Represents tax credit investments accounted for under the equity method.

(Dollars in Thousands)
	Fair Value at
Level 3 Class	December 31, 2015		Valuation Techniques	Unobservable Input	Values Utilized
Trading securities - mortgage	$	4,372	Discounted cash flow	Prepayment speeds	42% - 43%
				Discount rate	6% - 63%
Loans held-for-sale - residential real estate		28,147	Discounted cash flow	Prepayment speeds - First mortgage	2% - 20%
				Prepayment speeds - HELOC	3% - 15%
				Foreclosure Losses	45% - 55%
				Loss severity trends - First mortgage	10% - 70% of UPB
				Loss severity trends - HELOC	35% - 100% of UPB
				Draw Rate - HELOC	2% - 12%
Derivative liabilities, other		4,810	Discounted cash flow	Visa covered litigation resolution amount	$4.4 billion - $5.4 billion
				Probability of resolution scenarios	5% - 25%
				Time until resolution	6 - 42 months
Loans, net of unearned income (a)		27,026	Appraisals from comparable properties	Marketability adjustments for specific properties	0% - 10% of appraisal
			Other collateral valuations	Borrowing base certificates adjustment	20% - 50% of gross value
				Financial Statements/Auction values adjustment	0% - 25% of reported value
Real estate acquired by foreclosure (b)		24,977	Appraisals from comparable properties	Adjustment for value changes since appraisal	0% - 10% of appraisal
Other assets (c)		24,577	Discounted cash flow	Adjustments to current sales yields for specific properties	0% - 15% adjustment to yield
			Appraisals from comparable properties	Marketability adjustments for specific properties	0% - 25% of appraisal

• Represents carrying value of loans for which adjustments are required to be based on the appraised value of the collateral less estimated costs to sell. Write-downs on these loans are recognized as part of provision for loan losses.
• Represents the fair value of foreclosed properties that were measured subsequent to their initial classification as foreclosed assets. Balance excludes foreclosed real estate related to government insured mortgages.
• Represents tax credit investments accounted for under the equity method.

Summary Of Differences Between The Fair Value Carrying Amount Of Mortgages Held-For-Sale And Aggregate Unpaid Principal Amount

The following tables reflect the differences between the fair value carrying amount of residential real estate loans held-for-sale measured at fair value in accordance with management’s election and the aggregate unpaid principal amount FHN is contractually entitled to receive at maturity.
		December 31, 2016
(Dollars in thousands)		Fair value carrying amount		Aggregate unpaid principal		Fair value carrying amount less aggregate unpaid principal
Residential real estate loans held-for-sale reported at fair value:
	Total loans	$	24,269	$	35,262		$	(10,993)
	Nonaccrual loans		6,775		12,910			(6,135)
	Loans 90 days or more past due and still accruing		211		331			(120)
		December 31, 2015
(Dollars in thousands)		Fair value carrying amount		Aggregate unpaid principal		Fair value carrying amount less aggregate unpaid principal
Residential real estate loans held-for-sale reported at fair value:
	Total loans	$	27,418	$	41,881		$	(14,463)
	Nonaccrual loans		7,702		14,807			(7,105)
	Loans 90 days or more past due and still accruing		2,181		3,004			(823)

Changes In Fair Value Of Assets And Liabilities Which Fair Value Option Included In Current Period Earnings

Assets and liabilities accounted for under the fair value election are initially measured at fair value with subsequent changes in fair value recognized in earnings. Such changes in the fair value of assets and liabilities for which FHN elected the fair value option are included in current period earnings with classification in the income statement line item reflected in the following table:
				Year Ended
				December 31
(Dollars in thousands)				2016		2015		2014
Changes in fair value included in net income:
	Mortgage banking noninterest income
		Loans held-for-sale	$	3,380	$	2,765	$	52,494

Summary Of Book Value And Estimated Fair Value Of Financial Instruments

The following tables summarize the book value and estimated fair value of financial instruments recorded in the Consolidated Statements of Condition as well as unfunded loan commitments and stand by and other commitments as of December 31, 2016 and 2015.

			December 31, 2016
			Book		Fair Value
(Dollars in thousands)			Value		Level 1		Level 2		Level 3		Total
Assets:
Loans, net of unearned income and allowance for loan losses
	Commercial:
		Commercial, financial and industrial	$	12,058,689	$	-	$	-	$	11,918,374	$	11,918,374
		Commercial real estate		2,101,671		-		-		2,078,306		2,078,306
	Consumer:
		Consumer real estate		4,473,395		-		-		4,385,669		4,385,669
		Permanent mortgage		406,836		-		-		404,930		404,930
		Credit card & other		346,861		-		-		347,577		347,577
Total loans, net of unearned income and allowance for loan losses				19,387,452		-		-		19,134,856		19,134,856
Short-term financial assets:
	Interest-bearing cash			1,060,034		1,060,034		-		-		1,060,034
	Federal funds sold			50,838		-		50,838		-		50,838
	Securities purchased under agreements to resell			613,682		-		613,682		-		613,682
Total short-term financial assets				1,724,554		1,060,034		664,520		-		1,724,554
Trading securities (a)				897,071		-		894,498		2,573		897,071
Loans held-for-sale (a)				111,248		-		6,631		104,617		111,248
Securities available-for-sale (a) (b)				3,943,499		25,249		3,756,745		161,505		3,943,499
Securities held-to-maturity				14,347		-		-		14,773		14,773
Derivative assets (a)				121,654		33,587		88,067		-		121,654
Other assets:
	Tax credit investments			100,105		-		-		98,400		98,400
	Deferred compensation assets			32,840		32,840		-		-		32,840
Total other assets				132,945		32,840		-		98,400		131,240
Nonearning assets:
	Cash & due from banks			373,274		373,274		-		-		373,274
	Fixed income receivables			57,411		-		57,411		-		57,411
	Accrued interest receivable			60,870		-		60,870		-		60,870
Total nonearning assets				491,555		373,274		118,281		-		491,555
Total assets			$	26,824,325	$	1,524,984	$	5,528,742	$	19,516,724	$	26,570,450
Liabilities:
Deposits:
	Defined maturity		$	1,355,133	$	-	$	1,361,104	$	-	$	1,361,104
	Undefined maturity			21,317,230		-		21,317,230		-		21,317,230
Total deposits				22,672,363		-		22,678,334		-		22,678,334
Trading liabilities (a)				561,848		-		561,848		-		561,848
Short-term financial liabilities:
	Federal funds purchased			414,207		-		414,207		-		414,207
	Securities sold under agreements to repurchase			453,053		-		453,053		-		453,053
	Other short-term borrowings			83,177		-		83,177		-		83,177
Total short-term financial liabilities				950,437		-		950,437		-		950,437
Term borrowings:
	Real estate investment trust-preferred			46,032		-		-		49,350		49,350
	Term borrowings - new market tax credit investment			18,000		-		-		17,918		17,918
	Borrowings secured by residential real estate			23,126		-		-		21,969		21,969
	Other long term borrowings			953,498		-		965,066		-		965,066
Total term borrowings				1,040,656		-		965,066		89,237		1,054,303
Derivative liabilities (a)				135,897		33,274		96,378		6,245		135,897
Other noninterest-bearing liabilities:
	Fixed income payables			21,002		-		21,002		-		21,002
	Accrued interest payable			10,336		-		10,336		-		10,336
Total other noninterest-bearing liabilities				31,338		-		31,338		-		31,338
Total liabilities			$	25,392,539	$	33,274	$	25,283,401	$	95,482	$	25,412,157

• Classes are detailed in the recurring and nonrecurring measurement tables.
• Level 3 includes restricted investments in FHLB-Cincinnati stock of $87.9 million and FRB stock of $68.6 million.

			December 31, 2015
			Book		Fair Value
(Dollars in thousands)			Value		Level 1		Level 2		Level 3		Total
Assets:
Loans, net of unearned income and allowance for loan losses
	Commercial:
		Commercial, financial and industrial	$	10,362,753	$	-	$	-	$	10,280,766	$	10,280,766
		Commercial real estate		1,649,776		-		-		1,619,795		1,619,795
	Consumer:
		Consumer real estate		4,685,904		-		-		4,479,333		4,479,333
		Permanent mortgage		435,176		-		-		400,970		400,970
		Credit card & other		342,651		-		-		344,892		344,892
Total loans, net of unearned income and allowance for loan losses				17,476,260		-		-		17,125,756		17,125,756
Short-term financial assets:
	Interest-bearing cash			602,836		602,836		-		-		602,836
	Federal funds sold			114,479		-		114,479		-		114,479
	Securities purchased under agreements to resell			615,773		-		615,773		-		615,773
Total short-term financial assets				1,333,088		602,836		730,252		-		1,333,088
Trading securities (a)				881,450		-		877,073		4,377		881,450
Loans held-for-sale				126,342		-		6,616		119,726		126,342
Securities available-for-sale (a) (b)				3,929,846		26,434		3,743,496		159,916		3,929,846
Securities held-to-maturity				14,320		-		-		15,349		15,349
Derivative assets (a)				104,365		4,361		100,004		-		104,365
Other assets:
	Tax credit investments			91,507		-		-		55,406		55,406
	Deferred compensation assets			29,399		29,399		-		-		29,399
Total other assets				120,906		29,399		-		55,406		84,805
Nonearning assets:
	Cash & due from banks			300,811		300,811		-		-		300,811
	Fixed income receivables			63,660		-		63,660		-		63,660
	Accrued interest receivable			62,497		-		62,497		-		62,497
Total nonearning assets				426,968		300,811		126,157		-		426,968
Total assets			$	24,413,545	$	963,841	$	5,583,598	$	17,480,530	$	24,027,969
Liabilities:
Deposits:
	Defined maturity		$	1,231,876	$	-	$	1,238,044	$	-	$	1,238,044
	Undefined maturity			18,735,602		-		18,735,602		-		18,735,602
Total deposits				19,967,478		-		19,973,646		-		19,973,646
Trading liabilities (a)				566,019		-		566,019		-		566,019
Short-term financial liabilities:
	Federal funds purchased			464,166		-		464,166		-		464,166
	Securities sold under agreements to repurchase			338,133		-		338,133		-		338,133
	Other short-term borrowings			137,861		-		137,861		-		137,861
Total short-term financial liabilities				940,160		-		940,160		-		940,160
Term borrowings:
	Real estate investment trust-preferred			45,964		-		-		49,350		49,350
	Term borrowings - new market tax credit investment			18,000		-		-		17,972		17,972
	Borrowings secured by residential real estate			41,100		-		-		35,469		35,469
	Other long term borrowings			1,207,613		-		1,193,482		-		1,193,482
Total term borrowings				1,312,677		-		1,193,482		102,791		1,296,273
Derivative liabilities (a)				108,339		3,527		100,002		4,810		108,339
Other noninterest-bearing liabilities:
	Fixed income payables			23,072		-		23,072		-		23,072
	Accrued interest payable			14,871		-		14,871		-		14,871
Total other noninterest-bearing liabilities				37,943		-		37,943		-		37,943
Total liabilities			$	22,932,616	$	3,527	$	22,811,252	$	107,601	$	22,922,380

Certain previously reported amounts have been revised to reflect the retroactive effect of the adoption of ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs.” See Note 1- Summary of Significant Accounting Policies for additional information.

• Classes are detailed in the recurring and nonrecurring measurement tables.
• Level 3 includes restricted investments in FHLB-Cincinnati stock of $87.9 million and FRB stock of $65.8 million.

	Contractual Amount				Fair Value
(Dollars in thousands)	December 31, 2016		December 31, 2015		December 31, 2016		December 31, 2015
Unfunded Commitments:
Loan commitments	$	8,744,649	$	7,903,294	$	2,924	$	2,748
Standby and other commitments		277,549		279,272		4,037		4,421

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Parent Company Financial Information (Tables)

12 Months Ended

Dec. 31, 2016

Condensed Financial Information Of Parent Company Only Disclosure [Abstract]

Schedule Of Condensed Statements Of Condition

Following are condensed statements of the parent company:
Statements of Condition	December 31
(Dollars in thousands)	2016		2015
Assets:
Cash	$	226,326	$	138,139
Securities available-for-sale		2,035		2,061
Notes receivable		3,209		3,339
Allowance for loan losses		(925)		(925)
Investments in subsidiaries:
Bank		2,596,582		2,619,715
Non-bank		23,996		27,677
Other assets		189,360		184,570
Total assets	$	3,040,583	$	2,974,576
Liabilities and equity:
Accrued employee benefits and other liabilities	$	141,729	$	140,588
Term borrowings		489,201		489,833
Total liabilities		630,930		630,421
Total equity		2,409,653		2,344,155
Total liabilities and equity	$	3,040,583	$	2,974,576
Certain previously reported amounts have been revised to reflect the retroactive effect of the adoption of ASU 2015-03,"Simplifying the Presentation of Debt Issuance Costs." See Note 1 Summary of Significant Accounting Policies for additional information.

Schedule Of Condensed Statements of Income

Statements of Income	Year Ended December 31
(Dollars in thousands)	2016		2015		2014
Dividend income:
Bank	$	250,000	$	325,000	$	180,000
Non-bank		1,361		1,150		446
Total dividend income		251,361		326,150		180,446
Interest income		-		-		2
Other income/(loss)		(207)		5,884		6,265
Total income		251,154		332,034		186,713
Interest expense:
Short-term debt		-		6		9
Term borrowings		14,238		23,579		23,808
Total interest expense		14,238		23,585		23,817
Compensation, employee benefits and other expense		38,926		36,388		30,400
Total expense		53,164		59,973		54,217
Income/(loss) before income taxes		197,990		272,061		132,496
Income tax benefit		(22,981)		(21,757)		(20,599)
Income/(loss) before equity in undistributed net income of subsidiaries		220,971		293,818		153,095
Equity in undistributed net income/(loss) of subsidiaries:
Bank		9,508		(207,831)		68,836
Non-bank		(3,433)		(108)		588
Net income/(loss) attributable to the controlling interest	$	227,046	$	85,879	$	222,519

Schedule Of Condensed Statements Of Cash Flows

Statements of Cash Flows	Year Ended December 31
(Dollars in thousands)	2016		2015		2014
Operating activities:
Net income/(loss)	$	227,046	$	85,879	$	222,519
Less undistributed net income/(loss) of subsidiaries		6,075		(207,939)		69,424
Income/(loss) before undistributed net income of subsidiaries		220,971		293,818		153,095
Adjustments to reconcile income to net cash provided by operating activities:
Depreciation, amortization, and other		53		(276)		(390)
(Gain)/loss on securities		148		259		(5,736)
Stock-based compensation expense		16,719		12,810		11,351
(Gain)/loss on extinguishment of debt		-		(5,793)		-
Net (increase)/decrease in interest receivable and other assets		(2,228)		(4,544)		(1,836)
Net (decrease)/increase in interest payable and other liabilities		(2,842)		(5,791)		1,505
Total adjustments		11,850		(3,335)		4,894
Net cash provided/(used) by operating activities		232,821		290,483		157,989
Investing activities:
Securities:
Sales and prepayments		275		1,371		4,693
Purchases		(400)		(740)		(40)
Premises and equipment:
Sales/(purchases)		(17)		14		(20)
Decrease/(increase) in interest-bearing cash		-		-		15,800
Return on investment in subsidiary		129		93		150
Investment in subsidiary		-		(9,372)		-
Cash paid for business combination, net		-		(18,251)		-
Net cash provided/(used) by investing activities		(13)		(26,885)		20,583
Financing activities:
Preferred stock:
Cash dividends		(6,200)		(6,200)		(6,200)
Common stock:
Exercise of stock options		22,479		7,219		1,864
Cash dividends		(63,504)		(53,947)		(47,366)
Repurchase of shares		(97,396)		(32,648)		(43,579)
Term borrowings:
Proceeds from issuance of term borrowings		-		495,555		-
Repayment of term borrowings		-		(700,000)		-
Increase/(decrease) in short-term borrowings		-		(3,000)		3,000
Net cash (used)/provided by financing activities		(144,621)		(293,021)		(92,281)
Net increase/(decrease) in cash and cash equivalents		88,187		(29,423)		86,291
Cash and cash equivalents at beginning of year		138,139		167,562		81,271
Cash and cash equivalents at end of year	$	226,326	$	138,139	$	167,562
Total interest paid	$	19,688	$	24,345	$	23,282
Income taxes received from subsidiaries		27,126		32,202		17,053
Certain previously reported amounts have been revised to reflect the retroactive effect of the adoption of ASU 2015-03,"Simplifying the Presentation of Debt Issuance Costs." See Note 1- Summary of Significant Accounting Policies for additional information.

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Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2016	Dec. 31, 2015
Change In Accounting Estimate [Line Items]
Real estate acquired by foreclosure	[1]	$ 16,237	$ 33,063
Foreclosed Properties Acquired In Compliance With Hud Servicing Guidelines [Member]
Change In Accounting Estimate [Line Items]
Real estate acquired by foreclosure		$ 5,000
Deposit Bases [Member]
Change In Accounting Estimate [Line Items]
Intangible assets, amortized period		10 years
Minimum [Member] | Non Accruing [Member]
Change In Accounting Estimate [Line Items]
Impaired commercial loans		$ 1,000
Minimum [Member] | Building [Member]
Change In Accounting Estimate [Line Items]
Useful life of premises and equipment		7 years
Minimum [Member] | Furniture And Fixtures [Member]
Change In Accounting Estimate [Line Items]
Useful life of premises and equipment		3 years
Maximum [Member] | Building [Member]
Change In Accounting Estimate [Line Items]
Useful life of premises and equipment		45 years
Maximum [Member] | Furniture And Fixtures [Member]
Change In Accounting Estimate [Line Items]
Useful life of premises and equipment		15 years

[1] December 31, 2016 and 2015 include $8.1 million and $14.6 million, respectively, of foreclosed residential real estate.

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Financial Information (Schedule of Accounting Changes) (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
New Accounting Pronouncement or Change in
Other Assets	$ 1,406,711	$ 1,436,291
Term borrowings (Note 10)	$ 1,040,656	1,312,677
Accounting Standards Update 201503 [Member]
New Accounting Pronouncement or Change in
Other Assets		(2,499)
Term borrowings (Note 10)		$ (2,499)

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Acquisitions and Divestitures (Narrative) (Details) $ in Thousands	9 Months Ended	10 Months Ended
	Oct. 02, 2015 USD ($) number shares	Oct. 27, 2016 USD ($)	Oct. 17, 2014 USD ($) number	Dec. 31, 2016 USD ($)	Sep. 16, 2016 USD ($)	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)
Business Acquisition [Line Items]
Goodwill				$ 191,371		$ 191,307	$ 145,932	$ 141,943
Trustatlantic Financial Corporation
Business Acquisition [Line Items]
Acquisition date	Oct. 02, 2015
Business Acquisition, Name of Acquired Entity	TrustAtlantic Financial Corporation (“TrustAtlantic Financial” or “TAF”), and its wholly-owned bank subsidiary TrustAtlantic Bank (“TAB”)
Business Acquisition, Description of Acquired Entity	Prior to the acquisition TAF and TAB were headquartered in Raleigh, North Carolina, where TAB had five branches located in the communities of Raleigh, Cary and Greenville
Business Combination, Reason for Business Combination	The acquisition expanded and strengthened FHN’s market share in its Mid-Atlantic region.
Business Combination, Goodwill Recognized, Description	This goodwill is the result of expected operational synergies, expansion in the Mid-Atlantic region and other factors
Number of common shares issued in acquisition | shares	5,093,657
Number Of Bank Branches | number	5
Coastal Securities
Business Acquisition [Line Items]
Expected cash payment to acquire business, gross		$ 160,000
Branch Acquisition [Member]
Business Acquisition [Line Items]
Acquisition date			Oct. 17, 2014
Deposit Premium			3.32%
Number Of Acquired Bank Branches | number			13
As Recorded by FHN | Trustatlantic Financial Corporation
Business Acquisition [Line Items]
Cash payment to acquire business, gross	$ 23,888
Total transaction value	96,679
Assets acquired	399,972
Loans acquired	281,944
Cash and cash equivalents	18,801
Premises and equipment	3,567
Goodwill and intangible assets	0
Deposits assumed	344,088
Goodwill	45,375
As Recorded by FHN | Branch Acquisition [Member]
Business Acquisition [Line Items]
Assets acquired			$ 437,600
Cash and cash equivalents			413,400
Premises and equipment			7,500
Goodwill and intangible assets			15,700
Deposits assumed			437,200
Goodwill			4,000
Acquisition goodwill expected to be tax deductible			$ 4,000
As Acquired [Member] | Trustatlantic Financial Corporation
Business Acquisition [Line Items]
Assets acquired	406,788
Loans acquired	298,050
Cash and cash equivalents	18,801
Premises and equipment	2,353
Goodwill and intangible assets	3,721
Deposits assumed	$ 342,788
As Acquired [Member] | GE Capital Member [Member]
Business Acquisition [Line Items]
Loans acquired				$ 537,400	$ 537,400

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Acqusitions and Divestitures (Schedule of Acquired Assets and Liabilities) (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Oct. 02, 2015	Dec. 31, 2015	Dec. 31, 2016	Dec. 31, 2014	Dec. 31, 2013
Consideration paid:
Equity Consideration		$ (72,791)
Goodwill		$ 191,307	$ 191,371	$ 145,932	$ 141,943
Trustatlantic Financial Corporation | As Acquired
Assets [Abstract]
Cash and cash equivalents	$ 18,801
Securities available-for-sale	73,822
Loans, net of unearned income	298,050
Allowance for loan losses	(4,639)
Core deposit intangible	84
Goodwill	3,721
Premises and equipment	2,353
Real estate acquired by foreclosure	1,018
Deferred tax asset	2,940
Other assets	10,638
Total assets acquired	406,788
Liabilities [Abstract]
Deposits	342,788
Other liabilities	3,173
Total liabilities assumed	345,961
Net assets acquired	60,827
Trustatlantic Financial Corporation | Purchase Accounting Fair Value Adjustments
Assets [Abstract]
Cash and cash equivalents	0
Securities available-for-sale	(10)
Loans, net of unearned income	(16,106)
Allowance for loan losses	4,639
Core deposit intangible	1,866
Goodwill	(3,721)
Premises and equipment	1,214
Real estate acquired by foreclosure	(95)
Deferred tax asset	4,262
Other assets	1,135
Total assets acquired	(6,816)
Liabilities [Abstract]
Deposits	1,300
Other liabilities	1,407
Total liabilities assumed	2,707
Net assets acquired	(9,523)
Trustatlantic Financial Corporation | As Recorded by FHN
Assets [Abstract]
Cash and cash equivalents	18,801
Securities available-for-sale	73,812
Loans, net of unearned income	281,944
Allowance for loan losses	0
Core deposit intangible	1,950
Goodwill	0
Premises and equipment	3,567
Real estate acquired by foreclosure	923
Deferred tax asset	7,202
Other assets	11,773
Total assets acquired	399,972
Liabilities [Abstract]
Deposits	344,088
Other liabilities	4,580
Total liabilities assumed	348,668
Net assets acquired	51,304
Consideration paid:
Equity Consideration	(72,791)
Cash	(23,888)
Total consideration paid	(96,679)
Goodwill	$ 45,375

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Investment Securities (Schedule Of FHN's Investment Securities) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016		Dec. 31, 2015
Schedule of Available-for-sale Securities [Line Items]
Securities available for sale, Amortized Cost	$ 3,971,435	[1]	$ 3,924,348	[2]
Securities available for sale, Gross Unrealized Gains	19,869	[1]	34,003	[2]
Securities available for sale, Gross Unrealized Losses	(47,805)	[1]	(28,505)	[2]
Securities available for sale, Fair Value	3,943,499	[1]	3,929,846	[2]
Pledged available for sale securities	3,300,000		2,900,000
Schedule Of Held To Maturity Securities [Line Items]
Securities held to maturity, Amortized cost	14,347		14,320
Securities held to maturity, Gross Unrealized Gains	426		1,029
Securities held to maturity, Gross Unrealized Losses	0		0
Securities held to maturity, Fair Value	14,773		15,349
FRB [Member]
Schedule of Available-for-sale Securities [Line Items]
Restricted investments	68,600		65,800
FHLB-Cincinnati Stock [Member]
Schedule of Available-for-sale Securities [Line Items]
Restricted investments	87,900		87,900
U.S. treasuries
Schedule of Available-for-sale Securities [Line Items]
Securities available for sale, Amortized Cost	100		100
Securities available for sale, Gross Unrealized Gains	0		0
Securities available for sale, Gross Unrealized Losses	0		0
Securities available for sale, Fair Value	100		100
Government Agency Issued Mortgage-Backed Securities ("MBS")
Schedule of Available-for-sale Securities [Line Items]
Securities available for sale, Amortized Cost	2,217,593		1,555,798
Securities available for sale, Gross Unrealized Gains	14,960		23,437
Securities available for sale, Gross Unrealized Losses	(23,866)		(5,624)
Securities available for sale, Fair Value	2,208,687		1,573,611
Government Agency Issued Collateralized Mortgage Obligations ("CMO")
Schedule of Available-for-sale Securities [Line Items]
Securities available for sale, Amortized Cost	1,566,986		2,181,998
Securities available for sale, Gross Unrealized Gains	4,909		10,566
Securities available for sale, Gross Unrealized Losses	(23,937)		(22,881)
Securities available for sale, Fair Value	1,547,958		2,169,683
Other U.S. Government Agencies
Schedule of Available-for-sale Securities [Line Items]
Securities available for sale, Amortized Cost			102
Securities available for sale, Gross Unrealized Gains			0
Securities available for sale, Gross Unrealized Losses			0
Securities available for sale, Fair Value			102
States And Municipalities
Schedule of Available-for-sale Securities [Line Items]
Securities available for sale, Amortized Cost			1,500
Securities available for sale, Gross Unrealized Gains			0
Securities available for sale, Gross Unrealized Losses			0
Securities available for sale, Fair Value			1,500
Equity and other
Schedule of Available-for-sale Securities [Line Items]
Securities available for sale, Amortized Cost	186,756	[3]	184,850	[4]
Securities available for sale, Gross Unrealized Gains	0	[3]	0	[4]
Securities available for sale, Gross Unrealized Losses	(2)	[3]	0	[4]
Securities available for sale, Fair Value	186,754	[3]	184,850	[4]
Schedule Of Held To Maturity Securities [Line Items]
Securities held to maturity, Amortized cost	0
Securities held to maturity, Fair Value	0
States And Municipalities
Schedule Of Held To Maturity Securities [Line Items]
Securities held to maturity, Amortized cost	4,347		4,320
Securities held to maturity, Gross Unrealized Gains	393		989
Securities held to maturity, Gross Unrealized Losses	0		0
Securities held to maturity, Fair Value	4,740		5,309
Corporate Bonds
Schedule Of Held To Maturity Securities [Line Items]
Securities held to maturity, Amortized cost	10,000		10,000
Securities held to maturity, Gross Unrealized Gains	33		40
Securities held to maturity, Gross Unrealized Losses	0		0
Securities held to maturity, Fair Value	$ 10,033		$ 10,040

[1] Includes $ 3 . 3 billion of securities pledged to secure public deposits, securities sold under agreements to repurchase, and for other purposes.

[2] Includes $ 2.9 billion of securities pledged to secure public deposits, securities sold under agreements to repu rchase, and for other purposes .

[3] Includes restricted investments in FHLB-Cincinnati stock of $ 87 . 9 million and FRB stock of $ 68 . 6 million . The remainder is money market, mutual funds, and cost method investments.

[4] Includes restricted investments in FHLB-Cincinnati stock of $ 87.9 million and FRB stock of $ 65.8 million. The remainder is money market , mutual funds, and cost method investments.

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Investment Securities (Schedule Of Amortized Cost And Fair Value By Contractual Maturity) (Details) - USD ($) $ in Thousands		Dec. 31, 2016		Dec. 31, 2015
Schedule of Investments [Line Items]
Within 1 year, Amortized Cost		$ 100
After 1 year; within 5 years, Amortized Cost		0
After 5 years; within 10 years, Amortized Cost		0
After 10 years, Amortized Cost		0
Subtotal, Amortized Cost		100
Within 1 year, Fair Value		100
After 1 year; within 5 years, Fair Value		0
After 5 years; within 10 years, Fair Value		0
After 10 years, Fair Value		0
Subtotal, Fair Value		100
Securities available for sale, Amortized Cost		3,971,435	[1]	$ 3,924,348	[2]
Securities available for sale, Fair Value		3,943,499	[1]	3,929,846	[2]
HTM, Within 1 year, Amortized Cost		0
HTM, After 1 year; within 5 years, Amortized Cost		0
HTM, After 5 years; within 10 years, Amortized Cost		10,000
HTM, After 10 years, Amortized Cost		4,347
HTM Subtotal, Amortized Cost		14,347
HTM, Within 1 year, Fair Value		0
HTM, After 1 year; within 5 years, Fair Value		0
HTM, After 5 years; within 10 years, Fair Value		10,033
HTM, After 10 years, Fair Value		4,740
HTM Subtotal, Fair Value		14,773
Securities held to maturity, Amortized cost		14,347		14,320
Securities held to maturity, Fair Value		14,773		15,349
Government Agency Issued MBS And CMO
Schedule of Investments [Line Items]
Securities available for sale, Amortized Cost	[3]	3,784,579
Securities available for sale, Fair Value	[3]	3,756,645
Securities held to maturity, Amortized cost	[3]	0
Securities held to maturity, Fair Value	[3]	0
Equity and other
Schedule of Investments [Line Items]
Securities available for sale, Amortized Cost		186,756	[4]	184,850	[5]
Securities available for sale, Fair Value		186,754	[4]	$ 184,850	[5]
Securities held to maturity, Amortized cost		0
Securities held to maturity, Fair Value		$ 0

[1] Includes $ 3 . 3 billion of securities pledged to secure public deposits, securities sold under agreements to repurchase, and for other purposes.

[2] Includes $ 2.9 billion of securities pledged to secure public deposits, securities sold under agreements to repu rchase, and for other purposes .

[3] Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

[4] Includes restricted investments in FHLB-Cincinnati stock of $ 87 . 9 million and FRB stock of $ 68 . 6 million . The remainder is money market, mutual funds, and cost method investments.

[5] Includes restricted investments in FHLB-Cincinnati stock of $ 87.9 million and FRB stock of $ 65.8 million. The remainder is money market , mutual funds, and cost method investments.

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Investment Securities (Schedule Of Realized Gross Gains And Losses On Sale From Available For Sale Portfolio) (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2016		Dec. 31, 2015		Dec. 31, 2014
Schedule of Investments [Line Items]
Gross gains on sales of securities		$ 5,754		$ 5,630		$ 5,867
Gross (losses) on sales of securities		(4,213)		(3,503)		0
Net gain/(loss) on sales of securities	[1]	1,541		2,127		5,867
Venture capital investments	[2]	0		0		(2,995)
Net OTTI recorded	[3]	(200)		(749)		0
Total securities gain/ (loss), net		1,341		1,378		2,872
Proceeds from sales		444,200		69,700		9,200
Equity securities proceeds from sales						1,400
Debt securities gains/(losses), net		1,485		1,836		$ 0
Available For Sale Securities		3,943,499	[4]	3,929,846	[5]
Swap [Member]
Schedule of Investments [Line Items]
Available For Sale Securities		$ 736,000		$ 335,000

[1] Proceeds from sales during 2016 and 2015 were $ 444.2 million and $ 69.7 million, respectively. Proceeds from sales during 2014 were $ 9.2 million, inclusive of $ 1.4 million of equity securities. 2016 includes a $ 1.5 million net gain from exchanges of approximately $ 736 million of AFS debt securities; 2015 includes a $1.8 million gain from an exchange of approximately $ 335 million of AFS debt securities.

[2] Includes losses on sales, write-offs and/or unrealized fair value adjustments related to ventu re capital investments.

[3] OTTI recorded in 2016 and 2015 is related to equity securities.

[4] Includes $ 3 . 3 billion of securities pledged to secure public deposits, securities sold under agreements to repurchase, and for other purposes.

[5] Includes $ 2.9 billion of securities pledged to secure public deposits, securities sold under agreements to repu rchase, and for other purposes .

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Investment Securities (Schedule Of Investments Within The Available For Sale Portfolio That Had Unrealized Losses) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Schedule of Investments [Line Items]
Less than 12 months, Fair Value	$ 2,971,604	$ 1,852,471
Less than 12 months, Unrealized Losses	(42,920)	(15,661)
12 months or longer, Fair Value	116,527	390,343
12 months or longer, Unrealized Losses	(4,885)	(12,844)
Total Fair Value	3,088,131	2,242,814
Total Unrealized Losses	(47,805)	(28,505)
Government Agency Issued Collateralized Mortgage Obligations ("CMO")
Schedule of Investments [Line Items]
Less than 12 months, Fair Value	1,059,471	1,014,843
Less than 12 months, Unrealized Losses	(19,052)	(10,846)
12 months or longer, Fair Value	116,527	359,559
12 months or longer, Unrealized Losses	(4,885)	(12,035)
Total Fair Value	1,175,998	1,374,402
Total Unrealized Losses	(23,937)	(22,881)
Government Agency Issued Mortgage-Backed Securities ("MBS")
Schedule of Investments [Line Items]
Less than 12 months, Fair Value	1,912,126	837,628
Less than 12 months, Unrealized Losses	(23,866)	(4,815)
12 months or longer, Fair Value	0	30,784
12 months or longer, Unrealized Losses	0	(809)
Total Fair Value	1,912,126	868,412
Total Unrealized Losses	(23,866)	$ (5,624)
Total debt securities
Schedule of Investments [Line Items]
Less than 12 months, Fair Value	2,971,597
Less than 12 months, Unrealized Losses	(42,918)
12 months or longer, Fair Value	116,527
12 months or longer, Unrealized Losses	(4,885)
Total Fair Value	3,088,124
Total Unrealized Losses	(47,803)
Equity
Schedule of Investments [Line Items]
Less than 12 months, Fair Value	7
Less than 12 months, Unrealized Losses	(2)
12 months or longer, Fair Value	0
12 months or longer, Unrealized Losses	0
Total Fair Value	7
Total Unrealized Losses	$ (2)

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Loans (Narrative) (Details)	12 Months Ended
	Dec. 31, 2016 USD ($) number		Dec. 31, 2015 USD ($)		Dec. 31, 2014 USD ($)	Sep. 16, 2016 USD ($)	Oct. 02, 2015 USD ($)	Dec. 31, 2013 USD ($)
Accounts, Notes, Loans and Financing Receivable [Line Items]
Troubled debt restructurings loans	$ 285,200,000		$ 296,200,000
Allowance for loan losses	202,068,000		210,242,000		$ 232,448,000			$ 253,809,000
Average balance of impaired loans	310,368,000		337,219,000
Interest income recognized on impaired loan	6,779,000		6,771,000
Loans, net of unearned income	19,589,520,000	[1]	17,686,502,000	[1]	16,230,166,000
Provision for loan losses	11,000,000		9,000,000		27,000,000
Loan loss provision on PCI loans	(500,000)		(500,000)
Allowance - purchased credit impaired loans	723,000		1,682,000		3,185,000
Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Allowance for loan losses	123,250,000		98,796,000
Commercial loans	14,283,610,000		12,111,325,000
Loans pledged to secure potential borrowings from Federal Reserve Bank	7,300,000,000
Allowance - purchased credit impaired loans	319,000		1,173,000
As Acquired | Trustatlantic Financial Corporation
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans acquired							$ 298,050,000
As Acquired | GE Capital Member
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans acquired	537,400,000					$ 537,400,000
As Recorded by FHN | Trustatlantic Financial Corporation
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans acquired							$ 281,944,000
Permanent Mortgage Portfolio Segment
Accounts, Notes, Loans and Financing Receivable [Line Items]
Allowance for loan losses	$ 16,289,000		18,947,000		19,122,000			22,491,000
TDR, reduction of interest rate by increment, basis points	0.25%
TDRS Maturities	40 years
Loans, net of unearned income	$ 423,125,000		454,123,000		538,961,000
Modified interest rate increase	1.00%
Provision for loan losses	$ (3,470,000)		1,279,000		208,000
Allowance - purchased credit impaired loans	0		0		0
Loans Held-For-Sale
Accounts, Notes, Loans and Financing Receivable [Line Items]
Troubled debt restructurings loans	$ 69,300,000		71,500,000
Residential Real Estate
Accounts, Notes, Loans and Financing Receivable [Line Items]
Concentration risk, percentage	25.00%
Consumer Real Estate Portfolio Segment
Accounts, Notes, Loans and Financing Receivable [Line Items]
Concentration risk, percentage	23.00%
Allowance for loan losses	$ 50,357,000		80,614,000		113,011,000			126,785,000
TDRS Maturities	30 years
Loans, net of unearned income	$ 4,523,752,000	[2]	4,766,518,000	[2]	5,048,071,000
Provision for loan losses	(31,983,000)		(26,224,000)		8,793,000
Allowance - purchased credit impaired loans	404,000		508,000		77,000
Allowance For TDRs To Recorded Investment Of TDRs
Accounts, Notes, Loans and Financing Receivable [Line Items]
Troubled debt restructurings loans	$ 44,900,000		$ 50,100,000
Ratio of the allowance for loan losses to loans	16.00%		17.00%
Loans To Mortgage Companies
Accounts, Notes, Loans and Financing Receivable [Line Items]
Percentage contributed in total loan	10.00%
Percentage of commercial & industrial loan portfolio	17.00%
Loans, net of unearned income	$ 2,045,189,000		$ 1,669,908,000
Loans To Mortgage Companies | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loans	2,045,189,000		1,669,908,000
Credit Card & Other
Accounts, Notes, Loans and Financing Receivable [Line Items]
Allowance for loan losses	12,172,000		11,885,000		14,730,000			$ 7,484,000
Loans, net of unearned income	359,033,000		354,536,000		358,131,000
Provision for loan losses	10,890,000		9,993,000		19,046,000
Allowance - purchased credit impaired loans	$ 0		1,000		$ 0
Credit Card
Accounts, Notes, Loans and Financing Receivable [Line Items]
Credit card workout program, granted rate reduction	0.00%
Loans, net of unearned income	$ 191,651,000		190,608,000
Heloc And Real Estate Installment Classes
Accounts, Notes, Loans and Financing Receivable [Line Items]
TDR, reduction of interest rate by increment, basis points	0.25%
Modified interest rate increase	2.00%
Restricted And Secured Consumer Real Estate Loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, net of unearned income	$ 35,900,000		52,800,000
Finance And Insurance Companies
Accounts, Notes, Loans and Financing Receivable [Line Items]
Percentage contributed in total loan	13.00%
Percentage of commercial & industrial loan portfolio	21.00%
Commercial loans	$ 2,600,000,000
Finance Insurance And Loans To Mortgage Companies
Accounts, Notes, Loans and Financing Receivable [Line Items]
Percentage of commercial & industrial loan portfolio	38.00%
Purchased Credit Impaired Loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
Net charge-offs	$ 400,000		1,100,000
Maximum | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Forbearance agreements time period	12 months
Maximum | Permanent Mortgage Portfolio Segment
Accounts, Notes, Loans and Financing Receivable [Line Items]
Modified interest rate time period	5 years
Maximum | Credit Card
Accounts, Notes, Loans and Financing Receivable [Line Items]
Payment reductions, time period	1 year
Credit card workout program, term extension	5 years
Maximum | Heloc And Real Estate Installment Classes
Accounts, Notes, Loans and Financing Receivable [Line Items]
Modified interest rate time period	5 years
Minimum | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Forbearance agreements time period	6 months
Minimum | Non-Accruing
Accounts, Notes, Loans and Financing Receivable [Line Items]
Impaired commercial loans	$ 1,000,000
Minimum | Permanent Mortgage Portfolio Segment
Accounts, Notes, Loans and Financing Receivable [Line Items]
Modified interest rate	2.00%
Modified interest rate time period	5 years
Minimum | Credit Card
Accounts, Notes, Loans and Financing Receivable [Line Items]
Payment reductions, time period	6 months
Minimum | Heloc And Real Estate Installment Classes
Accounts, Notes, Loans and Financing Receivable [Line Items]
Modified interest rate	1.00%
Modified interest rate time period	5 years
Pass | Maximum
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan grades | number	12
Pass | Minimum
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan grades | number	1
Special Mention
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan grades | number	13
Special Mention | Minimum
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan grades | number	13
Substandard
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan grades | number	14
Doubtful
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan grades | number	15
Loss
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan grades | number	16
Loss | Maximum
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan grades | number	16
PD Grade 1
Accounts, Notes, Loans and Financing Receivable [Line Items]
Lowest expected default probability | number	1
PD Grade 1 | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Allowance for loan losses	$ 77,000		130,000
PD Grade 12 | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Allowance for loan losses	6,377,000		2,728,000
PD Grade 13 | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Allowance for loan losses	4,225,000		$ 5,289,000
PD Grade 13 | Minimum
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loans	$ 500,000
LGD Grade 1 | Minimum
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan grades | number	1
LGD Grade 12 | Maximum
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan grades | number	12
Loan Reassessed | Minimum
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loans	$ 1,000,000

[1] December 31, 2016 and 2015 include $28.5 million and $29. 7 million, respectively, of held-to-maturity consumer mortgage loans secured by residential real estate in process of foreclosure.

[2] Balances as of December 31, 201 6 and 2015, include $ 35.9 million and $ 52.8 million of restricted real estate loans, respectively. See Note 21 - Variable Interest Entities for additional information.

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Loans (Schedule Of Loans By Portfolio Segment) (Details) - USD ($) $ in Thousands	Dec. 31, 2016		Dec. 31, 2015		Dec. 31, 2014	Dec. 31, 2013
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, net of unearned income	$ 19,589,520	[1]	$ 17,686,502	[1]	$ 16,230,166
Allowance for loan losses	202,068		210,242		232,448	$ 253,809
Total net loans	19,387,452		17,476,260
Commercial Financial And Industrial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, net of unearned income	12,148,087		10,436,390		9,007,286
Allowance for loan losses	89,398		73,637		67,011	86,446
Commercial Real Estate Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, net of unearned income	2,135,523		1,674,935		1,277,717
Allowance for loan losses	33,852		25,159		18,574	10,603
Consumer Real Estate Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, net of unearned income	4,523,752	[2]	4,766,518	[2]	5,048,071
Allowance for loan losses	50,357		80,614		113,011	126,785
Permanent Mortgage Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, net of unearned income	423,125		454,123		538,961
Allowance for loan losses	16,289		18,947		19,122	22,491
Credit Card And Other Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, net of unearned income	359,033		354,536		358,131
Allowance for loan losses	12,172		11,885		$ 14,730	$ 7,484
Restricted And Secured Consumer Real Estate Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, net of unearned income	$ 35,900		$ 52,800

[1] December 31, 2016 and 2015 include $28.5 million and $29. 7 million, respectively, of held-to-maturity consumer mortgage loans secured by residential real estate in process of foreclosure.

[2] Balances as of December 31, 201 6 and 2015, include $ 35.9 million and $ 52.8 million of restricted real estate loans, respectively. See Note 21 - Variable Interest Entities for additional information.

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Loans (Certain Loans Acquired In Transfer Not Accounted For As Debt Securities Accretable Yield Movement Schedule Rollforward) (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2016	Dec. 31, 2015
Loans [Abstract]
Balance, beginning of period		$ 8,542	$ 14,714
Additions		2,883	3,165
Accretion		(3,963)	(7,184)
Adjustment for payoffs		(6,409)	(3,513)
Adjustment for charge-offs		(674)	(466)
Increase in accretable yield	[1]	6,525	1,826
Other		(33)	0
Balance, end of period		$ 6,871	$ 8,542

[1] Includes changes in the accretable yield due to both transfers from the nonaccretable difference and the impact of changes in the expected timing of the cash flows.

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Loans (Schedule Of Acquired Purchase Credit Impaired Loans By Portfolio Segment) (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Accounts, Notes, Loans and Financing Receivable [Line Items]
Carrying value	$ 46,355	$ 39,716
Unpaid balance	49,863	48,686
Commercial Financial And Industrial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Carrying value	40,368	16,063
Unpaid balance	41,608	18,573
Commercial Real Estate Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Carrying value	4,763	19,929
Unpaid balance	6,514	25,504
Consumer Real Estate Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Carrying value	1,172	3,672
Unpaid balance	1,677	4,533
Credit Card And Other Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Carrying value	52	52
Unpaid balance	$ 64	$ 76

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Loans (Information By Class Related To Individually Impaired Loans) (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2016	Dec. 31, 2015
Accounts, Notes, Loans and Financing Receivable [Line Items]
Recorded Investment		$ 298,778	$ 308,049
Unpaid Principal Balance		336,303	356,694
Related Allowance		45,818	51,032
Average Recorded Investment		310,368	337,219
Interest Income Recognized		6,779	6,771
Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Recorded Investment		51,086	39,527
Unpaid Principal Balance		58,776	52,538
Related Allowance		4,413	4,124
Average Recorded Investment		52,779	58,225
Interest Income Recognized		994	1,227
Consumer [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Recorded Investment		247,692	268,522
Unpaid Principal Balance		277,527	304,156
Related Allowance		41,405	46,908
Average Recorded Investment		257,589	278,994
Interest Income Recognized		5,785	5,544
Impaired Loans With No Related Allowance Recorded [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Recorded Investment		10,419	8,538
Unpaid Principal Balance		16,636	17,140
Related Allowance		0	0
Average Recorded Investment		13,552	14,093
Interest Income Recognized		0	0
Impaired Loans With No Related Allowance Recorded [Member] | Consumer [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Recorded Investment		20,651	19,934
Unpaid Principal Balance		34,553	39,633
Related Allowance		0	0
Average Recorded Investment		19,841	23,086
Interest Income Recognized		0	0
Impaired Loans With Related Allowance Recorded [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Recorded Investment		40,667	30,989
Unpaid Principal Balance		42,140	35,398
Related Allowance		4,413	4,124
Average Recorded Investment		39,227	44,132
Interest Income Recognized		994	1,227
Impaired Loans With Related Allowance Recorded [Member] | Consumer [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Recorded Investment		227,041	248,588
Unpaid Principal Balance		242,974	264,523
Related Allowance		41,405	46,908
Average Recorded Investment		237,748	255,908
Interest Income Recognized		5,785	5,544
General C I [Member] | Impaired Loans With No Related Allowance Recorded [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Recorded Investment		10,419	6,070
Unpaid Principal Balance		16,636	7,751
Related Allowance		0	0
Average Recorded Investment		12,009	9,858
Interest Income Recognized		0	0
General C I [Member] | Impaired Loans With Related Allowance Recorded [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Recorded Investment		34,334	21,063
Unpaid Principal Balance		34,470	23,335
Related Allowance		3,294	2,718
Average Recorded Investment		30,836	23,824
Interest Income Recognized		902	1,047
TRUPs [Member] | Impaired Loans With Related Allowance Recorded [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Recorded Investment		3,209	3,339
Unpaid Principal Balance		3,700	3,700
Related Allowance		925	925
Average Recorded Investment		3,274	12,149
Interest Income Recognized		0	0
Income C R E [Member] | Impaired Loans With No Related Allowance Recorded [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Recorded Investment		0	2,468
Unpaid Principal Balance		0	9,389
Related Allowance		0	0
Average Recorded Investment		1,543	4,091
Interest Income Recognized		0	0
Income C R E [Member] | Impaired Loans With Related Allowance Recorded [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Recorded Investment		1,831	5,170
Unpaid Principal Balance		2,209	6,477
Related Allowance		62	390
Average Recorded Investment		3,757	6,671
Interest Income Recognized		70	148
Residential C R E [Member] | Impaired Loans With No Related Allowance Recorded [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Recorded Investment			0
Unpaid Principal Balance			0
Related Allowance			0
Average Recorded Investment			144
Interest Income Recognized			0
Residential C R E [Member] | Impaired Loans With Related Allowance Recorded [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Recorded Investment		1,293	1,417
Unpaid Principal Balance		1,761	1,886
Related Allowance		132	91
Average Recorded Investment		1,360	1,488
Interest Income Recognized		22	32
Home Equity [Member] | Impaired Loans With No Related Allowance Recorded [Member] | Consumer [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Recorded Investment	[1]	11,383	10,819
Unpaid Principal Balance	[1]	21,662	27,125
Related Allowance	[1]	0	0
Average Recorded Investment	[1]	11,168	12,069
Interest Income Recognized	[1]	0	0
Home Equity [Member] | Impaired Loans With Related Allowance Recorded [Member] | Consumer [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Recorded Investment		84,711	89,434
Unpaid Principal Balance		87,126	91,734
Related Allowance		15,927	14,392
Average Recorded Investment		87,659	87,099
Interest Income Recognized		2,092	2,137
R E Installment Loans [Member] | Impaired Loans With No Related Allowance Recorded [Member] | Consumer [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Recorded Investment	[1]	3,957	4,285
Unpaid Principal Balance	[1]	4,992	5,525
Related Allowance	[1]	0	0
Average Recorded Investment	[1]	4,255	4,609
Interest Income Recognized	[1]	0	0
R E Installment Loans [Member] | Impaired Loans With Related Allowance Recorded [Member] | Consumer [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Recorded Investment		53,409	61,146
Unpaid Principal Balance		54,559	62,148
Related Allowance		12,875	16,886
Average Recorded Investment		57,906	67,032
Interest Income Recognized		1,370	1,460
Permanent Mortgage Portfolio Segment [Member] | Impaired Loans With No Related Allowance Recorded [Member] | Consumer [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Recorded Investment	[1]	5,311	4,830
Unpaid Principal Balance	[1]	7,899	6,983
Related Allowance	[1]	0	0
Average Recorded Investment	[1]	4,418	6,408
Interest Income Recognized	[1]	0	0
Permanent Mortgage Portfolio Segment [Member] | Impaired Loans With Related Allowance Recorded [Member] | Consumer [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Recorded Investment		88,615	97,631
Unpaid Principal Balance		100,983	110,259
Related Allowance		12,470	15,463
Average Recorded Investment		91,838	101,343
Interest Income Recognized		2,310	1,933
Credit Card Other [Member] | Impaired Loans With Related Allowance Recorded [Member] | Consumer [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Recorded Investment		306	377
Unpaid Principal Balance		306	382
Related Allowance		133	167
Average Recorded Investment		345	434
Interest Income Recognized		$ 13	$ 14

[1] All discharged bankruptcy loans are charged down to an estimate of net realizable value and do not carry any allowance.

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Loans (Balances Of Commercial Loan Portfolio Classes, Disaggregated By PD Grade) (Details) $ in Thousands		Dec. 31, 2016 USD ($) number	Dec. 31, 2015 USD ($) number	Dec. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)
Accounts, Notes, Loans and Financing Receivable [Line Items]
Allowance for loan losses		$ 202,068	$ 210,242	$ 232,448	$ 253,809
Total loans collectively evaluated for impairment		19,243,664	17,337,055	15,846,431
Total loans individually evaluated for impairment		298,778	308,049	342,345
Allowance - collectively evaluated for impairment		155,527	157,528	165,635
Allowance - individually evaluated for impairment		45,818	51,032	63,628
Allowance - purchased credit impaired loans		723	1,682	3,185
Purchase credit impaired loans - recorded investment		$ 47,078	$ 41,398	$ 41,390
Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Percent of total commercial loans		100.00%	100.00%
Allowance for loan losses		$ 123,250	$ 98,796
Total loans collectively evaluated for impairment		14,187,074	12,034,633
Total loans individually evaluated for impairment		51,086	39,527
Total commercial loans		14,283,610	12,111,325
Allowance - collectively evaluated for impairment		118,518	93,499
Allowance - individually evaluated for impairment		4,413	4,124
Allowance - purchased credit impaired loans		$ 319	$ 1,173
Percent of loan collectively evaluated for impairment		99.00%	99.00%
Percent of loan individually evaluated for impairment		1.00%	1.00%
Purchase credit impaired loans - recorded investment		$ 45,450	$ 37,165
Percent of loan purchased-credit impaired		0.00%	0.00%
General C I [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total loans collectively evaluated for impairment		$ 9,710,168	$ 8,414,906
Total loans individually evaluated for impairment		44,753	27,133
Total commercial loans		9,795,453	8,458,116
Purchase credit impaired loans - recorded investment		40,532	16,077
Loans To Mortgage Companies [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total loans collectively evaluated for impairment		2,045,189	1,669,908
Total loans individually evaluated for impairment		0	0
Total commercial loans		2,045,189	1,669,908
Purchase credit impaired loans - recorded investment		0	0
TRUPs [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total loans collectively evaluated for impairment	[1]	304,236	305,027
Total loans individually evaluated for impairment	[1]	3,209	3,339
Total commercial loans	[1]	307,445	308,366
Valuation allowance		$ 25,500	$ 25,500
Highest internal grade | number		13	13
Purchase credit impaired loans - recorded investment	[1]	$ 0	$ 0
Income C R E [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total loans collectively evaluated for impairment		2,085,619	1,578,083
Total loans individually evaluated for impairment		1,831	7,638
Total commercial loans		2,092,033	1,602,386
Purchase credit impaired loans - recorded investment		4,583	16,665
Residential C R E [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total loans collectively evaluated for impairment		41,862	66,709
Total loans individually evaluated for impairment		1,293	1,417
Total commercial loans		43,490	72,549
Purchase credit impaired loans - recorded investment		335	4,423
Commercial Loan P D Grade One [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		$ 466,257	$ 565,285
Percent of total commercial loans		3.00%	5.00%
Allowance for loan losses		$ 77	$ 130
Commercial Loan P D Grade One [Member] | General C I [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		465,179	564,684
Commercial Loan P D Grade One [Member] | Loans To Mortgage Companies [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		0	0
Commercial Loan P D Grade One [Member] | TRUPs [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade	[1]	0	0
Commercial Loan P D Grade One [Member] | Income C R E [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		1,078	601
Commercial Loan P D Grade One [Member] | Residential C R E [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		0	0
Commercial Loan P D Grade Two [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		$ 803,012	$ 608,792
Percent of total commercial loans		6.00%	5.00%
Allowance for loan losses		$ 403	$ 320
Commercial Loan P D Grade Two [Member] | General C I [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		791,183	598,402
Commercial Loan P D Grade Two [Member] | Loans To Mortgage Companies [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		0	0
Commercial Loan P D Grade Two [Member] | TRUPs [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade	[1]	0	0
Commercial Loan P D Grade Two [Member] | Income C R E [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		11,742	10,267
Commercial Loan P D Grade Two [Member] | Residential C R E [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		87	123
Commercial Loan P D Grade Three [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		$ 1,107,542	$ 1,003,101
Percent of total commercial loans		8.00%	8.00%
Allowance for loan losses		$ 304	$ 356
Commercial Loan P D Grade Three [Member] | General C I [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		491,386	502,548
Commercial Loan P D Grade Three [Member] | Loans To Mortgage Companies [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		462,486	415,532
Commercial Loan P D Grade Three [Member] | TRUPs [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade	[1]	0	0
Commercial Loan P D Grade Three [Member] | Income C R E [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		153,670	85,021
Commercial Loan P D Grade Three [Member] | Residential C R E [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		0	0
Commercial Loan P D Grade Four [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		$ 1,532,811	$ 1,479,258
Percent of total commercial loans		11.00%	12.00%
Allowance for loan losses		$ 953	$ 1,091
Commercial Loan P D Grade Four [Member] | General C I [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		978,282	877,443
Commercial Loan P D Grade Four [Member] | Loans To Mortgage Companies [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		332,107	432,477
Commercial Loan P D Grade Four [Member] | TRUPs [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade	[1]	0	0
Commercial Loan P D Grade Four [Member] | Income C R E [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		222,422	157,213
Commercial Loan P D Grade Four [Member] | Residential C R E [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		0	12,125
Commercial Loan P D Grade Five [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		$ 1,873,965	$ 1,661,477
Percent of total commercial loans		13.00%	14.00%
Allowance for loan losses		$ 6,670	$ 7,000
Commercial Loan P D Grade Five [Member] | General C I [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		1,232,401	1,169,245
Commercial Loan P D Grade Five [Member] | Loans To Mortgage Companies [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		275,209	263,396
Commercial Loan P D Grade Five [Member] | TRUPs [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade	[1]	0	0
Commercial Loan P D Grade Five [Member] | Income C R E [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		365,653	221,528
Commercial Loan P D Grade Five [Member] | Residential C R E [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		702	7,308
Commercial Loan P D Grade Six [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		$ 2,502,310	$ 1,975,722
Percent of total commercial loans		17.00%	16.00%
Allowance for loan losses		$ 10,403	$ 10,779
Commercial Loan P D Grade Six [Member] | General C I [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		1,540,519	1,190,011
Commercial Loan P D Grade Six [Member] | Loans To Mortgage Companies [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		614,109	387,095
Commercial Loan P D Grade Six [Member] | TRUPs [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade	[1]	0	0
Commercial Loan P D Grade Six [Member] | Income C R E [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		338,344	388,239
Commercial Loan P D Grade Six [Member] | Residential C R E [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		9,338	10,377
Commercial Loan P D Grade Seven [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		$ 2,228,369	$ 1,992,478
Percent of total commercial loans		16.00%	16.00%
Allowance for loan losses		$ 14,010	$ 14,410
Commercial Loan P D Grade Seven [Member] | General C I [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		1,556,117	1,474,613
Commercial Loan P D Grade Seven [Member] | Loans To Mortgage Companies [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		317,283	155,799
Commercial Loan P D Grade Seven [Member] | TRUPs [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade	[1]	0	0
Commercial Loan P D Grade Seven [Member] | Income C R E [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		352,390	348,703
Commercial Loan P D Grade Seven [Member] | Residential C R E [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		2,579	13,363
Commercial Loan P D Grade Eight [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		$ 1,422,786	$ 1,007,359
Percent of total commercial loans		10.00%	8.00%
Allowance for loan losses		$ 25,986	$ 16,520
Commercial Loan P D Grade Eight [Member] | General C I [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		963,359	797,679
Commercial Loan P D Grade Eight [Member] | Loans To Mortgage Companies [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		30,974	15,609
Commercial Loan P D Grade Eight [Member] | TRUPs [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade	[1]	0	0
Commercial Loan P D Grade Eight [Member] | Income C R E [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		425,503	193,338
Commercial Loan P D Grade Eight [Member] | Residential C R E [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		2,950	733
Commercial Loan P D Grade Nine [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		$ 725,767	$ 504,289
Percent of total commercial loans		5.00%	4.00%
Allowance for loan losses		$ 13,857	$ 9,644
Commercial Loan P D Grade Nine [Member] | General C I [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		611,774	453,948
Commercial Loan P D Grade Nine [Member] | Loans To Mortgage Companies [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		4,299	0
Commercial Loan P D Grade Nine [Member] | TRUPs [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade	[1]	0	0
Commercial Loan P D Grade Nine [Member] | Income C R E [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		105,277	48,599
Commercial Loan P D Grade Nine [Member] | Residential C R E [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		4,417	1,742
Commercial Loan P D Grade Ten [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		$ 423,616	$ 332,836
Percent of total commercial loans		3.00%	3.00%
Allowance for loan losses		$ 8,400	$ 5,327
Commercial Loan P D Grade Ten [Member] | General C I [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		355,359	253,658
Commercial Loan P D Grade Ten [Member] | Loans To Mortgage Companies [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		8,663	0
Commercial Loan P D Grade Ten [Member] | TRUPs [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade	[1]	0	0
Commercial Loan P D Grade Ten [Member] | Income C R E [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		50,484	64,728
Commercial Loan P D Grade Ten [Member] | Residential C R E [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		9,110	14,450
Commercial Loan P D Grade Eleven [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		$ 265,371	$ 210,391
Percent of total commercial loans		2.00%	2.00%
Allowance for loan losses		$ 6,556	$ 5,676
Commercial Loan P D Grade Eleven [Member] | General C I [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		238,230	190,647
Commercial Loan P D Grade Eleven [Member] | Loans To Mortgage Companies [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		0	0
Commercial Loan P D Grade Eleven [Member] | TRUPs [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade	[1]	0	0
Commercial Loan P D Grade Eleven [Member] | Income C R E [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		20,600	18,825
Commercial Loan P D Grade Eleven [Member] | Residential C R E [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		6,541	919
Commercial Loan P D Grade Twelve [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		$ 190,094	$ 100,251
Percent of total commercial loans		1.00%	1.00%
Allowance for loan losses		$ 6,377	$ 2,728
Commercial Loan P D Grade Twelve [Member] | General C I [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		170,531	78,463
Commercial Loan P D Grade Twelve [Member] | Loans To Mortgage Companies [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		0	0
Commercial Loan P D Grade Twelve [Member] | TRUPs [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade	[1]	0	0
Commercial Loan P D Grade Twelve [Member] | Income C R E [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		15,395	17,656
Commercial Loan P D Grade Twelve [Member] | Residential C R E [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		4,168	4,132
Commercial Loan P D Grade Thirteen [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		$ 432,571	$ 452,548
Percent of total commercial loans		3.00%	4.00%
Allowance for loan losses		$ 4,225	$ 5,289
Commercial Loan P D Grade Thirteen [Member] | General C I [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		121,276	142,690
Commercial Loan P D Grade Thirteen [Member] | Loans To Mortgage Companies [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		0	0
Commercial Loan P D Grade Thirteen [Member] | TRUPs [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade	[1]	304,236	305,027
Commercial Loan P D Grade Thirteen [Member] | Income C R E [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		6,748	4,572
Commercial Loan P D Grade Thirteen [Member] | Residential C R E [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		311	259
Commercial Loan P D Grade Fourteen Fifteen Sixteen [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		$ 212,603	$ 140,846
Percent of total commercial loans		1.00%	1.00%
Allowance for loan losses		$ 20,297	$ 14,229
Commercial Loan P D Grade Fourteen Fifteen Sixteen [Member] | General C I [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		194,572	120,875
Commercial Loan P D Grade Fourteen Fifteen Sixteen [Member] | Loans To Mortgage Companies [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		59	0
Commercial Loan P D Grade Fourteen Fifteen Sixteen [Member] | TRUPs [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade	[1]	0	0
Commercial Loan P D Grade Fourteen Fifteen Sixteen [Member] | Income C R E [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		16,313	18,793
Commercial Loan P D Grade Fourteen Fifteen Sixteen [Member] | Residential C R E [Member] | Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Commercial loan, Disaggregated by PD grade		$ 1,659	$ 1,178

[1] Balances as of December 31 , 2016 and 2015 , presented net of a $ 25.5 million valuation allowance . Based on the underlying structure of the notes , the highest possible internal grade is " 13 ".

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Loans (Loans by FICO Score, Consumer) (Details)		Dec. 31, 2016	Dec. 31, 2015
HELOC [Member] | FICO score greater than or equal to 740
Accounts, Notes, Loans and Financing Receivable [Line Items]
Average refreshed FICO score percentage		56.90%	55.60%
HELOC [Member] | FICO score 720-739
Accounts, Notes, Loans and Financing Receivable [Line Items]
Average refreshed FICO score percentage		8.80%	9.00%
HELOC [Member] | FICO score 700-719
Accounts, Notes, Loans and Financing Receivable [Line Items]
Average refreshed FICO score percentage		8.60%	8.70%
HELOC [Member] | FICO score 660-699
Accounts, Notes, Loans and Financing Receivable [Line Items]
Average refreshed FICO score percentage		13.20%	13.20%
HELOC [Member] | FICO score 620-659
Accounts, Notes, Loans and Financing Receivable [Line Items]
Average refreshed FICO score percentage		5.60%	6.30%
HELOC [Member] | FICO score less than 620
Accounts, Notes, Loans and Financing Receivable [Line Items]
Average refreshed FICO score percentage	[1]	6.90%	7.20%
HELOC [Member] | Total
Accounts, Notes, Loans and Financing Receivable [Line Items]
Average refreshed FICO score percentage		100.00%	100.00%
R/E Installment Loans [Member] | FICO score greater than or equal to 740
Accounts, Notes, Loans and Financing Receivable [Line Items]
Average refreshed FICO score percentage		70.30%	67.60%
R/E Installment Loans [Member] | FICO score 720-739
Accounts, Notes, Loans and Financing Receivable [Line Items]
Average refreshed FICO score percentage		8.30%	8.60%
R/E Installment Loans [Member] | FICO score 700-719
Accounts, Notes, Loans and Financing Receivable [Line Items]
Average refreshed FICO score percentage		6.80%	7.00%
R/E Installment Loans [Member] | FICO score 660-699
Accounts, Notes, Loans and Financing Receivable [Line Items]
Average refreshed FICO score percentage		8.40%	9.60%
R/E Installment Loans [Member] | FICO score 620-659
Accounts, Notes, Loans and Financing Receivable [Line Items]
Average refreshed FICO score percentage		3.50%	3.70%
R/E Installment Loans [Member] | FICO score less than 620
Accounts, Notes, Loans and Financing Receivable [Line Items]
Average refreshed FICO score percentage	[1]	2.70%	3.50%
R/E Installment Loans [Member] | Total
Accounts, Notes, Loans and Financing Receivable [Line Items]
Average refreshed FICO score percentage		100.00%	100.00%
Permanent Mortgage Portfolio Segment | FICO score greater than or equal to 740
Accounts, Notes, Loans and Financing Receivable [Line Items]
Average refreshed FICO score percentage		45.00%	42.50%
Permanent Mortgage Portfolio Segment | FICO score 720-739
Accounts, Notes, Loans and Financing Receivable [Line Items]
Average refreshed FICO score percentage		9.50%	9.80%
Permanent Mortgage Portfolio Segment | FICO score 700-719
Accounts, Notes, Loans and Financing Receivable [Line Items]
Average refreshed FICO score percentage		9.20%	9.60%
Permanent Mortgage Portfolio Segment | FICO score 660-699
Accounts, Notes, Loans and Financing Receivable [Line Items]
Average refreshed FICO score percentage		17.10%	18.50%
Permanent Mortgage Portfolio Segment | FICO score 620-659
Accounts, Notes, Loans and Financing Receivable [Line Items]
Average refreshed FICO score percentage		9.10%	9.80%
Permanent Mortgage Portfolio Segment | FICO score less than 620
Accounts, Notes, Loans and Financing Receivable [Line Items]
Average refreshed FICO score percentage	[1]	10.10%	9.80%
Permanent Mortgage Portfolio Segment | Total
Accounts, Notes, Loans and Financing Receivable [Line Items]
Average refreshed FICO score percentage		100.00%	100.00%

[1] For this group, a majority of the loan balances had FICO scores at the time of the origination that exceeded 620 but have since deteriorated as the loans have seasoned .

XML

Loans (Accruing And Non-Accruing Loans By Class) (Details) - USD ($) $ in Thousands	Dec. 31, 2016		Dec. 31, 2015		Dec. 31, 2014
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, net of unearned income	$ 19,589,520	[1]	$ 17,686,502	[1]	$ 16,230,166
Commercial Financial And Industrial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, net of unearned income	12,148,087		10,436,390		9,007,286
Consumer Real Estate Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, net of unearned income	4,523,752	[2]	4,766,518	[2]	5,048,071
Commercial Real Estate Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, net of unearned income	2,135,523		1,674,935		1,277,717
Permanent Mortgage Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, net of unearned income	423,125		454,123		538,961
Credit Card And Other Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, net of unearned income	359,033		354,536		$ 358,131
General C I [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, net of unearned income	9,754,921		8,442,039
Loans To Mortgage Companies [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, net of unearned income	2,045,189		1,669,908
TRUPs [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, net of unearned income	307,445	[3]	308,366	[4]
Income C R E [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, net of unearned income	2,087,450		1,585,721
Residential C R E [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, net of unearned income	43,155		68,126
Home Equity [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, net of unearned income	1,691,583		2,083,015
R E Installment Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, net of unearned income	2,830,593		2,679,323
Credit Card
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, net of unearned income	191,651		190,608
Other Consumer Loans Class
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, net of unearned income	167,330		163,875
C&I Purchase Credit Impaired Loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, net of unearned income	40,532		16,077
CRE Purchase Credit Impaired Loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, net of unearned income	4,918		21,088
RE Installment Purchase Credit Impaired Loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, net of unearned income	1,576		4,180
Other Purchased Credit Impaired Loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, net of unearned income	52		53
Accruing
Accounts, Notes, Loans and Financing Receivable [Line Items]
Current	19,377,918		17,433,207
Total Accruing	19,443,873		17,507,404
Accruing | 30-89 Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	42,570		50,896
Accruing | 90+ Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	23,385		23,301
Accruing | Commercial Financial And Industrial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Current	12,105,988		10,401,549
Total Accruing	12,115,351		10,410,077
Accruing | Commercial Financial And Industrial Portfolio Segment [Member] | 30-89 Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	9,106		7,445
Accruing | Commercial Financial And Industrial Portfolio Segment [Member] | 90+ Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	257		1,083
Accruing | Consumer Real Estate Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Current	4,398,825		4,607,774
Total Accruing	4,440,940		4,655,426
Accruing | Consumer Real Estate Portfolio Segment [Member] | 30-89 Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	26,005		30,984
Accruing | Consumer Real Estate Portfolio Segment [Member] | 90+ Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	16,110		16,668
Accruing | Commercial Real Estate Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Current	2,132,446		1,661,668
Total Accruing	2,132,747		1,666,251
Accruing | Commercial Real Estate Portfolio Segment [Member] | 30-89 Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	301		4,422
Accruing | Commercial Real Estate Portfolio Segment [Member] | 90+ Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	0		161
Accruing | Permanent Mortgage Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Current	385,972		412,879
Total Accruing	395,944		422,471
Accruing | Permanent Mortgage Portfolio Segment [Member] | 30-89 Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	4,544		5,601
Accruing | Permanent Mortgage Portfolio Segment [Member] | 90+ Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	5,428		3,991
Accruing | Credit Card And Other Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Current	354,687		349,337
Total Accruing	358,891		353,179
Accruing | Credit Card And Other Portfolio Segment [Member] | 30-89 Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	2,614		2,444
Accruing | Credit Card And Other Portfolio Segment [Member] | 90+ Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	1,590		1,398
Accruing | General C I [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Current	9,720,231		8,413,480
Total Accruing	9,725,453		8,419,173
Accruing | General C I [Member] | 30-89 Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	5,199		5,411
Accruing | General C I [Member] | 90+ Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	23		282
Accruing | Loans To Mortgage Companies [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Current	2,041,408		1,667,334
Total Accruing	2,045,130		1,669,800
Accruing | Loans To Mortgage Companies [Member] | 30-89 Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	3,722		1,971
Accruing | Loans To Mortgage Companies [Member] | 90+ Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	0		495
Accruing | TRUPs [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Current	304,236	[3]	305,027	[4]
Total Accruing	304,236	[3]	305,027	[4]
Accruing | TRUPs [Member] | 30-89 Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	0	[3]	0	[4]
Accruing | TRUPs [Member] | 90+ Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	0	[3]	0	[4]
Accruing | Income C R E [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Current	2,085,455		1,576,954
Total Accruing	2,085,469		1,578,317
Accruing | Income C R E [Member] | 30-89 Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	14		1,363
Accruing | Income C R E [Member] | 90+ Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	0		0
Accruing | Residential C R E [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Current	42,182		66,846
Total Accruing	42,360		66,846
Accruing | Residential C R E [Member] | 30-89 Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	178		0
Accruing | Residential C R E [Member] | 90+ Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	0		0
Accruing | Home Equity [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Current	1,602,640		1,972,286
Total Accruing	1,631,496		2,004,776
Accruing | Home Equity [Member] | 30-89 Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	17,997		21,570
Accruing | Home Equity [Member] | 90+ Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	10,859		10,920
Accruing | R E Installment Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Current	2,794,866		2,631,419
Total Accruing	2,807,868		2,646,470
Accruing | R E Installment Loans [Member] | 30-89 Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	7,844		9,394
Accruing | R E Installment Loans [Member] | 90+ Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	5,158		5,657
Accruing | Credit Card
Accounts, Notes, Loans and Financing Receivable [Line Items]
Current	188,573		187,807
Total Accruing	191,651		190,608
Accruing | Credit Card | 30-89 Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	1,622		1,576
Accruing | Credit Card | 90+ Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	1,456		1,225
Accruing | Other Consumer Loans Class
Accounts, Notes, Loans and Financing Receivable [Line Items]
Current	166,062		161,477
Total Accruing	167,188		162,518
Accruing | Other Consumer Loans Class | 30-89 Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	992		868
Accruing | Other Consumer Loans Class | 90+ Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	134		173
Accruing | C&I Purchase Credit Impaired Loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
Current	40,113		15,708
Total Accruing	40,532		16,077
Accruing | C&I Purchase Credit Impaired Loans | 30-89 Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	185		63
Accruing | C&I Purchase Credit Impaired Loans | 90+ Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	234		306
Accruing | CRE Purchase Credit Impaired Loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
Current	4,809		17,868
Total Accruing	4,918		21,088
Accruing | CRE Purchase Credit Impaired Loans | 30-89 Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	109		3,059
Accruing | CRE Purchase Credit Impaired Loans | 90+ Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	0		161
Accruing | RE Installment Purchase Credit Impaired Loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
Current	1,319		4,069
Total Accruing	1,576		4,180
Accruing | RE Installment Purchase Credit Impaired Loans | 30-89 Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	164		20
Accruing | RE Installment Purchase Credit Impaired Loans | 90+ Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	93		91
Accruing | Other Purchased Credit Impaired Loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
Current	52		53
Total Accruing	52		53
Accruing | Other Purchased Credit Impaired Loans | 30-89 Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	0		0
Accruing | Other Purchased Credit Impaired Loans | 90+ Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	0		0
Non-Accruing
Accounts, Notes, Loans and Financing Receivable [Line Items]
Current	93,158		107,240
Total Non-Accruing	145,647		179,098
Non-Accruing | 30-89 Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	9,612		12,079
Non-Accruing | 90+ Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	42,877		59,779
Non-Accruing | Commercial Financial And Industrial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Current	16,106		3,649
Total Non-Accruing	32,736		26,313
Non-Accruing | Commercial Financial And Industrial Portfolio Segment [Member] | 30-89 Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	374		1,114
Non-Accruing | Commercial Financial And Industrial Portfolio Segment [Member] | 90+ Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	16,256		21,550
Non-Accruing | Consumer Real Estate Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Current	64,953		87,665
Total Non-Accruing	82,812		111,092
Non-Accruing | Consumer Real Estate Portfolio Segment [Member] | 30-89 Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	6,584		8,268
Non-Accruing | Consumer Real Estate Portfolio Segment [Member] | 90+ Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	11,275		15,159
Non-Accruing | Commercial Real Estate Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Current	232		831
Total Non-Accruing	2,776		8,684
Non-Accruing | Commercial Real Estate Portfolio Segment [Member] | 30-89 Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	460		282
Non-Accruing | Commercial Real Estate Portfolio Segment [Member] | 90+ Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	2,084		7,571
Non-Accruing | Permanent Mortgage Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Current	11,867		14,475
Total Non-Accruing	27,181		31,652
Non-Accruing | Permanent Mortgage Portfolio Segment [Member] | 30-89 Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	2,194		2,415
Non-Accruing | Permanent Mortgage Portfolio Segment [Member] | 90+ Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	13,120		14,762
Non-Accruing | Credit Card And Other Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Current	0		620
Total Non-Accruing	142		1,357
Non-Accruing | Credit Card And Other Portfolio Segment [Member] | 30-89 Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	0		0
Non-Accruing | Credit Card And Other Portfolio Segment [Member] | 90+ Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	142		737
Non-Accruing | General C I [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Current	16,106		3,649
Total Non-Accruing	29,468		22,866
Non-Accruing | General C I [Member] | 30-89 Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	374		1,114
Non-Accruing | General C I [Member] | 90+ Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	12,988		18,103
Non-Accruing | Loans To Mortgage Companies [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Current	0		0
Total Non-Accruing	59		108
Non-Accruing | Loans To Mortgage Companies [Member] | 30-89 Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	0		0
Non-Accruing | Loans To Mortgage Companies [Member] | 90+ Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	59		108
Non-Accruing | TRUPs [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Current	0	[3]	0	[4]
Total Non-Accruing	3,209	[3]	3,339	[4]
Non-Accruing | TRUPs [Member] | 30-89 Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	0	[3]	0	[4]
Non-Accruing | TRUPs [Member] | 90+ Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	3,209	[3]	3,339	[4]
Non-Accruing | Income C R E [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Current	232		831
Total Non-Accruing	1,981		7,404
Non-Accruing | Income C R E [Member] | 30-89 Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	460		282
Non-Accruing | Income C R E [Member] | 90+ Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	1,289		6,291
Non-Accruing | Residential C R E [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Current	0		0
Total Non-Accruing	795		1,280
Non-Accruing | Residential C R E [Member] | 30-89 Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	0		0
Non-Accruing | Residential C R E [Member] | 90+ Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	795		1,280
Non-Accruing | Home Equity [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Current	46,964		61,317
Total Non-Accruing	60,087		78,239
Non-Accruing | Home Equity [Member] | 30-89 Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	4,201		6,619
Non-Accruing | Home Equity [Member] | 90+ Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	8,922		10,303
Non-Accruing | R E Installment Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Current	17,989		26,348
Total Non-Accruing	22,725		32,853
Non-Accruing | R E Installment Loans [Member] | 30-89 Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	2,383		1,649
Non-Accruing | R E Installment Loans [Member] | 90+ Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	2,353		4,856
Non-Accruing | Credit Card
Accounts, Notes, Loans and Financing Receivable [Line Items]
Current	0		0
Total Non-Accruing	0		0
Non-Accruing | Credit Card | 30-89 Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	0		0
Non-Accruing | Credit Card | 90+ Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	0		0
Non-Accruing | Other Consumer Loans Class
Accounts, Notes, Loans and Financing Receivable [Line Items]
Current	0		620
Total Non-Accruing	142		1,357
Non-Accruing | Other Consumer Loans Class | 30-89 Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	0		0
Non-Accruing | Other Consumer Loans Class | 90+ Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	142		737
Non-Accruing | C&I Purchase Credit Impaired Loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
Current	0		0
Total Non-Accruing	0		0
Non-Accruing | C&I Purchase Credit Impaired Loans | 30-89 Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	0		0
Non-Accruing | C&I Purchase Credit Impaired Loans | 90+ Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	0		0
Non-Accruing | CRE Purchase Credit Impaired Loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
Current	0		0
Total Non-Accruing	0		0
Non-Accruing | CRE Purchase Credit Impaired Loans | 30-89 Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	0		0
Non-Accruing | CRE Purchase Credit Impaired Loans | 90+ Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	0		0
Non-Accruing | RE Installment Purchase Credit Impaired Loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
Current	0		0
Total Non-Accruing	0		0
Non-Accruing | RE Installment Purchase Credit Impaired Loans | 30-89 Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	0		0
Non-Accruing | RE Installment Purchase Credit Impaired Loans | 90+ Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	0		0
Non-Accruing | Other Purchased Credit Impaired Loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
Current	0		0
Total Non-Accruing	0		0
Non-Accruing | Other Purchased Credit Impaired Loans | 30-89 Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	0		0
Non-Accruing | Other Purchased Credit Impaired Loans | 90+ Days Past Due
Accounts, Notes, Loans and Financing Receivable [Line Items]
Past due	$ 0		$ 0

[1] December 31, 2016 and 2015 include $28.5 million and $29. 7 million, respectively, of held-to-maturity consumer mortgage loans secured by residential real estate in process of foreclosure.

[2] Balances as of December 31, 201 6 and 2015, include $ 35.9 million and $ 52.8 million of restricted real estate loans, respectively. See Note 21 - Variable Interest Entities for additional information.

[3] TRUPS is presented net of the valuation allowance of $25.5 million .

[4] TRUPS is presented net of the valuation allowance of $25.5 million.

XML

Loans (Schedule Of Troubled Debt Restructurings Occurring During The Year) (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2016 USD ($) number	Dec. 31, 2015 USD ($) number
General C I [Member]
Financing Receivable, Modifications [Line Items]
Number | number	8	3
Pre-Modification Outstanding Recorded Investment	$ 23,876	$ 1,818
Post-Modification Outstanding Recorded Investment	$ 22,026	$ 1,754
Commercial Financial And Industrial Portfolio Segment [Member]
Financing Receivable, Modifications [Line Items]
Number | number	8	3
Pre-Modification Outstanding Recorded Investment	$ 23,876	$ 1,818
Post-Modification Outstanding Recorded Investment	$ 22,026	$ 1,754
Income C R E [Member]
Financing Receivable, Modifications [Line Items]
Number | number	1	0
Pre-Modification Outstanding Recorded Investment	$ 100	$ 0
Post-Modification Outstanding Recorded Investment	$ 99	$ 0
Commercial Real Estate Portfolio Segment [Member]
Financing Receivable, Modifications [Line Items]
Number | number	1	0
Pre-Modification Outstanding Recorded Investment	$ 100	$ 0
Post-Modification Outstanding Recorded Investment	$ 99	$ 0
Home Equity [Member]
Financing Receivable, Modifications [Line Items]
Number | number	236	200
Pre-Modification Outstanding Recorded Investment	$ 21,173	$ 22,530
Post-Modification Outstanding Recorded Investment	$ 20,937	$ 22,334
R E Installment Loans [Member]
Financing Receivable, Modifications [Line Items]
Number | number	51	70
Pre-Modification Outstanding Recorded Investment	$ 4,918	$ 5,451
Post-Modification Outstanding Recorded Investment	$ 5,193	$ 5,456
Consumer Real Estate Portfolio Segment [Member]
Financing Receivable, Modifications [Line Items]
Number | number	287	270
Pre-Modification Outstanding Recorded Investment	$ 26,091	$ 27,981
Post-Modification Outstanding Recorded Investment	$ 26,130	$ 27,790
Permanent Mortgage Portfolio Segment [Member]
Financing Receivable, Modifications [Line Items]
Number | number	13	6
Pre-Modification Outstanding Recorded Investment	$ 4,811	$ 2,039
Post-Modification Outstanding Recorded Investment	$ 4,802	$ 2,054
Credit Card And Other Portfolio Segment [Member]
Financing Receivable, Modifications [Line Items]
Number | number	23	24
Pre-Modification Outstanding Recorded Investment	$ 116	$ 115
Post-Modification Outstanding Recorded Investment	$ 110	$ 109
Troubled Debt Restructurings [Member]
Financing Receivable, Modifications [Line Items]
Number | number	332	303
Pre-Modification Outstanding Recorded Investment	$ 54,994	$ 31,953
Post-Modification Outstanding Recorded Investment	$ 53,167	$ 31,707

XML

Loans (Schedule Of Troubled Debt Restructurings Within The Previous 12 Months) (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2016 USD ($) number	Dec. 31, 2015 USD ($) number
General C I [Member]
Financing Receivable, Modifications [Line Items]
Number | number	1	0
Recorded Investment | $	$ 77	$ 0
Residential C R E [Member]
Financing Receivable, Modifications [Line Items]
Number | number	0	1
Recorded Investment | $	$ 0	$ 896
Home Equity [Member]
Financing Receivable, Modifications [Line Items]
Number | number	3	7
Recorded Investment | $	$ 154	$ 308
R E Installment Loans [Member]
Financing Receivable, Modifications [Line Items]
Number | number	3	5
Recorded Investment | $	$ 1,560	$ 185
Commercial Financial And Industrial Portfolio Segment [Member]
Financing Receivable, Modifications [Line Items]
Number | number	1	0
Recorded Investment | $	$ 77	$ 0
Commercial Real Estate Portfolio Segment [Member]
Financing Receivable, Modifications [Line Items]
Number | number	0	1
Recorded Investment | $	$ 0	$ 896
Consumer Real Estate Portfolio Segment [Member]
Financing Receivable, Modifications [Line Items]
Number | number	6	12
Recorded Investment | $	$ 1,714	$ 493
Credit Card And Other Portfolio Segment [Member]
Financing Receivable, Modifications [Line Items]
Number | number	0	5
Recorded Investment | $	$ 0	$ 12
Troubled Debt Restructurings That Subsequently Defaulted [Member]
Financing Receivable, Modifications [Line Items]
Number | number	7	18
Recorded Investment | $	$ 1,791	$ 1,401

XML

Allowance For Loan Losses (Rollforward Of The Allowance For Loan Losses By Portfolio Segment) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016		Dec. 31, 2015		Dec. 31, 2014
Accounts, Notes, Loans and Financing Receivable [Line Items]
Beginning Balance	$ 210,242		$ 232,448		$ 253,809
Charge-offs	(57,639)		(75,856)		(90,446)
Recoveries	38,465		44,650		42,085
Provision for loan losses	11,000		9,000		27,000
Ending Balance	202,068		210,242		232,448
Allowance - individually evaluated for impairment	45,818		51,032		63,628
Allowance - collectively evaluated for impairment	155,527		157,528		165,635
Allowance - purchased credit impaired loans	723		1,682		3,185
Individually evaluated for impairment	298,778		308,049		342,345
Collectively evaluated for impairment	19,243,664		17,337,055		15,846,431
Purchase credit impaired loans - recorded investment	47,078		41,398		41,390
Loans, net of unearned income	19,589,520	[1]	17,686,502	[1]	16,230,166
Commercial Financial And Industrial Portfolio Segment
Accounts, Notes, Loans and Financing Receivable [Line Items]
Beginning Balance	73,637		67,011		86,446
Charge-offs	(18,460)		(22,406)		(20,492)
Recoveries	6,795		13,339		9,666
Provision for loan losses	27,426		15,693		(8,609)
Ending Balance	89,398		73,637		67,011
Allowance - individually evaluated for impairment	4,219		3,643		5,173
Allowance - collectively evaluated for impairment	85,015		69,980		61,806
Allowance - purchased credit impaired loans	164		14		32
Individually evaluated for impairment	47,962		30,472		35,698
Collectively evaluated for impairment	12,059,593		10,389,841		8,966,512
Purchase credit impaired loans - recorded investment	40,532		16,077		5,076
Loans, net of unearned income	12,148,087		10,436,390		9,007,286
Commercial Real Estate Portfolio Segment
Accounts, Notes, Loans and Financing Receivable [Line Items]
Beginning Balance	25,159		18,574		10,603
Charge-offs	(1,371)		(3,550)		(3,741)
Recoveries	1,927		1,876		4,150
Provision for loan losses	8,137		8,259		7,562
Ending Balance	33,852		25,159		18,574
Allowance - individually evaluated for impairment	194		481		796
Allowance - collectively evaluated for impairment	33,503		23,519		14,702
Allowance - purchased credit impaired loans	155		1,159		3,076
Individually evaluated for impairment	3,124		9,055		19,430
Collectively evaluated for impairment	2,127,481		1,644,792		1,222,658
Purchase credit impaired loans - recorded investment	4,918		21,088		35,629
Loans, net of unearned income	2,135,523		1,674,935		1,277,717
Consumer Real Estate Portfolio Segment
Accounts, Notes, Loans and Financing Receivable [Line Items]
Beginning Balance	80,614		113,011		126,785
Charge-offs	(21,993)		(30,068)		(45,391)
Recoveries	23,719		23,895		22,824
Provision for loan losses	(31,983)		(26,224)		8,793
Ending Balance	50,357		80,614		113,011
Allowance - individually evaluated for impairment	28,802		31,278		40,778
Allowance - collectively evaluated for impairment	21,151		48,828		72,156
Allowance - purchased credit impaired loans	404		508		77
Individually evaluated for impairment	153,460		165,684		173,225
Collectively evaluated for impairment	4,368,716		4,596,654		4,874,171
Purchase credit impaired loans - recorded investment	1,576		4,180		675
Loans, net of unearned income	4,523,752	[2]	4,766,518	[2]	5,048,071
Permanent Mortgage Portfolio Segment
Accounts, Notes, Loans and Financing Receivable [Line Items]
Beginning Balance	18,947		19,122		22,491
Charge-offs	(1,591)		(3,141)		(5,891)
Recoveries	2,403		1,687		2,314
Provision for loan losses	(3,470)		1,279		208
Ending Balance	16,289		18,947		19,122
Allowance - individually evaluated for impairment	12,470		15,463		16,627
Allowance - collectively evaluated for impairment	3,819		3,484		2,495
Allowance - purchased credit impaired loans	0		0		0
Individually evaluated for impairment	93,926		102,461		113,459
Collectively evaluated for impairment	329,199		351,662		425,502
Purchase credit impaired loans - recorded investment	0		0		0
Loans, net of unearned income	423,125		454,123		538,961
Credit Card & Other
Accounts, Notes, Loans and Financing Receivable [Line Items]
Beginning Balance	11,885		14,730		7,484
Charge-offs	(14,224)		(16,691)		(14,931)
Recoveries	3,621		3,853		3,131
Provision for loan losses	10,890		9,993		19,046
Ending Balance	12,172		11,885		14,730
Allowance - individually evaluated for impairment	133		167		254
Allowance - collectively evaluated for impairment	12,039		11,717		14,476
Allowance - purchased credit impaired loans	0		1		0
Individually evaluated for impairment	306		377		533
Collectively evaluated for impairment	358,675		354,106		357,588
Purchase credit impaired loans - recorded investment	52		53		10
Loans, net of unearned income	$ 359,033		$ 354,536		$ 358,131

[1] December 31, 2016 and 2015 include $28.5 million and $29. 7 million, respectively, of held-to-maturity consumer mortgage loans secured by residential real estate in process of foreclosure.

[2] Balances as of December 31, 201 6 and 2015, include $ 35.9 million and $ 52.8 million of restricted real estate loans, respectively. See Note 21 - Variable Interest Entities for additional information.

XML

Premises, Equipment And Leases (Narrative) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Property Plant And Equipment [Abstract]
Maximum duration of noncancelable operating leases, time period	30 years
Impairment losses	$ (5.0)	$ (1.1)
Gain/(loss) on sale of properties, before applicable income taxes	$ 1.8	$ 3.7

XML

Premises, Equipment And Leases (Summary of Premises and Equipment) (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Property Plant And Equipment [Abstract]
Land	$ 63,463	$ 67,442
Buildings	342,027	343,797
Leasehold Improvements	26,956	31,270
Furniture, fixtures, and equipment	180,435	194,072
Premises and equipment, at cost	612,881	636,581
Less accumulated depreciation and amortization	323,496	360,962
Premises and equipment, net	$ 289,385	$ 275,619

XML

Premises, Equipment And Leases (Minimum Future Lease Payments For Noncancelable Operating Leases On Premises And Equipment ) (Details) $ in Thousands	Dec. 31, 2016 USD ($)
Property Plant And Equipment [Abstract]
2017	$ 18,847
2018	16,681
2019	14,175
2020	12,668
2021	11,290
2022 and after	42,742
Total minimum lease payments	$ 116,403

XML

Premises, Equipment And Leases (Rent Expense Incurred Under All Operating Lease Obligations) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Property Plant And Equipment [Abstract]
Rent expense, gross	$ 20,812	$ 18,166	$ 20,123
Sublease income	(477)	(5)	(213)
Rent expense, net	$ 20,335	$ 18,161	$ 19,910

XML

Intangible Assets (Narrative) (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Goodwill And Intangible Assets Disclosure [Abstract]
Gross carrying amount of other intangible assets	$ 72,300
Intangible assets accumulated amortization	51,300
Estimated aggregate amortization expense, Year 2017	4,900
Estimated aggregate amortization expense, Year 2018	4,700
Estimated aggregate amortization expense, Year 2019	4,500
Estimated aggregate amortization expense, Year 2020	1,700
Estimated aggregate amortization expense, Year 2021	1,600
Goodwill [Line Items]
Goodwill	191,371	$ 191,307	$ 145,932	$ 141,943
Non Strategic [Member]
Goodwill [Line Items]
Gross goodwill	200,000
Accumulated impairments	114,100
Accumulated divestiture related write-offs	85,900
Goodwill	$ 0

XML

Intangible Assets (Summary Of Intangible Assets, Net Of Accumulated Amortization Included In The Consolidated Statements) (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2016		Dec. 31, 2015		Dec. 31, 2014
Goodwill And Intangible Assets Disclosure [Abstract]
Goodwill, Beginning balance		$ 191,307		$ 145,932		$ 141,943
Goodwill, Amortization expense		0		0		0
Goodwill, Additions		64	[1]	45,375	[2]	3,989	[2]
Goodwill, Ending balance		191,371		191,307		145,932
Other Intangible Assets, Beginning Balance	[3]	26,215		29,518		21,988
Other Intangible Assets, Amortization expense	[3]	(5,198)		(5,253)		(4,170)
Other Intangible Assets, Additions	[3]	0		1,950		11,700
Other Intangible Assets, Ending Balance	[3]	$ 21,017		$ 26,215		$ 29,518

[1] The 2016 increase in goodwill was for tax adjustments related to the TAF acquisition.

[2] See Note 2-Acquisitions and Divestures for further details regarding goodwill related to acquisitions

[3] Represents customer lists, acquired contracts, core deposit intangibles, and covenants not to compete

XML

Intangible Assets (Summary Of Gross Goodwill And Accumulated Impairment Losses And Write-Offs Detailed By Reportable Segments) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016		Dec. 31, 2015		Dec. 31, 2014		Dec. 31, 2013
Goodwill [Line Items]
Goodwill	$ 191,371		$ 191,307		$ 145,932		$ 141,943
Additions	64	[1]	45,375	[2]	3,989	[2]
Impairments	0		0		0
Divestitures	0		0		0
Regional Banking [Member]
Goodwill [Line Items]
Goodwill	93,367		93,303		47,928		43,939
Additions	64		45,375		3,989
Impairments	0		0		0
Divestitures	0		0		0
Fixed Income [Member]
Goodwill [Line Items]
Goodwill	98,004		98,004		98,004		$ 98,004
Additions	0		0		0
Impairments	0		0		0
Divestitures	$ 0		$ 0		$ 0

[1] The 2016 increase in goodwill was for tax adjustments related to the TAF acquisition.

[2] See Note 2-Acquisitions and Divestures for further details regarding goodwill related to acquisitions

XML

Time Deposit Maturities (Schedule of Time Deposits Included in Interest-Bearing Deposits) (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Maturities Of Time Deposits [Abstract]
2017	$ 960,031
2018	144,921
2019	96,875
2020	80,075
2021	49,002
2022 and after	24,229
Total	1,355,133
Total certificates of deposit $100,000 and more	648,433	$ 443,389
Time Deposits A Or Above FDIC Insurance Limit	$ 500,000

XML

Short-Term Borrowings (Narrative) (Details) $ in Millions	12 Months Ended
	Dec. 31, 2016 USD ($)
Fixed Income [Member]
Short Term Debt [Line Items]
Fair value of fixed income trading securities pledged to secure other short-term borrowings	$ 68.9
Federal Funds Purchased [Member]
Short Term Debt [Line Items]
Maximum maturity days	90 days
Securities Sold Under Agreements To Repurchase [Member]
Short Term Debt [Line Items]
Maximum maturity days	90 days
Trading Liabilities [Member]
Short Term Debt [Line Items]
Maximum holding days	90 days
Other Short Term Borrowings [Member]
Short Term Debt [Line Items]
Maximum original maturity period	1 year

XML

Short-Term Brorrowings (Summary of Short-Term Borrowings) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Federal Funds Purchased [Member]
Short Term Debt [Line Items]
Average balance	$ 589,223	$ 705,054	$ 1,101,910
Year-end balance	414,207	464,166	1,037,052
Maximum month-end outstanding	$ 695,083	$ 1,228,125	$ 1,247,295
Average rate for the year	0.52%	0.26%	0.25%
Average rate at year-end	0.73%	0.50%	0.25%
Securities Sold Under Agreements To Repurchase [Member]
Short Term Debt [Line Items]
Average balance	$ 425,452	$ 370,097	$ 447,801
Year-end balance	453,053	338,133	562,214
Maximum month-end outstanding	$ 528,024	$ 524,191	$ 562,214
Average rate for the year	0.08%	0.06%	0.08%
Average rate at year-end	0.08%	0.09%	0.06%
Trading Liabilities [Member]
Short Term Debt [Line Items]
Average balance	$ 771,039	$ 733,189	$ 633,867
Year-end balance	561,848	566,019	594,314
Maximum month-end outstanding	$ 874,076	$ 866,005	$ 718,767
Average rate for the year	1.95%	2.18%	2.43%
Average rate at year-end	2.46%	2.41%	2.60%
Other Short Term Borrowings [Member]
Short Term Debt [Line Items]
Average balance	$ 198,440	$ 164,951	$ 531,984
Year-end balance	83,177	137,861	157,218
Maximum month-end outstanding	$ 792,736	$ 339,468	$ 1,829,141
Average rate for the year	0.67%	0.67%	0.30%
Average rate at year-end	0.96%	0.82%	0.56%

XML

Term Borrowings (Schedule Of Information Pertaining To Term Borrowings) (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2016		Dec. 31, 2015		Dec. 31, 2014
Debt Instrument [Line Items]
Term borrowings		$ 1,040,656		$ 1,312,677
Loans, net of unearned income		19,589,520	[1]	17,686,502	[1]	$ 16,230,166
Retail Real Estate Residential [Member]
Debt Instrument [Line Items]
Loans, net of unearned income		$ 35,900		$ 52,800
Debt Instrument Maturity Date - 4/1/16 - 5.65%
Debt Instrument [Line Items]
Debt instrument maturity date				Apr. 01, 2016
Debt instrument interest rate				5.65%
Debt Instrument Maturity Date - 12/1/19 - 2.95%
Debt Instrument [Line Items]
Debt instrument maturity date		Dec. 01, 2019
Debt instrument interest rate		2.95%
Debt Instrument Maturity Date - 12/22/2037
Debt Instrument [Line Items]
Debt instrument maturity date		Dec. 22, 2037
Debt instrument interest rate at period end		1.26%		0.81%
Debt Instrument Maturity Date - 8/2/18 - 0.00%
Debt Instrument [Line Items]
Debt instrument maturity date		Aug. 02, 2018
Debt instrument interest rate		0.00%
Debt Instrument Maturity Date - 12/15/20 - 3.50%
Debt Instrument [Line Items]
Debt instrument maturity date		Dec. 15, 2020
Debt instrument interest rate		3.50%
Debt Insturment Maturity Date - 3/31/31 - 9.50%
Debt Instrument [Line Items]
Debt instrument maturity date		Mar. 31, 2031
Debt instrument interest rate		9.50%
Debt Insturment Maturity Date - 10/25/34
Debt Instrument [Line Items]
Debt instrument maturity date		Oct. 25, 2034
Debt instrument interest rate at period end		0.93%		0.59%
Debt Instrument Maturity Date - 10/25/18 - 4.97%
Debt Instrument [Line Items]
Debt instrument maturity date		Oct. 25, 2018
Debt instrument interest rate		4.97%
Debt Instrument Maturity Date - 2/1/33 - 4.97%
Debt Instrument [Line Items]
Debt instrument maturity date		Feb. 01, 2033
Debt instrument interest rate		4.97%
Debt Instrument Maturity Date - 8/8/36 - 2.38%
Debt Instrument [Line Items]
Debt instrument maturity date		Aug. 08, 2036
Debt instrument interest rate		2.38%
First Tennessee Bank National Association [Member] | Subordinated Debt | Debt Instrument Maturity Date - 4/1/16 - 5.65%
Debt Instrument [Line Items]
Term borrowings	[2],[3]	$ 0		$ 252,848
First Tennessee Bank National Association [Member] | Senior capital notes | Debt Instrument Maturity Date - 12/1/19 - 2.95%
Debt Instrument [Line Items]
Term borrowings	[3]	399,384		400,567
First Tennessee Bank National Association [Member] | Federal Home Loan Bank Borrowings | Debt Instrument Maturity Date - 8/2/18 - 0.00%
Debt Instrument [Line Items]
Term borrowings		100		0
First Tennessee Bank National Association [Member] | Collateralized By Loans [Member] | Debt Instrument Maturity Date - 12/22/2037
Debt Instrument [Line Items]
Term borrowings	[4]	64,812		64,365
First Horizon National Corporation | Senior capital notes | Debt Instrument Maturity Date - 12/15/20 - 3.50%
Debt Instrument [Line Items]
Term borrowings	[3]	489,202		489,833
FT Real Estate Securities Company, Inc. [Member] | Cumulative Preferred | Debt Insturment Maturity Date - 3/31/31 - 9.50%
Debt Instrument [Line Items]
Term borrowings	[2]	46,032		45,964
First Horizon ABS Trusts [Member] | Collateralized By Loans [Member] | Debt Insturment Maturity Date - 10/25/34
Debt Instrument [Line Items]
Term borrowings	[5]	23,126		41,100
First Tennessee New Market Corporation Investments [Member] | Debt Instrument Maturity Date - 10/25/18 - 4.97%
Debt Instrument [Line Items]
Term borrowings		7,301		7,301
First Tennessee New Market Corporation Investments [Member] | Debt Instrument Maturity Date - 2/1/33 - 4.97%
Debt Instrument [Line Items]
Term borrowings		8,000		8,000
First Tennessee New Market Corporation Investments [Member] | Debt Instrument Maturity Date - 8/8/36 - 2.38%
Debt Instrument [Line Items]
Term borrowings		$ 2,699		$ 2,699

[1] December 31, 2016 and 2015 include $28.5 million and $29. 7 million, respectively, of held-to-maturity consumer mortgage loans secured by residential real estate in process of foreclosure.

[2] A portion q ualifie s for total capital under the risk-based capital guidelines.

[3] Changes in the fair value of debt attributable to interest rate risk are hedged. Refer to Note 22 – Derivatives.

[4] Secured by trust preferred loans.

[5] On De cember 31, 2016 and 2015, borrowings secured by $35.9 million and $52.8 million, respectively, of residential real estate loans.

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Term Borrowings (Schedule Of Annual Principal Repayment Requirements) (Details) $ in Thousands	Dec. 31, 2016 USD ($)
Long Term Debt [Abstract]
2017	$ 0
2018	7,401
2019	400,000
2020	500,000
2021	0
2022 and after	$ 145,637

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Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	12 Months Ended
	Jan. 31, 2013	Dec. 31, 2005	Dec. 31, 2000	Dec. 31, 2016	Dec. 31, 2015
Preferred Units [Line Items]
Preferred shares issued				1,000	1,000
Noncontrolling interest, subsidiary preferred stock				$ 0.6	$ 0.6
Liquidation preference per share				$ 100,000	$ 100,000
Series A Preferred Stock [Member] | Fhn [Member]
Preferred Units [Line Items]
Preferred shares issued	1,000
Aggregate liquidation preference	$ 100.0
Proceeds from issuance of preferred stock	$ 96.0
Percentage of cumulative preferred stock	6.20%
Value of depositary share	0.025%
Preferred Class B [Member] | FT Real Estate Securities Company, Inc. [Member]
Preferred Units [Line Items]
Percentage of cumulative preferred stock			9.50%
Stock Issued During Period Shares New Issues			50
Preferred shares redemption date			Mar. 31, 2031
Liquidation preference per share			$ 1,000,000
Preferred Class B [Member] | Noncontrolling Interest [Member]
Preferred Units [Line Items]
Stock Issued During Period Shares New Issues			47
Noncumulative Preferred Stock [Member] | First Tennessee Bank National Association [Member]
Preferred Units [Line Items]
Stock Issued During Period Shares New Issues		300,000
Liquidation preference per share		$ 1,000
Preferred stock dividends, variable rate basis, three month LIBOR		three month LIBOR
Declared And Accrued Preferred Stock Basis Spread on Variable Rate		0.85%
Declared And Accrued Preferred Stock Dividend Fixed Rate		3.75%
Class A Preferred Stock [Member] | First Tennessee Bank National Association [Member]
Preferred Units [Line Items]
Noncontrolling interest, subsidiary preferred stock				$ 294.8	$ 294.8

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Regulatory Capital And Restrictions (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Jan. 01, 2017
Undivided profits		$ 1,029,032	$ 874,303
Dividend paid to parent company	$ 40,000	250,000	325,000
First Tennessee Bank National Association [Member]
Undivided profits		838,700
Available amount for dividend without prior regulatory approval		$ (132,500)		$ (132,500)
Percent of capital stock and surplus threshold for credit extension to affiliates		20.00%
Maximum amount of credit bank may extend to all affliates		$ 624,800
Maximum amount of credit bank may extend to parent and certain financial subsidiaries		$ 312,400
Number of years most recently completed		2 years
Number of immediately preceding years		2 years
Percent of capital stock and surplus threshold for credit extension to parent and certain financial subsidiaries		10.00%
First Tennessee Bank National Association [Member] | Minimum [Member]
Cash reserve required		$ 259,200	188,300
Vault cash used to meet cash reserve requirements		158,900	$ 146,600
Fhn [Member]
Covered Transactions		400
All Affiliates Member [Member]
Covered Transactions		362,200
FTN Financial Securities Corporation [Member]
Total Equity investment from FTBNA		$ 361,900

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Regulatory Capital And Restrictions (Summary Of Actual Capital Amounts And Ratios) (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
FHN
Compliance With Regulatory Capital Requirements Under Banking Regulations [Line Items]
Total Capital, Actual Amount	$ 2,926,010	$ 2,836,715
Total Capital, Actual Ratio	12.24%	13.01%
Tier 1 Capital, Actual Amount	$ 2,671,871	$ 2,572,141
Tier 1 Capital, Actual Ratio	11.17%	11.79%
Common Equity Tier 1 Capital, Actual Amount	$ 2,377,987	$ 2,278,580
Common Equity Tier 1 Capital, Actual Ratio	9.94%	10.45%
Leverage, Actual Amount	$ 2,671,871	$ 2,572,141
Leverage, Actual Ratio	9.35%	9.85%
Total Capital, Capital Adequacy Purposes, Amount	$ 1,913,133	$ 1,744,961
Total Capital, Capital Adequacy, Ratio	8.00%	8.00%
Tier 1 Capital, Capital Adequacy Purposes, Amount	$ 1,434,849	$ 1,308,721
Tier 1 Capital, Capital Adequacy Purposes, Ratio	6.00%	6.00%
Common Equity Tier 1 Capital, Capital Adequacy Purposes, Amount	$ 1,076,137	$ 981,541
Common Equity Tier 1 Capital, Capital Adequacy Purposes, Ratio	4.50%	4.50%
Leverage, Capital Adequacy Purposes, Amount	$ 1,143,250	$ 1,044,378
Leverage, Capital Adequacy Purposes, Ratio	4.00%	4.00%
First Tennessee Bank National Association
Compliance With Regulatory Capital Requirements Under Banking Regulations [Line Items]
Total Capital, Actual Amount	$ 2,762,271	$ 2,768,625
Total Capital, Actual Ratio	11.78%	13.09%
Tier 1 Capital, Actual Amount	$ 2,538,382	$ 2,525,912
Tier 1 Capital, Actual Ratio	10.83%	11.95%
Common Equity Tier 1 Capital, Actual Amount	$ 2,298,080	$ 2,284,646
Common Equity Tier 1 Capital, Actual Ratio	9.80%	10.81%
Leverage, Actual Amount	$ 2,538,382	$ 2,525,912
Leverage, Actual Ratio	9.16%	10.06%
Total Capital, Capital Adequacy Purposes, Amount	$ 1,875,780	$ 1,691,477
Total Capital, Capital Adequacy, Ratio	8.00%	8.00%
Tier 1 Capital, Capital Adequacy Purposes, Amount	$ 1,406,835	$ 1,268,608
Tier 1 Capital, Capital Adequacy Purposes, Ratio	6.00%	6.00%
Common Equity Tier 1 Capital, Capital Adequacy Purposes, Amount	$ 1,055,126	$ 951,456
Common Equity Tier 1 Capital, Capital Adequacy Purposes, Ratio	4.50%	4.50%
Leverage, Capital Adequacy Purposes, Amount	$ 1,108,406	$ 1,004,207
Leverage, Capital Adequacy Purposes, Ratio	4.00%	4.00%
Total Capital, To Be Well Capitalized Under Prompt Corrective Action Provisions, Amount	$ 2,344,725	$ 2,114,346
Total Capital, To Be Well Capitalized Under Prompt Corrective Action Provisions, Ratio	10.00%	10.00%
Tier 1 Capital, To Be Well Capitalized Under Prompt Corrective Action Provisions, Amount	$ 1,875,780	$ 1,691,477
Tier 1 Capital, To Be Well Capitalized Under Prompt Corrective Action Provisions, Ratio	8.00%	8.00%
Common Equity Tier 1 Capital, To Be Well Capitalized Under Prompt Corrective Action Provisions, Amount	$ 1,524,071	$ 1,374,325
Common Equity Tier 1 Capital, To Be Well Capitalized Under Prompt Corrective Action Provisions, Ratio	6.50%	6.50%
Leverage, To Be Well Capitalized Under Prompt Corrective Action Provisions, Amount	$ 1,385,508	$ 1,255,258
Leverage, To Be Well Capitalized Under Prompt Corrective Action Provisions, Ratio	5.00%	5.00%

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Other Income And Other Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
All other income and commissions:
ATM interchange fees	$ 11,965	$ 11,917	$ 10,943
Other service charges	11,731	11,610	11,882
Mortgage banking	10,215	3,870	71,257
Electronic banking fees	5,477	5,840	6,190
Letter of credit fees	4,103	4,621	4,864
Deferred compensation	3,025	(1,369)	2,042
Insurance commissions	2,981	2,627	2,257
Gain/(loss) on extinguishment of debt	0	5,793	(4,166)
Other	14,734	15,821	12,390
Total	64,231	60,730	117,659
All other expense:
Litigation and regulatory matters	30,469	187,607	(2,720)
Other insurance and taxes	10,891	12,941	12,900
Travel and entertainment	10,275	9,590	9,095
Customer relations	6,255	5,382	5,726
Employee training and dues	5,691	5,390	4,518
Supplies	4,434	3,827	3,745
Tax credit investments	3,349	4,582	2,087
Miscellaneous loan costs	2,586	2,656	2,690
Foreclosed real estate	773	2,104	2,503
Other	41,568	34,123	41,952
Total	$ 116,291	$ 268,202	$ 82,496

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Components of Other Comprehensive Income/(loss) (Schedule of Changes in AOCI) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Accumulated Other Comprehensive Income Loss [Line Items]
Beginning Balance	$ (214,192)	$ (188,246)	$ (150,009)
Net unrealized gains/(losses)	(35,901)	(25,172)	(41,351)
Amounts reclassifed from AOCI	2,439	(774)	3,114
Other comprehensive income/(loss)	(33,462)	(25,946)	(38,237)
Ending Balance	(247,654)	(214,192)	(188,246)
Securities AFS
Accumulated Other Comprehensive Income Loss [Line Items]
Beginning Balance	3,394	18,581	(11,241)
Net unrealized gains/(losses)	(19,709)	(14,055)	29,822
Amounts reclassifed from AOCI	(917)	(1,132)	0
Other comprehensive income/(loss)	(20,626)	(15,187)	29,822
Ending Balance	(17,232)	3,394	18,581
Cash Flow Hedges
Accumulated Other Comprehensive Income Loss [Line Items]
Beginning Balance	0	0	0
Net unrealized gains/(losses)	130	0	0
Amounts reclassifed from AOCI	(1,395)	0	0
Other comprehensive income/(loss)	(1,265)	0	0
Ending Balance	(1,265)	0	0
Pension and Postretirement Plans
Accumulated Other Comprehensive Income Loss [Line Items]
Beginning Balance	(217,586)	(206,827)	(138,768)
Net unrealized gains/(losses)	(16,322)	(11,117)	(71,173)
Amounts reclassifed from AOCI	4,751	358	3,114
Other comprehensive income/(loss)	(11,571)	(10,759)	(68,059)
Ending Balance	$ (229,157)	$ (217,586)	$ (206,827)

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Components of Other Comprehensive Income/(loss) (Schedule of Reclassification from AOCI) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Accumulated Other Comprehensive Income Loss [Line Items]
Amounts reclassifed from AOCI	$ 2,439	$ (774)	$ 3,114
Securities AFS
Accumulated Other Comprehensive Income Loss [Line Items]
Realized gains/(losses)	(1,485)	(1,836)	0
Tax expense/(benefit)	568	704	0
Amounts reclassifed from AOCI	(917)	(1,132)	0
Cash Flow Hedges
Accumulated Other Comprehensive Income Loss [Line Items]
Realized gains/(losses)	(2,260)	0	0
Tax expense/(benefit)	865	0	0
Amounts reclassifed from AOCI	(1,395)	0	0
Pension and Postretirement Plans
Accumulated Other Comprehensive Income Loss [Line Items]
Realized gains/(losses)	7,697	580	5,075
Tax expense/(benefit)	(2,946)	(222)	(1,961)
Amounts reclassifed from AOCI	$ 4,751	$ 358	$ 3,114

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Income Taxes (Narrative) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Valuation Allowance [Line Items]
Valuation allowance	$ 40,593	$ 40,806
Unrecognized tax benefits	4,244	3,673	$ 5,207
Reasonably possible decrease in unrecognized tax benefits in next 12 months	(1,800)
Payment of interest accrued	300	100
Gross deferred tax assets	337,609	393,448
Gross deferred tax liabilities	97,403	93,323
Deferred Tax Assets Net	297,016	352,642
Reasonably possible decrease in unrecognized tax benefits in furture periods	(400)
Interest and penalties	200	(800)
State | Capital Loss Carryforward [Member]
Valuation Allowance [Line Items]
Deferred Tax Assets Net	$ 19,400
Federal
Valuation Allowance [Line Items]
Operating Loss Carryforwards Expiration Date	Dec. 31, 2027
Federal | Capital Loss Carryforward [Member]
Valuation Allowance [Line Items]
Deferred Tax Assets Net	$ 124,700
Federal | Capital Loss Carryforward [Member] | Tax Year 2012 [Member]
Valuation Allowance [Line Items]
Valuation allowance	$ 40,400	$ 40,500

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Income Taxes (Schedule of Components of Consoidated Statements Of Income And Equity) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Income Tax Disclosure [Abstract]
Income tax expense/(benefit)	$ 106,810	$ 10,941	$ 84,185
Net unrealized gains/(losses) on pension and other postretirement plans	(7,172)	(6,689)	(42,842)
Net unrealized gains/(losses) on securities available-for-sale	(12,810)	(9,445)	18,135
Net unrealized gains/(losses) on cash flow hedges	(780)	0	0
Share based compensation	(1,613)	(356)	7,220
Total	$ 84,435	$ (5,549)	$ 66,698

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Income Taxes (Schedule of Components of Income Tax Expense/(Benefit)) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Income Tax Disclosure [Abstract]
Current, Federal	$ 25,234	$ (5,059)	$ 83,916
Current, State	1,803	(8,258)	(3,461)
Current, Foreign	169	62	1
Deferred, Federal	67,109	19,487	(157)
Deferred, State	12,495	4,706	3,872
Deferred, Foreign	0	3	14
Total income tax expense/(benefit)	$ 106,810	$ 10,941	$ 84,185

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Income Taxes (Schedule Of Computation Of Income Tax Expense Differed From The Amounts Computed By Applying Of Statutory Federal Income Tax Rate To Income/(Loss) Before Income Taxes)(Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Income Tax Disclosure [Abstract]
Federal income tax rate	35.00%	35.00%	35.00%
Tax computed at statutory rate	$ 120,862	$ 37,889	$ 111,381
Increase/(decrease) resulting from:
State income taxes	9,918	7	8,786
Bank owned life insurance ("BOLI")	(5,661)	(4,897)	(6,671)
401(k) - employee stock ownership plan ("ESOP")	(824)	(714)	(659)
Tax-exempt interest	(7,098)	(6,507)	(5,798)
Non-deductible expenses	1,079	887	829
LIHTC credits and benefits, net of amortization	(6,165)	(7,239)	(8,075)
Other tax credits	(3,886)	(2,012)	(1,033)
Change in valuation allowance - DTA	(116)	(3,875)	(13,168)
Other changes in unrecognized tax benefits	616	(1,386)	(1,570)
Other	(1,915)	(1,212)	163
Total income tax expense/(benefit)	$ 106,810	$ 10,941	$ 84,185

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Income Taxes (Schedule of Net DTA Balances Related to Income Tax Carryforwards) (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2016 USD ($)
Federal
Tax Credit Carryforward Line Items
Net operating losses	$ 175
Operating Loss Carryforwards Expiration Date	Dec. 31, 2027
Federal | Minimum [Member] | Expiring 2022-2035
Tax Credit Carryforward Line Items
Tax Credit Carryforward Expiration Date	Dec. 31, 2027
State | Expiring 2017-2021
Tax Credit Carryforward Line Items
Net operating losses	$ 1,355
State | Expiring 2022-2035
Tax Credit Carryforward Line Items
Net operating losses	$ 18,083
State | Maximum [Member] | Expiring 2017-2021
Tax Credit Carryforward Line Items
Operating Loss Carryforwards Expiration Date	Dec. 31, 2021
State | Maximum [Member] | Expiring 2022-2035
Tax Credit Carryforward Line Items
Operating Loss Carryforwards Expiration Date	Dec. 31, 2035
State | Minimum [Member] | Expiring 2017-2021
Tax Credit Carryforward Line Items
Operating Loss Carryforwards Expiration Date	Dec. 31, 2017
State | Minimum [Member] | Expiring 2022-2035
Tax Credit Carryforward Line Items
Operating Loss Carryforwards Expiration Date	Dec. 31, 2022
Alternative minimum tax credits | Federal
Tax Credit Carryforward Line Items
Tax Credit Carryforward Amount	$ 14,707
Capital loss carryforward | Federal | Expiring 2017
Tax Credit Carryforward Line Items
Tax Credit Carryforward Amount	$ 40,404
Tax Credit Carryforward Expiration Date	Dec. 31, 2017
Capital loss carryforward | Federal | Expiring 2021
Tax Credit Carryforward Line Items
Tax Credit Carryforward Amount	$ 4,065
Tax Credit Carryforward Expiration Date	Dec. 31, 2021
General business credits | Federal
Tax Credit Carryforward Line Items
Tax Credit Carryforward Amount	$ 65,341
General business credits | Federal | Maximum [Member]
Tax Credit Carryforward Line Items
Tax Credit Carryforward Expiration Date	Dec. 31, 2036
General business credits | Federal | Minimum [Member]
Tax Credit Carryforward Line Items
Tax Credit Carryforward Expiration Date	Dec. 31, 2030

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Income Taxes (Schedule of Deferred Tax Assets And Deferred Tax Liabilities Due To Temporary Differences)(Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Deferred tax assets:
Loss reserves	$ 65,605	$ 88,925
Employee benefits	83,074	143,474
Accrued expenses	16,767	13,753
Capital loss carryforwards	44,469	40,499
Credit carryforwards	80,048	68,716
State NOL carryforwards	19,438	19,111
Investment in debt securities (ASC 320)	10,693	0
Other	17,515	18,970
Gross deferred tax assets	337,609	393,448
Valuation allowance	(40,593)	(40,806)
Deferred tax assets after valuation allowance	297,016	352,642
Deferred tax liabilities:
Depreciation and amortization	36,347	32,177
Equity investments	12,196	10,743
Investment in debt securities (ASC 320)	0	2,088
Other intangible assets	37,596	34,056
Prepaid expenses	11,150	10,893
Other	114	3,366
Gross deferred tax liabilities	97,403	93,323
Net deferred tax assets	$ 199,613	$ 259,319

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Income Taxes (Schedule Of Rollforward Of Unrecognized Tax Benefits)(Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Income Tax Disclosure [Abstract]
Balance, Beginning	$ 3,673	$ 5,207
Increases related to prior year tax positions	951	913
Decreases related to prior year tax positions		(428)
Increases related to current year tax positions	27	90
Lapse of statutes		(2,109)
Settlements	(407)
Balance, Ending	$ 4,244	$ 3,673

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Earnings Per Share (Schedule Of Reconciliation Of Net Income/(Loss) to Net Income/(Loss) Available to Common Shareholders) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Earnings Per Share [Abstract]
Net income/(loss)	$ 238,511	$ 97,313	$ 234,046
Net income attributable to noncontrolling interest	11,465	11,434	11,527
Net income/(loss) attributable to controlling interest	227,046	85,879	222,519
Preferred stock dividends	6,200	6,200	6,200
Net income/(loss) available to common shareholders	$ 220,846	$ 79,679	$ 216,319
Weighted average common shares outstanding - basic	232,700	234,189	234,997
Effect of dilutive securities	2,592	2,077	1,738
Weighted average common shares outstanding - diluted	235,292	236,266	236,735
Net income/(loss) per share available to common shareholders	$ 0.95	$ 0.34	$ 0.92
Diluted income/(loss) per share available to common shareholders	$ 0.94	$ 0.34	$ 0.91

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Earnings Per Share (Schedule Of Anti-Dilutive Options and Awards) (Details) - $ / shares shares in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Earnings Per Share [Abstract]
Stock options excluded from the calculation of diluted EPS	2,610	3,559	4,570
Weighted average exercise price of stock options excluded from the calculation of diluted EPS	$ 26.29	$ 24.4	$ 23.46
Other equity awards excluded from the calculation of diluted EPS	37	98	0

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Contingencies And Other Disclosures (Narrative I) (Details) shares in Millions	6 Months Ended	12 Months Ended
	Jun. 30, 2015 USD ($)	Dec. 31, 2016 USD ($) number shares	Dec. 31, 2008 USD ($)	Dec. 31, 2007 USD ($)	Dec. 31, 2015 USD ($)	Mar. 31, 2008 shares
Loss Contingencies [Line Items]
Estimated Litigation Liability		$ 28,000,000
Number of GSEs to which conventional conforming single-family mortgage loans were predominately sold to | number		2
Loan-to-value ratio at origination		80.00%
Accrued losses on loan repurchase exposure		$ 66,000,000			$ 115,600,000
Mortgage loans originated and sold to agencies			$ 69,500,000,000
Loans sold to GSEs			57,600,000,000
Loans Guaranteed By Ginnie Mae			$ 11,900,000,000
Loans included in FH proprietary securitizations				$ 26,700,000,000
Fha Insured [Member]
Loss Contingencies [Line Items]
Amount Of Insurance Recoveries Company Is Pursuing		75,000,000
Litigation Settlement Expense	$ 212,500,000
Mortgage Securitization Litigation [Member]
Loss Contingencies [Line Items]
Investment in proprietary securitizations subject to lawsuits		83,400,000
Investment in proprietary securitizations subject to indemnifications		$ 409,900,000
Visa Class B Shares [Member]
Loss Contingencies [Line Items]
Number of Visa Class B shares | shares		1.1				2.4
Estimated conversion ratio		165.00%
Contingent liability		$ 800,000
Derivative liability		6,200,000			$ 4,800,000
Historical cost		0
Value of holdings of Visa Class B Shares if converted into Class A shares at the current conversion ratio		143,000,000
Subservicer expenditure reimbursement amount disputed
Loss Contingencies [Line Items]
Actual damages sought by plaintiff		43,500,000
Minimum
Loss Contingencies [Line Items]
Estimated reasonably possible losses in excess of currently established liabilities		0
Maximum
Loss Contingencies [Line Items]
Estimated reasonably possible losses in excess of currently established liabilities		$ 52,000,000

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Pension, Savings, And Other Employee Benefits (Narrative) (Details) $ in Thousands	3 Months Ended	12 Months Ended
	Sep. 30, 2016 USD ($)	Dec. 31, 2016 USD ($) shares	Dec. 31, 2015 USD ($) number shares	Dec. 31, 2014 USD ($) shares	Dec. 31, 2013 shares
Defined Benefit Plan Disclosure [Line Items]
Estimated social security benefits age		65 years
Contributions to non-qualified plans	$ 165,000	$ 165,000	$ 0	$ 0
Minimum required outstanding par value to each issue of bonds		$ 250,000
Threshold amortization, percentage of projected benefit obligation		10.00%
Threshold Amortization Percentage Of Market Related Value Of Plan Assets		10.00%
Common stock held by the plan | shares		233,624,000	238,587,000	234,220,000	236,370,000
Time period assumption for expected return of pension plan assets			30 years
Standard deivation from average yield | number			2
Increase In Projected Benefit Obligations				8.00%
Pension Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Funded status of the plans		$ (25,670)	$ (178,360)
ASC 715 curtailment gain		0	0
Interest cost		31,216	36,424	$ 34,915
Net actuarial gain/(loss)		(9,500)
Other Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Funded status of the plans		(18,686)	(17,038)
ASC 715 curtailment gain		0	271
Interest cost		1,292	$ 1,413	$ 1,754
Net actuarial gain/(loss)		$ 600
Qualified pension/postretirement benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Benefit Obligations, Expected long-term rate of return		4.50%	6.00%	5.85%
Postretirement Benefit Prior To 1/1/1993 [Member]
Defined Benefit Plan Disclosure [Line Items]
Benefit Obligations, Expected long-term rate of return		2.15%	2.10%	2.30%
Postretirement Benefit Post 1/1/1993 [Member]
Defined Benefit Plan Disclosure [Line Items]
Benefit Obligations, Expected long-term rate of return		6.00%	6.15%	6.35%
Expected reduction to interest cost in 2016 [Member]
Defined Benefit Plan Disclosure [Line Items]
Interest cost		$ (5,800)
Other Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Reduction in projected benefit obligation			$ 1,000
ASC 715 curtailment gain			8,300
Tax Affected Adjustment To Accumulated Other Comprehensive Income			$ 5,300
Maximum [Member]
Defined Benefit Plan Disclosure [Line Items]
Time period used to determine discount rate for defined benefit plan			30 years
Minimum [Member]
Defined Benefit Plan Disclosure [Line Items]
Time period used to determine discount rate for defined benefit plan			6 months
Equity [Member]
Defined Benefit Plan Disclosure [Line Items]
Pension assets, target allocation			32.00%
Fixed Income And Cash Equivalents [Member]
Defined Benefit Plan Disclosure [Line Items]
Pension assets, target allocation			68.00%
Non-Qualified Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Contributions to non-qualified plans		5,100
Expected pension contribution		5,000
Funded status of the plans		$ (43,800)	$ (45,800)
Savings Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Employer investment in qualified defined contribution plan		100.00%	100.00%
Maximum percent of employee pre-tax contributions that may be matched by the Company		6.00%	6.00%
Total number of allocated shares held by the ESOP | shares		7,793,110
Qualified Pension [Member]
Defined Benefit Plan Disclosure [Line Items]
Funded status of the plans		$ 18,100	$ (132,600)
Qualified Pension [Member] | First Horizon National Corporation
Defined Benefit Plan Disclosure [Line Items]
Common stock held by the plan | shares			792,607
Flexible Benefits Contribution [Member]
Defined Benefit Plan Disclosure [Line Items]
Employer Investment In Qualified Defined Contribution Plan Amount		$ 21,600	$ 20,800	$ 20,400

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Pensions, Savings, And Other Employee Benefits (Schedule Of Actuarial Assumptions Used In The Defined Benefit Pension Plan And The Other Employee Benefit Plans)(Details)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Qualified Pension [Member]
Defined Benefit Plan Disclosure [Line Items]
Benefit Obligations, Discount rate	4.39%	4.68%	4.30%
Net Periodic Benefit Cost, Discount rate	4.69%	4.30%	5.15%
Nonqualified Pension [Member]
Defined Benefit Plan Disclosure [Line Items]
Benefit Obligations, Discount rate	4.07%	4.33%	4.00%
Net Periodic Benefit Cost, Discount rate	4.34%	4.00%	4.70%
Other Nonqualified Pension [Member]
Defined Benefit Plan Disclosure [Line Items]
Benefit Obligations, Discount rate	3.39%	3.57%	3.35%
Net Periodic Benefit Cost, Discount rate	3.57%	3.35%	4.05%
Postretirement Benefit [Member] | Maximum [Member]
Defined Benefit Plan Disclosure [Line Items]
Benefit Obligations, Discount rate	4.57%	4.87%	4.45%
Net Periodic Benefit Cost, Discount rate	4.87%	4.45%	5.35%
Postretirement Benefit [Member] | Minimum [Member]
Defined Benefit Plan Disclosure [Line Items]
Benefit Obligations, Discount rate	3.67%	3.76%	3.45%
Net Periodic Benefit Cost, Discount rate	3.84%	3.45%	4.10%
Qualified pension/postretirement benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Benefit Obligations, Expected long-term rate of return	4.50%	6.00%	5.85%
Net Periodic Benefit Cost, Expected long-term rate of return	6.00%	5.85%	6.60%
Postretirement Benefit Post 1/1/1993 [Member]
Defined Benefit Plan Disclosure [Line Items]
Benefit Obligations, Expected long-term rate of return	6.00%	6.15%	6.35%
Net Periodic Benefit Cost, Expected long-term rate of return	6.15%	6.35%	6.95%
Postretirement Benefit Prior To 1/1/1993 [Member]
Defined Benefit Plan Disclosure [Line Items]
Benefit Obligations, Expected long-term rate of return	2.15%	2.10%	2.30%
Net Periodic Benefit Cost, Expected long-term rate of return	2.10%	2.30%	2.85%

XML

Pension, Savings, And Other Employee Benefits (Schedule Of Components Of Net Periodic Benefit Cost) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015		Dec. 31, 2014
Pension Plans Defined Benefit [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 39	$ 40		$ 56
Interest cost	31,216	36,424		34,915
Expected return on plan assets	(39,123)	(37,516)		(40,093)
Amortization of unrecognized, Prior service cost/(credit)	196	333		346
Amortization of unrecognized, Actuarial (gain)/loss	8,141	10,103		6,898
Net periodic benefit cost/(credit)	469	9,384		2,122
ASC 715 curtailment (income)	0	0		0
ASC 715 special termination benefits	0	0		1,009	[1]
Total periodic benefit cost/(credit)	469	9,384		3,131
Other Postretirement Benefit Plans Defined Benefit [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	110	146		207
Interest cost	1,292	1,413		1,754
Expected return on plan assets	(913)	(956)		(1,025)
Amortization of unrecognized, Prior service cost/(credit)	170	(830)		(1,163)
Amortization of unrecognized, Actuarial (gain)/loss	(810)	(1,014)		(1,006)
Net periodic benefit cost/(credit)	(151)	(1,241)		(1,233)
ASC 715 curtailment (income)	0	(8,283)	[2]	0
ASC 715 special termination benefits	0	0		0
Total periodic benefit cost/(credit)	$ (151)	$ (9,524)		$ (1,233)

[1] In 2014, a one-time special termination benefits charge was recognized related to recalculation of a participant’s benefit under a non-qualified plan upon retirement.

[2] In 2015 , an announced revision to the retiree medical plan triggered curtailment accounting. In accordance with its practice, FHN performed a remeasurement of the plan in conjunction with the curtailment and realized a curtailment gain.

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Pension, Savings, And Other Employee Benefits (Schedule of Plans' Benefit Obligations And Plan Assets)(Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2016		Dec. 31, 2015	Dec. 31, 2014
Defined Benefit Plan Disclosure [Line Items]
Other assets		$ 1,406,711		$ 1,436,291
Other liabilities		(467,944)		(635,306)
Pension Plans Defined Benefit [Member]
Defined Benefit Plan Disclosure [Line Items]
Benefit obligation, beginning of year		816,529		859,853
Service cost		39		40	$ 56
Interest cost		31,216		36,424	34,915
Actuarial (gain)/loss		12,733		(49,919)
Actual benefits paid		(55,975)	[1]	(29,869)
Gain due to curtailment		0		0
Benefit obligation, end of year		804,542		816,529	859,853
Fair value of plan assets, beginning of year		638,169		695,549
Actual return on plan assets		27,448		(31,699)
Employer contributions		169,230		4,188
Actual benefits paid - settlement payments		0		0
Actual benefits paid - other payments	[1]	(55,975)		(29,869)
Fair value of plan assets, end of year		778,872		638,169	695,549
Funded status of the plans		(25,670)		(178,360)
Other assets		18,104		0
Other liabilities		(43,774)		(178,360)
Net asset/(liability) at end of year		(25,670)		(178,360)
Other Postretirement Benefit Plans Defined Benefit [Member]
Defined Benefit Plan Disclosure [Line Items]
Benefit obligation, beginning of year		33,166		35,328
Service cost		110		146	207
Interest cost		1,292		1,413	1,754
Actuarial (gain)/loss		2,110		(2,393)
Actual benefits paid		(1,275)		(1,057)
Gain due to curtailment		0		(271)
Benefit obligation, end of year		35,403		33,166	35,328
Fair value of plan assets, beginning of year		16,128		16,639
Actual return on plan assets		991		(169)
Employer contributions		873		715
Actual benefits paid - settlement payments		(1,275)		(1,057)
Actual benefits paid - other payments		0		0
Fair value of plan assets, end of year		16,717		16,128	$ 16,639
Funded status of the plans		(18,686)		(17,038)
Other assets		13,050		12,679
Other liabilities		(31,736)		(29,717)
Net asset/(liability) at end of year		$ (18,686)		$ (17,038)

[1] Increase in 2016 due to the settlement of certain terminated, vested participants in qualified pension plan.

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Pension, Savings, And Other Employee Benefits (Schedule Of Balances Reflected In Accumulated Other Comprehensive Income On a Pre-tax Basis)(Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Pension Plans Defined Benefit [Member]
Defined Benefit Plan Disclosure [Line Items]
Prior service cost/(credit)	$ 52	$ 248
Net actuarial (gain)/loss	379,724	363,457
Total	379,776	363,705
Other Postretirement Benefit Plans Defined Benefit [Member]
Defined Benefit Plan Disclosure [Line Items]
Prior service cost/(credit)	95	265
Net actuarial (gain)/loss	(8,076)	(10,918)
Total	$ (7,981)	$ (10,653)

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Pension, Savings, And Other Employee Benefits (Schedule Of Amounts Recognized In Other Comprehensive Income)(Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Pension Plans Defined Benefit [Member]
Defined Benefit Plan Disclosure [Line Items]
Net actuarial (gain)/loss arising during measurement period	$ 24,408	$ 19,296
Items amortized during the measurement period, Prior service cost/(credit)	(196)	(333)
Items amortized during the measurement period, Net actuarial (gain)/loss	(8,141)	(10,103)
Total recognized in other comprehensive income	16,071	8,860
Other Postretirement Benefit Plans Defined Benefit [Member]
Defined Benefit Plan Disclosure [Line Items]
Net actuarial (gain)/loss arising during measurement period	2,032	(1,268)
Items amortized during the measurement period, Prior service cost/(credit)	(170)	8,842	[1]
Items amortized during the measurement period, Net actuarial (gain)/loss	810	1,014
Total recognized in other comprehensive income	$ 2,672	$ 8,588

[1] In 2015, an announced revision to the retiree medical plan triggered curtailment accounting. In accordance with its practice, FHN performed a remeasurement of the plan in conjunction with the curtailment and realized a curtailment gain.

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Pension, Savings, And Other Employee Benefits (Schedule Of Expected Benefit Payment)(Details) $ in Thousands	Dec. 31, 2016 USD ($)
Pension Plans Defined Benefit [Member]
Defined Benefit Plan Disclosure [Line Items]
2017	$ 33,453
2018	35,139
2019	37,214
2020	39,553
2021	41,452
2022 - 2026	226,735
Other Postretirement Benefit Plans Defined Benefit [Member]
Defined Benefit Plan Disclosure [Line Items]
2017	1,499
2018	1,549
2019	1,603
2020	1,663
2021	1,728
2022 - 2026	$ 9,625

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Pension, Savings, And Other Employee Benefits (Schedule Of Fair Value Of Assets And Liabilities)(Details) - Pension Plan [Member] - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	$ 778,872	$ 638,169
Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	23,815	20,036
Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	755,057	618,133
Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	0	0
Cash Equivalents And Money Market Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	23,815	8,527
Cash Equivalents And Money Market Funds [Member] | Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	23,815	8,527
Cash Equivalents And Money Market Funds [Member] | Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	0	0
Cash Equivalents And Money Market Funds [Member] | Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	0	0
Equity Securities [Member] | U S Mid And Small Capital [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets		11,509
Equity Securities [Member] | U S Mid And Small Capital [Member] | Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets		11,509
Equity Securities [Member] | U S Mid And Small Capital [Member] | Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets		0
Equity Securities [Member] | U S Mid And Small Capital [Member] | Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets		0
Fixed Income Securities [Member] | U S Treasury Securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	30,576	9,534
Fixed Income Securities [Member] | U S Treasury Securities [Member] | Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	0	0
Fixed Income Securities [Member] | U S Treasury Securities [Member] | Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	30,576	9,534
Fixed Income Securities [Member] | U S Treasury Securities [Member] | Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	0	0
Fixed Income Securities [Member] | Foreign Corporate Debt Securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	505,374	197,089
Fixed Income Securities [Member] | Foreign Corporate Debt Securities [Member] | Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	0	0
Fixed Income Securities [Member] | Foreign Corporate Debt Securities [Member] | Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	505,374	197,089
Fixed Income Securities [Member] | Foreign Corporate Debt Securities [Member] | Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	0	0
Common And Collective Funds [Member] | U S Mid And Small Capital [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets		39,744
Common And Collective Funds [Member] | U S Mid And Small Capital [Member] | Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets		0
Common And Collective Funds [Member] | U S Mid And Small Capital [Member] | Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets		39,744
Common And Collective Funds [Member] | U S Mid And Small Capital [Member] | Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets		0
Common And Collective Funds [Member] | Foreign Corporate Debt Securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	219,107	214,933
Common And Collective Funds [Member] | Foreign Corporate Debt Securities [Member] | Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	0	0
Common And Collective Funds [Member] | Foreign Corporate Debt Securities [Member] | Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	219,107	214,933
Common And Collective Funds [Member] | Foreign Corporate Debt Securities [Member] | Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	$ 0	0
Common And Collective Funds [Member] | U S Large Capital [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets		101,867
Common And Collective Funds [Member] | U S Large Capital [Member] | Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets		0
Common And Collective Funds [Member] | U S Large Capital [Member] | Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets		101,867
Common And Collective Funds [Member] | U S Large Capital [Member] | Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets		0
Common And Collective Funds [Member] | International [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets		54,966
Common And Collective Funds [Member] | International [Member] | Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets		0
Common And Collective Funds [Member] | International [Member] | Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets		54,966
Common And Collective Funds [Member] | International [Member] | Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets		$ 0

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Pension, Savings, And Other Employee Benefits (Schedule Of Retiree Medical Plan Assets By Asset Category)(Details) - Retiree Medical Plan [Member] - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Defined Benefit Plan Disclosure [Line Items]
Fair value of retiree medical plan assets	$ 16,717	$ 16,128
Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of retiree medical plan assets	16,717	16,128
Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of retiree medical plan assets	0	0
Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of retiree medical plan assets	0	0
Cash Equivalents And Money Market Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of retiree medical plan assets	626	365
Cash Equivalents And Money Market Funds [Member] | Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of retiree medical plan assets	626	365
Cash Equivalents And Money Market Funds [Member] | Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of retiree medical plan assets	0	0
Cash Equivalents And Money Market Funds [Member] | Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of retiree medical plan assets	0	0
Equity Mutual Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of retiree medical plan assets	10,443	9,562
Equity Mutual Funds [Member] | Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of retiree medical plan assets	10,443	9,562
Equity Mutual Funds [Member] | Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of retiree medical plan assets	0	0
Equity Mutual Funds [Member] | Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of retiree medical plan assets	0	0
Fixed Income Mutual Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of retiree medical plan assets	5,648	6,201
Fixed Income Mutual Funds [Member] | Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of retiree medical plan assets	5,648	6,201
Fixed Income Mutual Funds [Member] | Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of retiree medical plan assets	0	0
Fixed Income Mutual Funds [Member] | Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of retiree medical plan assets	$ 0	$ 0

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Stock Options, Restricted Stock Incentive, And Dividend Revinvestment Plans (Narrative) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares available for grants	11,454,517
Compensation cost included in Consolidated Statements of Income for stock option and restricted stock plans	$ 17,536,000	$ 13,796,000	$ 11,351,000
Total income tax benefits recognized in income statements	$ 6,700,000	$ 5,300,000	$ 4,400,000
Stock options granted	971,328	595,229	592,551
Weighted average fair value of stock option at grant date	$ 2.95	$ 4.01	$ 3.5
Duration of performance evaluation	3 years
Parent Company [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Compensation cost included in Consolidated Statements of Income for stock option and restricted stock plans	$ 16,719,000	$ 12,810,000	$ 11,351,000
Restricted Stock [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares available for grants	8,744,702
Total grant date fair value of shares vested	$ 9,700,000	$ 9,900,000	$ 15,500,000
Employee Stock Options [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized compensation cost of nonvested restricted stock plans and stock options	$ 2,300,000
Recognizable weighted-average period of unrecognized compensation cost	3 years 10 months
Nonvested Restricted Stock Plans [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized compensation cost of nonvested restricted stock plans and stock options	$ 26,900,000
Recognizable weighted-average period of unrecognized compensation cost	2 years 8 months
Service Condition Full Value Awards [Member] | Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting Period	4 years
Service Condition Full Value Awards [Member] | Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting Period	1 year
Performance Condition Awards [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting Period	3 years
Duration of performance evaluation	3 years	3 years	3 years
Performance Condition Awards [Member] | 2013 Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Percentage of performance conditions achieved	95.80%
Performance Condition Awards [Member] | PSUs granted after 2014
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Post vest holding period	2 years
Market Condition Award [Member] | 2012 Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting Period	5 years
Market Condition Award [Member] | 2016 Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting Period	7 years
Director Awards [Member] | Restricted Stock Units RSU [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Value of annual equity awards to non-employee directors	$ 65,000	$ 65,000
Stock Option Awards [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Options granted expiration	P7Y
Intrinsic value of options exercised	$ 10,600,000	$ 2,800,000	$ 400,000
Stock Option Awards [Member] | Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting Period	4 years
Stock Option Awards [Member] | Stock Options Included In Deferral Program [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Options granted expiration	P20Y
Stock Option Awards [Member] | 2016 Units | Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting Period	6 years
Stock Option Awards [Member] | 2016 Units | Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting Period	4 years
Dividend Reinvestment Plan [Member] | Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Quarterly value of shares available for purchase under dividend reinvestment and stock purchase plan	$ 10,000
Dividend Reinvestment Plan [Member] | Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Quarterly value of shares available for purchase under dividend reinvestment and stock purchase plan	$ 25

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Stock Option, Restricted Stock Incentive, And Dividend Reinvestment Plans (Summary Of Restricted And Performance Stock And Unit Activity)(Details) - $ / shares		12 Months Ended
		Dec. 31, 2016		Dec. 31, 2015	Dec. 31, 2014
Employee Benefits And Share Based Compensation [Abstract]
Nonvested on January 1, 2016, Shares/Units	[1]	3,472,424
Nonvested on January 1, 2016, Weighted average grant date fair value		$ 10.73
Shares/units granted, Shares/Units	[1]	1,509,596
Shares/units granted, Weighted average grant date fair value		$ 12.9	[2]	$ 13.9	$ 11.62
Shares/units vested, Shares/Units	[1]	910,258
Shares/units vested, Weighted average grant date fair value		$ 10.68
Shares/units cancelled, Shares/Units	[1]	67,360
Shares/units cancelled, Weighted average grant date fair value		$ 12.52
Nonvested on December 31, 2016, Shares/Units	[1]	4,004,402		3,472,424
Nonvested on December 31, 2016, Weighted average grant date fair value		$ 11.28		$ 10.73

[1] Includes only units that settle in shares and nonvested performance units are included at 100% payout level.

[2] The weighted average grant date fair value for shares/units granted in 2015 and 2014 was $13.90 and $11.62, respectively.

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Stock Options, Restricted Stock Incentive, And Dividend Reinvestment Plans (Summary Of Stock Option Plans Activity)(Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Employee Benefits And Share Based Compensation [Abstract]
January 1, 2016, Options Outstanding	7,519,727
Options granted, Options Outstanding	971,328	595,229	592,551
Options exercised, Options Outstanding	2,149,753
Options expired, Options Outstanding	404,146
December 31, 2016	5,937,156	7,519,727
Options exercisable, Options Outstanding	4,174,351
Options expected to vest, Options outstanding	1,762,805
January 1, 2016, Weighted Average Exercise Price	$ 17.11
Options granted, Weighted Average Exercise Price	11.62
Options exercised, weighted average exercise price	10.53
Options expired, Weighted Average Exercise Price	27.77
December 31, 2016, Weighted Average Exercise Price	17.86	$ 17.11
Options exercisable, Weighted Average Exercise Price	20.35
Options expected to vest, Weighted Average Exercise Price	$ 11.98
December 31, 2016, Weighted Average Remaining Contractual Term (Years)	3 years 6 months
Options exercisable, Weighted Average Remaining Contractual Term (years)	2 years 9 months
Options expected to vest, Weighted Average Remaining Contractual Term (years)	5 years 4 months
December 31, 2016, Aggregate Intrinsic Value (thousands)	$ 28,052
Options exercisable, Aggregate Intrinsic Value (thousands)	13,900
Options expected to vest, Aggregate Intrinsic Value (thousands)	$ 14,152

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Stock Option, Restrictive Stock Incentive, And Dividend Reinvestment Plans (Summary Of Assumptions To Estimate The Fair Value Of Stock Options Granted)(Details) - Employee Stock Options [Member]	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Expected dividend yield	2.41%	1.68%	1.70%
Expected weighted-average lives of options granted	6 years 2 months	6 years 2 months	6 years 2 months
Expected weighted-average volatility	32.84%	32.26%	33.79%
Expected volatility range, minimum	30.73%	23.67%	24.55%
Expected volatility range, maximum	34.95%	40.85%	61.49%
Risk-free interest rate	1.28%	1.68%	1.96%

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Business Segment Information (Amounts Of Consolidated Revenue, Expense, Tax And Assets) (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2016 USD ($) number	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)
Segment Reporting Information [Line Items]
Net interest income	$ 729,084	$ 653,720	$ 627,718
Provision/(provision credit) for loan losses	11,000	9,000	27,000
Noninterest income	552,441	517,325	550,044
Noninterest expense	925,204	1,053,791	832,531
Income/(loss) before income taxes	345,321	108,254	318,231
Provision/(benefit) for income taxes	106,810	10,941	84,185
Net income/(loss)	238,511	97,313	234,046
Average assets	27,427,227	25,635,975	23,993,017
Depreciation and amortization	64,673	60,743	56,894
Expenditures for long-lived assets	$ 62,554	43,514	38,880
Number of Operating Segments | number	4
Regional Banking [Member]
Segment Reporting Information [Line Items]
Net interest income	$ 741,863	655,164	602,204
Provision/(provision credit) for loan losses	38,886	34,545	29,187
Noninterest income	249,003	251,586	254,667
Noninterest expense	615,530	562,572	537,129
Income/(loss) before income taxes	336,450	309,633	290,555
Provision/(benefit) for income taxes	120,360	110,589	103,503
Net income/(loss)	216,090	199,044	187,052
Average assets	17,143,540	14,932,077	13,269,663
Depreciation and amortization	39,243	37,993	35,583
Expenditures for long-lived assets	51,354	37,367	30,617
Fixed Income [Member]
Segment Reporting Information [Line Items]
Net interest income	10,766	15,517	12,664
Noninterest income	269,339	231,314	202,726
Noninterest expense	229,863	220,441	147,030
Income/(loss) before income taxes	50,242	26,390	68,360
Provision/(benefit) for income taxes	17,959	8,885	25,661
Net income/(loss)	32,283	17,505	42,699
Average assets	2,365,640	2,370,334	2,070,401
Depreciation and amortization	5,977	6,108	6,422
Expenditures for long-lived assets	2,099	1,706	1,358
Corporate [Member]
Segment Reporting Information [Line Items]
Net interest income	(65,912)	(71,688)	(53,970)
Noninterest income	20,436	23,331	26,969
Noninterest expense	58,914	57,943	62,330
Income/(loss) before income taxes	(104,390)	(106,300)	(89,331)
Provision/(benefit) for income taxes	(55,924)	(80,276)	(63,810)
Net income/(loss)	(48,466)	(26,024)	(25,521)
Average assets	6,030,123	6,000,978	5,586,935
Depreciation and amortization	18,989	16,054	13,093
Expenditures for long-lived assets	8,946	3,971	6,348
Non Strategic [Member]
Segment Reporting Information [Line Items]
Net interest income	42,367	54,727	66,820
Provision/(provision credit) for loan losses	(27,886)	(25,545)	(2,187)
Noninterest income	13,663	11,094	65,682
Noninterest expense	20,897	212,835	86,042
Income/(loss) before income taxes	63,019	(121,469)	48,647
Provision/(benefit) for income taxes	24,415	(28,257)	18,831
Net income/(loss)	38,604	(93,212)	29,816
Average assets	1,887,924	2,332,586	3,066,018
Depreciation and amortization	464	588	1,796
Expenditures for long-lived assets	$ 155	$ 470	$ 557

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Variable Interest Entities (Narrative) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Variable Interest Entities [Abstract]
Expenses associated with LIHTC investments accounted for using the equity method	$ (1.8)	$ (3.4)

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Variable Interest Entities (Summary Of VIE Consolidated By FHN) (Details) - USD ($) $ in Thousands	Dec. 31, 2016		Dec. 31, 2015		Dec. 31, 2014	Dec. 31, 2013
Assets:
Cash and due from banks	$ 373,274		$ 300,811
Loans, net of unearned income	19,589,520	[1]	17,686,502	[1]	$ 16,230,166
Allowance for loan losses	202,068		210,242		$ 232,448	$ 253,809
Total net loans	19,387,452		17,476,260
Other assets	1,406,711		1,436,291
Total assets	28,555,231		26,192,637
Liabilities:
Term borrowings	1,040,656		1,312,677
Other liabilities	467,944		635,306
Total liabilities	25,850,147		23,553,051
On Balance Sheet Consumer Loan Securitizations [Member]
Assets:
Cash and due from banks	0		1,406
Loans, net of unearned income	35,873		52,829
Allowance for loan losses	587		0
Total net loans	35,286		52,829
Other assets	283		86
Total assets	35,569		54,321
Liabilities:
Term borrowings	23,126		41,100
Other liabilities	3		5
Total liabilities	23,129		41,105
Rabbi Trusts Used For Deferred Compensation Plans [Member]
Assets:
Other assets	74,160		69,811
Total assets	74,160		69,811
Liabilities:
Other liabilities	54,746		51,251
Total liabilities	$ 54,746		$ 51,251

[1] December 31, 2016 and 2015 include $28.5 million and $29. 7 million, respectively, of held-to-maturity consumer mortgage loans secured by residential real estate in process of foreclosure.

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Variable Interest Entities (Summary of the Impact of Qualifying LIHTC Investments) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Variable Interest Entity [Line Items]
Affordable Housing Tax Credits and Other Tax Benefits	$ (6,165)	$ (7,239)	$ (8,075)
Low income housing tax credits [Member]
Variable Interest Entity [Line Items]
Amortization of qualifying LIHTC investments	14,223	13,496	9,880
Affordable Housing Tax Credits and Other Tax Benefits	(10,100)	(9,450)	(9,850)
Other tax benefits related to qualifying LIHTC investments [Member]
Variable Interest Entity [Line Items]
Affordable Housing Tax Credits and Other Tax Benefits	$ (9,779)	$ (10,787)	$ (7,438)

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Variable Interest Entities (Summary Of VIE Not Consolidated By FHN) (Details) - USD ($) $ in Thousands		Dec. 31, 2016		Dec. 31, 2015		Dec. 31, 2014
Variable Interest Entity [Line Items]
Loans, net of unearned income		$ 19,589,520	[1]	$ 17,686,502	[1]	$ 16,230,166
Term borrowings		1,040,656		1,312,677
Trading securities		897,071		881,450
Total MSR recognized by FHN		0		0
Securities available for sale, Fair Value		3,943,499	[2]	3,929,846	[3]
Low Income Housing Partnerships [Member]
Variable Interest Entity [Line Items]
Maximum Loss Exposure		73,582	[4]	70,530	[5]
Maximum loss exposure, contractual funding commitments		17,400		18,000
Liability Recognized		17,398	[4]	17,968	[5]
Low Income Housing Partnerships [Member] | Other Assets [Member]
Variable Interest Entity [Line Items]
Maximum loss exposure, current investments		56,200		52,600
Other Tax Credit Investments [Member]
Variable Interest Entity [Line Items]
Maximum Loss Exposure	[6],[7]	21,898		20,977
Liability Recognized	[6],[7]	0		0
Other Tax Credit Investments [Member] | Other Assets [Member]
Variable Interest Entity [Line Items]
Maximum loss exposure, current investments		18,000		18,000
Small Issuer Trust Preferred Holdings [Member]
Variable Interest Entity [Line Items]
Maximum Loss Exposure	[8]	332,985		333,906
Liability Recognized	[8]	0		0
On Balance Sheet Trust Preferred Securitization [Member]
Variable Interest Entity [Line Items]
Maximum Loss Exposure		49,361	[9]	49,809	[10]
Liability Recognized		64,812	[9]	64,365	[10]
Loans, net of unearned income		112,500		112,500
Term borrowings		64,800		64,400
Trading securities		1,700		1,700
Proprietary & Agency Residential Mortgage Securitizations [Member]
Variable Interest Entity [Line Items]
Maximum Loss Exposure		2,568	[11]	23,982	[12]
Liability Recognized		0	[11]	0	[12]
Trading securities		2,600		4,400
Total MSR recognized by FHN				600
Proprietary & Agency Residential Mortgage Securitizations [Member] | Other Assets [Member]
Variable Interest Entity [Line Items]
Aggregate servicing advances				19,000
Holdings Of Agency Mortgage Backed Securities [Member]
Variable Interest Entity [Line Items]
Maximum Loss Exposure	[8]	4,163,313	[13]	4,101,454	[14]
Liability Recognized	[8]	0	[13]	0	[14]
Trading securities		400,000		400,000
Securities available for sale, Fair Value		3,800,000		3,700,000
Short Positions In Agency Mortgage Backed Securities [Member]
Variable Interest Entity [Line Items]
Liability Recognized		0		0
Commercial Loan Troubled Debt Restructurings [Member]
Variable Interest Entity [Line Items]
Maximum Loss Exposure		42,696	[15]	27,649	[16]
Maximum loss exposure, contractual funding commitments		5,200
Liability Recognized		0	[15]	0	[16]
Loans, net of unearned income		37,500
Sale Leaseback Transaction [Member]
Variable Interest Entity [Line Items]
Maximum Loss Exposure		11,827	[17]	11,827	[18]
Liability Recognized		$ 0	[17]	$ 0	[18]

[1] December 31, 2016 and 2015 include $28.5 million and $29. 7 million, respectively, of held-to-maturity consumer mortgage loans secured by residential real estate in process of foreclosure.

[2] Includes $ 3 . 3 billion of securities pledged to secure public deposits, securities sold under agreements to repurchase, and for other purposes.

[3] Includes $ 2.9 billion of securities pledged to secure public deposits, securities sold under agreements to repu rchase, and for other purposes .

[4] Maximum loss exposure represents $ 56 . 2 million of current investments and $ 17 . 4 million of accrued contractual funding commitments. Accrued funding commitments represent unconditional contractual obligations for future funding events, and are also recognized in Other liabilities. FHN currently expects to be required to fund these accrued commitments by the end of 2017 .

[5] Maximum loss exposure represents $ 52.6 million of current investments and $ 18.0 million of accrued contractual funding commitments. Accrued funding commitments represent unconditional contractual obligations for future funding events, and are also recognized in Other liabilities. FHN currently expects to be required to fund these accrued commitments by the end of 2017 .

[6] A lia bility is not recognized as investments are written down over the life of the related tax credit

[7] Maximum loss exposure represe nts current investment balance. Of the initial investment, $ 18 . 0 million was funded through loans from community development enterprises

[8] Maximum loss exposure represents the value of current investments. A liability is not recognized as FHN is solely a ho lder of the trusts’ securities.

[9] Includes $ 112 . 5 million classified as Loans, net of unearned income, and $ 1 . 7 million classified as Trading securities which are offset by $ 64.8 million classified as Term borrowings.

[10] Includes $ 112.5 million classified as Loans, net of unearned income, and $ 1.7 million classified as Trading securities which are offset by $ 64 . 4 million classified as Term borrowings.

[11] Includes $ 2 . 6 million classified as Trad ing securities.

[12] Includes $ .6 million classified as MSR , $ 4 . 4 million classified as Trading securities , and $ 19 . 0 million of aggregate servicing advances .

[13] Includes $ .4 b illion classified as Trading securities and $ 3 . 8 billion cla ssified as Securities available-for- sale.

[14] Includes $ . 4 b illion classified as Trading securities and $ 3 . 7 billion cla ssified as Securities available-for- sale.

[15] Ma ximum loss exposure represents $ 37.5 million of current receivables and $ 5.2 million of contractual funding commitments on loans related to commercial borrowers involved in a troubled debt restructuring

[16] Maximum loss exposure represents the value of current receivables . A liability is not recognized as the loans are the only variable interests held in the troubled commercial borrowers’ operations .

[17] Maximum loss exposure represents the current loan balance plus additional funding commitments less amounts received from the buyer-lessor.

[18] Maximum loss exposure represents the current loan balance plus additional funding commitments less am ounts received from the buyer-lessor .

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Derivatives (Narrative) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Derivative Instruments, Gain (Loss) [Line Items]
Collateral cash receivables	$ 47,800	$ 71,700
Collateral cash payables	32,800	37,700
Total trading revenues	229,700	195,900
Other Long-term Debt	1,040,656	1,312,677
Hedged amount of foreign currency denominated loans	3,800	2,400
Gain/(loss) on extinguishment of debt	$ 0	5,793	$ (4,166)
Cash flow hedge length of time	5 years
Visa Class B Shares [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative liabilities related to sale	$ 6,200	4,800
Parent Company [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Other Long-term Debt	489,201	489,833
Gain/(loss) on extinguishment of debt	0	5,793	$ 0
Long Term Debt Hedged With Fair Value Interest Rate Derivatives Using Shortcut Method [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Net fair value of interest rate derivatives hedging		2,900
Other Long-term Debt		250,000
Long Term Debt Hedged With Fair Value Interest Rate Derivatives Using Long Haul Method [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Net fair value of interest rate derivatives hedging subordinated debt	7,300	5,700
Other Long-term Debt	500,000	500,000
Long Term Debt Hedged With Fair Value Interest Rate Derivatives Using Long Haul Method [Member] | First Tennessee Bank National Association [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Net fair value of interest rate derivatives hedging	1,600	3,600
Other Long-term Debt	400,000	400,000
Additional Derivative Agreements [Member] | Derivative Instruments With Accelerated Termination Provisions [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Collateral received	137,500	146,400
Securities posted collateral	12,900	19,700
Net fair value of derivative assets with adjustable posting thresholds	35,900	64,900
Net fair value of derivative liabilities with adjustable posting thresholds	19,600	16,100
Additional Derivative Agreements [Member] | Derivative Instruments With Adjustable Collateral Posting Thresholds [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Collateral received	137,600	146,400
Securities posted collateral	39,300	63,000
Net fair value of derivative assets with adjustable posting thresholds	35,900	64,900
Net fair value of derivative liabilities with adjustable posting thresholds	49,000	62,800
Trust Preferred Loans [Member] | Cash Flow Hedge | Hedged Items [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Hedged held-to-maturity trust preferred loans principal balance	$ 250,000	$ 250,000

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Derivatives (Derivatives Associated with Fixed Income Trading Activities) (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Customer Interest Rate Contracts [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Notional	$ 1,697,992	$ 1,714,443
Assets	39,495	64,640
Liabilities	14,996	1,943
Offsetting Upstream Interest Rate Contracts [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Notional	1,697,992	1,714,443
Assets	14,996	1,943
Liabilities	39,495	64,640
Put Option [Member] | ShortMember
Derivative Instruments, Gain (Loss) [Line Items]
Notional	5,000
Assets	0
Liabilities	8
Put Option [Member] | LongMember
Derivative Instruments, Gain (Loss) [Line Items]
Notional	17,500	5,000
Assets	63	27
Liabilities	0	0
Forwards And Futures Purchased [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Notional	2,916,750	1,957,524
Assets	6,257	2,212
Liabilities	26,659	1,634
Forwards And Futures Sold [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Notional	3,085,396	2,168,609
Assets	27,330	2,149
Liabilities	$ 6,615	$ 1,893

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Derivatives (Derivatives Associated With Interest Rate Risk Management Activities) (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2016	Dec. 31, 2015
Derivative Instruments, Gain (Loss) [Line Items]
Term borrowings		$ 1,040,656	$ 1,312,677
Customer Interest Rate Contracts [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Notional		1,697,992	1,714,443
Assets		39,495	64,640
Liabilities		14,996	1,943
Customer Interest Rate Contracts [Member] | Customer Interest Rate Contracts Hedging [Member] | Hedging Instruments And Hedged Items [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Notional	[1]	1,357,920	799,978
Assets	[1]	17,566	26,492
Liabilities	[1]	14,277	234
Gains/(Losses)	[1]	(22,969)	604
Offsetting Upstream Interest Rate Contracts [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Notional		1,697,992	1,714,443
Assets		14,996	1,943
Liabilities		39,495	64,640
Offsetting Upstream Interest Rate Contracts [Member] | Customer Interest Rate Contracts Hedging [Member] | Hedging Instruments And Hedged Items [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Notional	[1]	1,357,920	799,978
Assets	[1]	14,277	234
Liabilities	[1]	18,066	26,992
Gains/(Losses)	[1]	22,969	(604)
Interest Rate Swap [Member] | Debt [Member] | Hedging Instruments [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Notional	[2]	900,000	1,150,000
Assets	[2]	1,628	6,519
Liabilities	[2]	7,276	5,705
Gains/(Losses)	[2]	(3,552)	(23,194)
Long Term Debt [Member] | Debt [Member] | Hedged Items [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Term borrowings	[2],[3]	900,000	1,150,000
Gains/(Losses) related to term borrowings	[2],[4]	$ 3,429	$ 23,414

[1] Gains/losses included in the All o ther expense section of the Consolidated Statements of Income.

[2] Gains/losses included in the All other income and commissions section of the Consolidated Statements of Income.

[3] Represents par value of term borrowings being hedged.

[4] Represents gains and losses attributable to changes in fair value due to interest rate risk as designated in ASC 815-20 hedging relationships.

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Derivatives (Derivatives Associated With Cash Flow Hedges) (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2016	Dec. 31, 2015
Derivative Instruments, Gain (Loss) [Line Items]
Gains/(Losses)	[1]	$ (2,045)
Gain/Loss expected to be reclassified to earnings in the next twelve months		500
Hedging Instruments [Member] | Interest Rate Swap [Member] | Cash Flow Hedge
Derivative Instruments, Gain (Loss) [Line Items]
Notional	[2]	250,000
Hedged Items [Member] | Trust Preferred Loans [Member] | Cash Flow Hedge
Derivative Instruments, Gain (Loss) [Line Items]
Held-To-Maturity Trust Preferred Loans Principal Balance		$ 250,000	$ 250,000

[1] Includes approximately $ .5 million of losses expected to be reclassified into earnings in the next twelve months

[2] Amount represents the pre-tax gains/(losses) included within AOCI.

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Derivatives (Schedule Of Derivative Activities Associated With Trust Preferred Loans) (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2016		Dec. 31, 2015		Dec. 31, 2014
Derivative Instruments, Gain (Loss) [Line Items]
Loans, net of unearned income		$ 19,589,520	[1]	$ 17,686,502	[1]	$ 16,230,166
Hedging Instruments [Member] | Loan Portfolio Hedging [Member] | Interest Rate Swap [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Notional		6,500		6,500
Interest Rate Derivative Liabilities at Fair Value		208		488
Gains/(Losses)		280		256
Hedged Items [Member] | Loan Portfolio Hedging [Member] | Trust Preferred Loans [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Loans, net of unearned income	[2],[3]	6,500		6,500
Gains/(Losses)	[3],[4]	$ (276)		$ (253)

[1] December 31, 2016 and 2015 include $28.5 million and $29. 7 million, respectively, of held-to-maturity consumer mortgage loans secured by residential real estate in process of foreclosure.

[2] Represents principal balance being hedged.

[3] Assets included in the Loans, net of unearned income section of the Consolidated Statements of Condition.

[4] Represents gains and losses attributable to changes in fair value due to interest rate risk as designated in ASC 815-20 hedging relationships.

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Derivative Assets And Collateral Received (Details) - USD ($) $ in Thousands		Dec. 31, 2016	Dec. 31, 2015
Derivative [Line Items]
Gross amounts of recognized assets		$ 121,654	$ 104,365
Derivative Assets not subject to master netting agreements		33,700	4,500
Derivatives, Interest Rate Contracts | Subject to Master Netting Agreements
Derivative [Line Items]
Gross amounts of recognized assets	[1]	87,962	99,828
Gross amounts offset in the Statement of Condition	[1]	0	0
Net amounts of assets presented in the Statement of Condition	[1],[2]	87,962	99,828
Derivative liabilities available for offset	[1]	(25,953)	(9,972)
Collateral Received	[1]	(52,888)	(89,856)
Net amount	[1]	$ 9,121	$ 0

[1] 201 6 and 2015 are comprised entirely of interest rate derivative contracts.

[2] In cluded in Derivative assets on the Consolidated Statements of Condition. As of December 31 , 2016 and 2015 , $ 33 . 7 million and $ 4.5 million, respectively, of derivative assets (primarily fixed income forward contracts) have been excluded from these tables because they are generally not subject to master netting or similar agreements.

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Derivative Liabilities and Collateral Pledged (Details) - USD ($) $ in Thousands		Dec. 31, 2016	Dec. 31, 2015
Derivative [Line Items]
Gross amounts of recognized liabilities		$ 135,897	$ 108,339
Derivative Liabilities not subject to master netting agreements		39,500	8,300
Derivatives, Interest Rate Contracts | Subject to Master Netting Agreements
Derivative [Line Items]
Gross amounts of recognized liabilities	[1]	96,363	100,002
Gross amounts offset in the Statement of Condition	[1]	0	0
Net amounts of liabilities presented in the Statement of Condition	[1],[2]	96,363	100,002
Derivative assets available for offset	[1]	(25,953)	(9,972)
Collateral pledged	[1]	(60,746)	(62,172)
Net amount	[1]	$ 9,664	$ 27,858

[1] 2016 and 2015 are comprised entirely of interest rate derivative contracts.

[2] In cluded in Derivative l iabilities on the Consolidated Statements of Condition. As of December 31 , 2016 and 2015 , $ 39 . 5 million and $ 8.3 million, respectively, of derivative liabilities (primarily fixed income forward contracts) have been excluded from these tables because they are generally not subject to master netting or similar agreements.

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Securities Purchased Under Agreements To Resell And Collateral Pledged By Counterparties (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Securities Purchased under Agreements to Resell [Abstract]
Gross amounts of recognized assets	$ 613,682	$ 615,773
Gross amounts offset in the Statement of Condition	0	0
Net amounts of assets presented in the Statement of Condition	613,682	615,773
Offsetting securities sold under agreements to repurchase	(1,628)	(537)
Securities collateral (not recognized on FHN's Statement of Condition)	(603,813)	(607,642)
Net amount	$ 8,241	$ 7,594

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Securities Sold Under Agreements To Repurchase And Collateral Pledged By Company (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Securities Sold Under Agreements To Repurchase [Abstract]
Gross amounts of recognized liabilities	$ 453,053	$ 338,133
Gross amounts offset in the statement of Condition	0	0
Net amounts of liabilities presented in the Statement of Condition	453,053	338,133
Offsetting securities purchased under agreements to resell	(1,628)	(537)
Securities Collateral	(451,414)	(337,523)
Net amount	$ 11	$ 73

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Schedule of the Remaining Contractual Maturity by Collateral Type of Securities Sold Under Agreements To Repurchase (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Transfer Of Certain Financial Assets Accounted For As Secured Borrowings [Line Items]
Securities sold under agreements to repurchase	$ 453,053	$ 338,133
U.S. treasuries
Transfer Of Certain Financial Assets Accounted For As Secured Borrowings [Line Items]
Securities sold under agreements to repurchase	14,864	7,066
Government agency issued MBS
Transfer Of Certain Financial Assets Accounted For As Secured Borrowings [Line Items]
Securities sold under agreements to repurchase	421,771	229,982
Government agency issued CMO
Transfer Of Certain Financial Assets Accounted For As Secured Borrowings [Line Items]
Securities sold under agreements to repurchase	16,418	101,085
Overnight and Continuous
Transfer Of Certain Financial Assets Accounted For As Secured Borrowings [Line Items]
Securities sold under agreements to repurchase	436,635	327,610
Overnight and Continuous | U.S. treasuries
Transfer Of Certain Financial Assets Accounted For As Secured Borrowings [Line Items]
Securities sold under agreements to repurchase	14,864	7,066
Overnight and Continuous | Government agency issued MBS
Transfer Of Certain Financial Assets Accounted For As Secured Borrowings [Line Items]
Securities sold under agreements to repurchase	421,771	229,982
Overnight and Continuous | Government agency issued CMO
Transfer Of Certain Financial Assets Accounted For As Secured Borrowings [Line Items]
Securities sold under agreements to repurchase	0	90,562
Up to 30 Days
Transfer Of Certain Financial Assets Accounted For As Secured Borrowings [Line Items]
Securities sold under agreements to repurchase	16,418	10,523
Up to 30 Days | U.S. treasuries
Transfer Of Certain Financial Assets Accounted For As Secured Borrowings [Line Items]
Securities sold under agreements to repurchase	0	0
Up to 30 Days | Government agency issued MBS
Transfer Of Certain Financial Assets Accounted For As Secured Borrowings [Line Items]
Securities sold under agreements to repurchase	0	0
Up to 30 Days | Government agency issued CMO
Transfer Of Certain Financial Assets Accounted For As Secured Borrowings [Line Items]
Securities sold under agreements to repurchase	$ 16,418	$ 10,523

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Fair Value Of Assets And Liabilities (Narrative) (Details) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2016 USD ($)	Dec. 31, 2016 USD ($) number	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)
Fair Value Of Assets And Liabilities [Abstract]
Gain/(loss) on instrument specific credit risk		$ 1.5	$ 0.4	$ 2.8
Number of levels assets and liabilities are grouped in | number		3
Long-lived asset impairment	$ 3.7

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Fair Value Of Assets And Liabilities (Schedule Of Assets And Liabilities Measured At Fair Value On A Recurring Basis) (Details) - USD ($) $ in Thousands	Dec. 31, 2016		Dec. 31, 2015
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Trading securities	$ 897,071		$ 881,450
Loans held-for-sale	24,269		27,418
Securities available for sale, Fair Value	3,943,499	[1]	3,929,846	[2]
Total other assets	155,479		135,605
Total assets	4,858,813		4,815,903
Total other liabilities	135,897		108,339
Total liabilities	697,745		674,358
Recurring
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Securities available for sale, Fair Value	3,781,994		3,771,430
Level 1
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Loans held-for-sale	0		0
Securities available for sale, Fair Value	25,249		26,434
Total other assets	66,427		33,760
Total assets	91,676		60,194
Total other liabilities	33,274		3,527
Total liabilities	33,274		3,527
Level 2
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Loans held-for-sale	2,345		0
Securities available for sale, Fair Value	3,756,745		3,743,496
Total other assets	88,067		100,004
Total assets	4,741,655		4,720,573
Total other liabilities	96,378		100,002
Total liabilities	658,226		666,021
Level 3
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Loans held-for-sale	21,924		27,418
Securities available for sale, Fair Value	0		1,500
Total other assets	985		1,841
Total assets	25,482		35,136
Total other liabilities	6,245		4,810
Total liabilities	6,245		4,810
U.S. treasuries
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Securities available for sale, Fair Value	100		100
U.S. treasuries | Level 1
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Securities available for sale, Fair Value	0		0
U.S. treasuries | Level 2
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Securities available for sale, Fair Value	100		100
U.S. treasuries | Level 3
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Securities available for sale, Fair Value	0		0
Government Agency Issued Mortgage-Backed Securities ("MBS")
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Securities available for sale, Fair Value	2,208,687		1,573,611
Government Agency Issued Mortgage-Backed Securities ("MBS") | Level 1
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Securities available for sale, Fair Value	0		0
Government Agency Issued Mortgage-Backed Securities ("MBS") | Level 2
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Securities available for sale, Fair Value	2,208,687		1,573,611
Government Agency Issued Mortgage-Backed Securities ("MBS") | Level 3
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Securities available for sale, Fair Value	0		0
Government Agency Issued Collateralized Mortgage Obligations ("CMO")
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Securities available for sale, Fair Value	1,547,958		2,169,683
Government Agency Issued Collateralized Mortgage Obligations ("CMO") | Level 1
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Securities available for sale, Fair Value	0		0
Government Agency Issued Collateralized Mortgage Obligations ("CMO") | Level 2
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Securities available for sale, Fair Value	1,547,958		2,169,683
Government Agency Issued Collateralized Mortgage Obligations ("CMO") | Level 3
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Securities available for sale, Fair Value	0		0
Other U.S. Government Agencies
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Securities available for sale, Fair Value			102
Other U.S. Government Agencies | Level 1
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Securities available for sale, Fair Value			0
Other U.S. Government Agencies | Level 2
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Securities available for sale, Fair Value			102
Other U.S. Government Agencies | Level 3
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Securities available for sale, Fair Value			0
States And Municipalities
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Securities available for sale, Fair Value			1,500
States And Municipalities | Level 1
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Securities available for sale, Fair Value			0
States And Municipalities | Level 2
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Securities available for sale, Fair Value			0
States And Municipalities | Level 3
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Securities available for sale, Fair Value			1,500
Equity, Mutual Funds, And Other
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Securities available for sale, Fair Value	25,249		26,434
Equity, Mutual Funds, And Other | Level 1
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Securities available for sale, Fair Value	25,249		26,434
Equity, Mutual Funds, And Other | Level 2
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Securities available for sale, Fair Value	0		0
Equity, Mutual Funds, And Other | Level 3
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Securities available for sale, Fair Value	0		0
Mortgage Servicing Rights
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total other assets	985		1,841
Mortgage Servicing Rights | Level 1
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total other assets	0		0
Mortgage Servicing Rights | Level 2
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total other assets	0		0
Mortgage Servicing Rights | Level 3
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total other assets	985		1,841
Deferred Compensation Assets
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total other assets	32,840		29,399
Deferred Compensation Assets | Level 1
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total other assets	32,840		29,399
Deferred Compensation Assets | Level 2
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total other assets	0		0
Deferred Compensation Assets | Level 3
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total other assets	0		0
Derivatives, Forwards And Futures
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total other assets	33,587		4,361
Total other liabilities	33,274		3,527
Derivatives, Forwards And Futures | Level 1
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total other assets	33,587		4,361
Total other liabilities	33,274		3,527
Derivatives, Forwards And Futures | Level 2
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total other assets	0		0
Total other liabilities	0		0
Derivatives, Forwards And Futures | Level 3
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total other assets	0		0
Total other liabilities	0		0
Derivatives, Interest Rate Contracts
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total other assets	88,025		99,855
Total other liabilities	96,371		100,002
Derivatives, Interest Rate Contracts | Level 1
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total other assets	0		0
Total other liabilities	0		0
Derivatives, Interest Rate Contracts | Level 2
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total other assets	88,025		99,855
Total other liabilities	96,371		100,002
Derivatives, Interest Rate Contracts | Level 3
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total other assets	0		0
Total other liabilities	0		0
Derivatives, Other
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total other assets	42		149
Total other liabilities	6,252		4,810
Derivatives, Other | Level 1
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total other assets	0		0
Total other liabilities	0		0
Derivatives, Other | Level 2
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total other assets	42		149
Total other liabilities	7		0
Derivatives, Other | Level 3
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total other assets	0		0
Total other liabilities	6,245		4,810
Fixed Income
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Trading securities	894,503		877,078
Total trading liabilities - fixed income	561,848		566,019
Fixed Income | Level 1
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Trading securities	0		0
Total trading liabilities - fixed income	0		0
Fixed Income | Level 2
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Trading securities	894,498		877,073
Total trading liabilities - fixed income	561,848		566,019
Fixed Income | Level 3
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Trading securities	5		5
Total trading liabilities - fixed income	0		0
Fixed Income | U.S. treasuries
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Trading securities	146,988		64,483
Total trading liabilities - fixed income	381,229		284,275
Fixed Income | U.S. treasuries | Level 1
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Trading securities	0		0
Total trading liabilities - fixed income	0		0
Fixed Income | U.S. treasuries | Level 2
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Trading securities	146,988		64,483
Total trading liabilities - fixed income	381,229		284,275
Fixed Income | U.S. treasuries | Level 3
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Trading securities	0		0
Total trading liabilities - fixed income	0		0
Fixed Income | Government Agency Issued Mortgage-Backed Securities ("MBS")
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Trading securities	256,611		258,899
Fixed Income | Government Agency Issued Mortgage-Backed Securities ("MBS") | Level 1
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Trading securities	0		0
Fixed Income | Government Agency Issued Mortgage-Backed Securities ("MBS") | Level 2
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Trading securities	256,611		258,899
Fixed Income | Government Agency Issued Mortgage-Backed Securities ("MBS") | Level 3
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Trading securities	0		0
Fixed Income | Government Agency Issued Collateralized Mortgage Obligations ("CMO")
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Trading securities	150,058		99,260
Fixed Income | Government Agency Issued Collateralized Mortgage Obligations ("CMO") | Level 1
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Trading securities	0		0
Fixed Income | Government Agency Issued Collateralized Mortgage Obligations ("CMO") | Level 2
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Trading securities	150,058		99,260
Fixed Income | Government Agency Issued Collateralized Mortgage Obligations ("CMO") | Level 3
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Trading securities	0		0
Fixed Income | Other U.S. Government Agencies
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Trading securities	52,314		83,740
Total trading liabilities - fixed income	844
Fixed Income | Other U.S. Government Agencies | Level 1
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Trading securities	0		0
Total trading liabilities - fixed income	0
Fixed Income | Other U.S. Government Agencies | Level 2
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Trading securities	52,314		83,740
Total trading liabilities - fixed income	844
Fixed Income | Other U.S. Government Agencies | Level 3
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Trading securities	0		0
Total trading liabilities - fixed income	0
Fixed Income | States And Municipalities
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Trading securities	60,351		32,729
Fixed Income | States And Municipalities | Level 1
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Trading securities	0		0
Fixed Income | States And Municipalities | Level 2
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Trading securities	60,351		32,729
Fixed Income | States And Municipalities | Level 3
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Trading securities	0		0
Fixed Income | Corporate And Other Debt
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Trading securities	227,939		331,714
Total trading liabilities - fixed income	179,775		281,744
Fixed Income | Corporate And Other Debt | Level 1
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Trading securities	0		0
Total trading liabilities - fixed income	0		0
Fixed Income | Corporate And Other Debt | Level 2
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Trading securities	227,934		331,709
Total trading liabilities - fixed income	179,775		281,744
Fixed Income | Corporate And Other Debt | Level 3
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Trading securities	5		5
Total trading liabilities - fixed income	0		0
Fixed Income | Equity, Mutual Funds, And Other
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Trading securities	242		6,253
Fixed Income | Equity, Mutual Funds, And Other | Level 1
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Trading securities	0		0
Fixed Income | Equity, Mutual Funds, And Other | Level 2
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Trading securities	242		6,253
Fixed Income | Equity, Mutual Funds, And Other | Level 3
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Trading securities	0		0
Mortgage Banking
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Trading securities	2,568		4,372
Mortgage Banking | Level 1
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Trading securities	0		0
Mortgage Banking | Level 2
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Trading securities	0		0
Mortgage Banking | Level 3
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Trading securities	$ 2,568		$ 4,372

[1] Includes $ 3 . 3 billion of securities pledged to secure public deposits, securities sold under agreements to repurchase, and for other purposes.

[2] Includes $ 2.9 billion of securities pledged to secure public deposits, securities sold under agreements to repu rchase, and for other purposes .

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Fair Value Of Assets And Liabilities (Summary Of Changes In Level 3 Assets And Liabilities Measured At Fair Value) (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Trading Account Assets [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance		$ 4,377	$ 5,642	$ 7,200
Net income		604	369	149
Other comprehensive income				0
Purchases, assets		0	0	1,559
Sales, assets		0	0	(1,715)
Settlements, assets		(2,408)	(1,634)	(1,551)
Net transfers into/(out of) Level 3, assets		0	0	0
Ending Balance		2,573	4,377	5,642
Net unrealized gains/(losses) included in net income	[1]	159	369	225
Loans Held For Sale [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance		27,418	27,910	230,456
Net income		3,380	2,765	52,494
Other comprehensive income				0
Purchases, assets		706	3,116	5,654
Sales, assets		0	0	(236,975)
Settlements, assets		(6,264)	(4,462)	(19,806)
Net transfers into/(out of) Level 3, assets	[2]	(3,316)	(1,911)	(3,913)
Ending Balance		21,924	27,418	27,910
Net unrealized gains/(losses) included in net income	[1]	3,380	2,765	1,991
AFS Securities [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance		1,500	3,307	3,826
Net income		0	(47)	0
Other comprehensive income				(64)
Purchases, assets		0	0	0
Sales, assets		0	(1,760)	0
Settlements, assets		(1,500)	0	(455)
Net transfers into/(out of) Level 3, assets		0	0	0
Ending Balance		0	1,500	3,307
Net unrealized gains/(losses) included in net income		0	0	0
Venture Capital Funds [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance			0	4,300
Net income				(2,995)
Other comprehensive income				0
Purchases, assets				0
Sales, assets				(5)
Settlements, assets				(1,300)
Net transfers into/(out of) Level 3, assets				0
Ending Balance				0
Net unrealized gains/(losses) included in net income				0
Mortgage Servicing Rights Net [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance		1,841	2,517	72,793
Net income		31	0	1,248
Other comprehensive income				0
Purchases, assets		0	0	0
Sales, assets		(205)	0	(70,204)
Settlements, assets		(682)	(676)	(1,320)
Net transfers into/(out of) Level 3, assets		0	0	0
Ending Balance		985	1,841	2,517
Net unrealized gains/(losses) included in net income		0	0	43	[1]
Net Derivative Liabilities [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance		(4,810)	(5,240)	(2,915)
Net income		(2,634)	(775)	(5,981)
Other comprehensive income				0
Purchases, liabilities		0	0	0
Sales, liabilities		0	0	0
Settlements, liabilities		1,199	1,205	3,656
Net transfers in/(out) level 3, liabilities		0	0	0
Ending Balance		(6,245)	(4,810)	(5,240)
Net unrealized gains/(losses) included in other expense	[3]	$ (2,634)	$ (775)	$ (5,981)

[1] Primarily included in mortgage banking income on the Consolidated Statements of Income.

[2] Transfers out of recurring loans held-for-sale level 3 balances generally reflect movements out of recurring loans held-for-sale and into real estate acquired by foreclosure (level 3 nonrecurring).

[3] Included in Other expens e .

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Fair Value Of Assets And Liabilities (Nonrecurring Fair Value Measurements) (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2016		Dec. 31, 2015		Dec. 31, 2014
Fair Value Of Assets And Liabilities [Line Items]
Loans held-for-sale		$ 24,269		$ 27,418
Loans, net of unearned income		19,589,520	[1]	17,686,502	[1]	$ 16,230,166
Real estate acquired by foreclosure	[2]	16,237		33,063
Other assets		155,479		135,605
Net gains/(losses), Loans, net of unearned income	[3]	(2,055)		4,087		(801)
Net gains/(losses), Real estate acquired by foreclosure	[4]	(2,041)		(2,868)		(3,465)
Net gains/(losses), Other assets	[5]	(3,349)		(4,582)		(2,087)
Gain (loss) on financial assets measured on non-recurring basis		(7,371)		(3,306)		(6,777)
Fair Value Measurements Nonrecurring [Member]
Fair Value Of Assets And Liabilities [Line Items]
Loans, net of unearned income	[3]	31,070		27,026		40,531
Real estate acquired by foreclosure	[4]	11,235		24,977		30,430
Other assets	[5]	29,609		24,577		28,660
Fair Value Inputs Level1 [Member]
Fair Value Of Assets And Liabilities [Line Items]
Loans held-for-sale		0		0
Other assets		66,427		33,760
Fair Value Inputs Level1 [Member] | Fair Value Measurements Nonrecurring [Member]
Fair Value Of Assets And Liabilities [Line Items]
Loans, net of unearned income	[3]	0		0		0
Real estate acquired by foreclosure	[4]	0		0		0
Other assets	[5]	0		0		0
Fair Value Inputs Level2 [Member]
Fair Value Of Assets And Liabilities [Line Items]
Loans held-for-sale		2,345		0
Other assets		88,067		100,004
Fair Value Inputs Level2 [Member] | Fair Value Measurements Nonrecurring [Member]
Fair Value Of Assets And Liabilities [Line Items]
Loans, net of unearned income	[3]	0		0		0
Real estate acquired by foreclosure	[4]	0		0		0
Other assets	[5]	0		0		0
Fair Value Inputs Level3 [Member]
Fair Value Of Assets And Liabilities [Line Items]
Loans held-for-sale		21,924		27,418
Other assets		985		1,841
Fair Value Inputs Level3 [Member] | Fair Value Measurements Nonrecurring [Member]
Fair Value Of Assets And Liabilities [Line Items]
Loans, net of unearned income	[3]	31,070		27,026		40,531
Real estate acquired by foreclosure	[4]	11,235		24,977		30,430
Other assets	[5]	29,609		24,577		28,660
First Mortgage [Member]
Fair Value Of Assets And Liabilities [Line Items]
Loans held-for-sale		638		729		846
Net gains/(losses), Loans held for sale		75		57		(470)
First Mortgage [Member] | Fair Value Inputs Level1 [Member]
Fair Value Of Assets And Liabilities [Line Items]
Loans held-for-sale		0		0		0
First Mortgage [Member] | Fair Value Inputs Level2 [Member]
Fair Value Of Assets And Liabilities [Line Items]
Loans held-for-sale		0		0		0
First Mortgage [Member] | Fair Value Inputs Level3 [Member]
Fair Value Of Assets And Liabilities [Line Items]
Loans held-for-sale		638		$ 729		846
Small Business Administrations [Member]
Fair Value Of Assets And Liabilities [Line Items]
Loans held-for-sale		4,286				3,322
Net gains/(losses), Loans held for sale		(1)				46
Small Business Administrations [Member] | Fair Value Inputs Level1 [Member]
Fair Value Of Assets And Liabilities [Line Items]
Loans held-for-sale		0				0
Small Business Administrations [Member] | Fair Value Inputs Level2 [Member]
Fair Value Of Assets And Liabilities [Line Items]
Loans held-for-sale		4,286				3,322
Small Business Administrations [Member] | Fair Value Inputs Level3 [Member]
Fair Value Of Assets And Liabilities [Line Items]
Loans held-for-sale		$ 0				$ 0

[1] December 31, 2016 and 2015 include $28.5 million and $29. 7 million, respectively, of held-to-maturity consumer mortgage loans secured by residential real estate in process of foreclosure.

[2] December 31, 2016 and 2015 include $8.1 million and $14.6 million, respectively, of foreclosed residential real estate.

[3] Represents carrying value of loans for which adjustments are required to be based on the appraised value of the collateral less estimated costs to sell. Write-downs on these loans are recognized as part of provision for loan losses . Gains in 2015 are due to recoveries of previously charged-off amounts.

[4] Represents the fair value and related losses of foreclosed properties that were measured subsequent to their initial classification as foreclosed assets. Balance excludes foreclosed real estate related to go vernment insured mortgages.

[5] Represents tax credit investments accounted for under the equity method .

XML

Fair Value Of Assets And Liabilities (Schedule Of Unobservable Inputs Utilized In Determining The Fair Value Of Level 3 Recurring And Non-Recurring Measurements) (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Fair Value Inputs Assets Quantitative Information [Line Items]
Trading securities		$ 897,071	$ 881,450
Loans held-for-sale		24,269	27,418
Other Liabilities, Fair Value Disclosure		135,897	108,339
Real estate acquired by foreclosure	[1]	16,237	33,063
Other assets		155,479	135,605
Mortgage Banking
Fair Value Inputs Assets Quantitative Information [Line Items]
Trading securities		2,568	4,372
First Mortgages
Fair Value Inputs Assets Quantitative Information [Line Items]
Loans held-for-sale		638	729	$ 846
Residential Real Estate
Fair Value Inputs Assets Quantitative Information [Line Items]
Real estate acquired by foreclosure		8,100	14,600
Non Recurring
Fair Value Inputs Assets Quantitative Information [Line Items]
Real estate acquired by foreclosure	[2]	11,235	24,977	30,430
Other assets	[3]	29,609	24,577	28,660
Derivatives, Other
Fair Value Inputs Assets Quantitative Information [Line Items]
Other Liabilities, Fair Value Disclosure		6,252	4,810
Other assets		42	149
Level 3
Fair Value Inputs Assets Quantitative Information [Line Items]
Loans held-for-sale		21,924	27,418
Other Liabilities, Fair Value Disclosure		6,245	4,810
Other assets		985	1,841
Level 3 | Mortgage Banking
Fair Value Inputs Assets Quantitative Information [Line Items]
Trading securities		2,568	4,372
Level 3 | First Mortgages
Fair Value Inputs Assets Quantitative Information [Line Items]
Loans held-for-sale		638	729	846
Level 3 | Residential Real Estate
Fair Value Inputs Assets Quantitative Information [Line Items]
Loans held-for-sale		22,562	28,147
Level 3 | Non Recurring
Fair Value Inputs Assets Quantitative Information [Line Items]
Loans, net of unearned income	[4]	31,070	27,026
Real estate acquired by foreclosure	[2]	11,235	24,977	30,430
Other assets	[3]	29,609	24,577	$ 28,660
Level 3 | Derivatives, Other
Fair Value Inputs Assets Quantitative Information [Line Items]
Other Liabilities, Fair Value Disclosure		6,245	4,810
Other assets		0	0
Other Assets | Level 3 | Non Recurring
Fair Value Inputs Assets Quantitative Information [Line Items]
Other assets	[3]	$ 29,609	$ 24,577
Discounted Cash Flow | Trading Securities | Level 3 | Mortgage Banking
Fair Value Inputs Assets Quantitative Information [Line Items]
Valuation Techniques		Discounted cash flow	Discounted cash flow
Discounted Cash Flow | Loans Held-For-Sale | Level 3 | Residential Real Estate
Fair Value Inputs Assets Quantitative Information [Line Items]
Valuation Techniques		Discounted cash flow	Discounted cash flow
Discounted Cash Flow | Derivative Liabilities, Other | Level 3
Fair Value Inputs Assets Quantitative Information [Line Items]
Valuation Techniques		Discounted cash flow	Discounted cash flow
Discounted Cash Flow | Other Assets | Level 3
Fair Value Inputs Assets Quantitative Information [Line Items]
Valuation Techniques		Discounted cash flow	Discounted cash flow
Appraisals From Comparable Properties | Loans, Net Of Unearned Income | Level 3
Fair Value Inputs Assets Quantitative Information [Line Items]
Valuation Techniques		Appraisals from comparable properties	Appraisals from comparable properties
Appraisals From Comparable Properties | Real Estate Acquired By Foreclosure | Level 3
Fair Value Inputs Assets Quantitative Information [Line Items]
Valuation Techniques		Appraisals from comparable properties	Appraisals from comparable properties
Appraisals From Comparable Properties | Other Assets | Level 3
Fair Value Inputs Assets Quantitative Information [Line Items]
Valuation Techniques		Appraisals from comparable properties	Appraisals from comparable properties
Other Collateral Valuations | Loans, Net Of Unearned Income | Level 3
Fair Value Inputs Assets Quantitative Information [Line Items]
Valuation Techniques		Other collateral valuations	Other collateral valuations
Maximum | Discounted Cash Flow | Derivative Liabilities, Other | Level 3 | Derivatives, Other
Fair Value Inputs Assets Quantitative Information [Line Items]
Visa covered litigation resolution amount		$ 5,200,000	$ 5,400,000
Maximum | Discounted Cash Flow | 22% - 41% Values Utilized | Trading Securities | Level 3 | Mortgage Banking
Fair Value Inputs Assets Quantitative Information [Line Items]
Prepayment Speeds		41.00%
Maximum | Discounted Cash Flow | 42% - 43% Values Utilized | Trading Securities | Level 3 | Mortgage Banking
Fair Value Inputs Assets Quantitative Information [Line Items]
Prepayment Speeds			43.00%
Maximum | Discounted Cash Flow | 29% - 50% Values Utilized | Trading Securities | Level 3 | Mortgage Banking
Fair Value Inputs Assets Quantitative Information [Line Items]
Discount rate		50.00%
Maximum | Discounted Cash Flow | 6% - 63% Values Utilized | Trading Securities | Level 3 | Mortgage Banking
Fair Value Inputs Assets Quantitative Information [Line Items]
Discount rate			63.00%
Maximum | Discounted Cash Flow | 2% - 20% Values Utilized | Loans Held-For-Sale | Level 3 | Residential Real Estate | First Mortgages
Fair Value Inputs Assets Quantitative Information [Line Items]
Prepayment Speeds			20.00%
Maximum | Discounted Cash Flow | 3% - 15% Values Utilized | Loans Held-For-Sale | Level 3 | Residential Real Estate | Home Equity
Fair Value Inputs Assets Quantitative Information [Line Items]
Prepayment Speeds		15.00%	15.00%
Maximum | Discounted Cash Flow | 50% - 70% Values Utilized | Loans Held-For-Sale | Level 3 | Residential Real Estate
Fair Value Inputs Assets Quantitative Information [Line Items]
Foreclosure losses		70.00%
Maximum | Discounted Cash Flow | 45% - 55% Values Utilized | Loans Held-For-Sale | Level 3 | Residential Real Estate
Fair Value Inputs Assets Quantitative Information [Line Items]
Foreclosure losses			55.00%
Maximum | Discounted Cash Flow | 5% - 50% Of UPB | Loans Held-For-Sale | Level 3 | Residential Real Estate | First Mortgages
Fair Value Inputs Assets Quantitative Information [Line Items]
Loss severity trends		50.00%
Maximum | Discounted Cash Flow | 10% - 70% Of UPB | Loans Held-For-Sale | Level 3 | Residential Real Estate | First Mortgages
Fair Value Inputs Assets Quantitative Information [Line Items]
Loss severity trends			70.00%
Maximum | Discounted Cash Flow | 15% - 100% Of UPB | Loans Held-For-Sale | Level 3 | Residential Real Estate | Home Equity
Fair Value Inputs Assets Quantitative Information [Line Items]
Loss severity trends		100.00%
Maximum | Discounted Cash Flow | 35% - 100% Of UPB | Loans Held-For-Sale | Level 3 | Residential Real Estate | Home Equity
Fair Value Inputs Assets Quantitative Information [Line Items]
Loss severity trends			100.00%
Maximum | Discounted Cash Flow | 2% - 12% Values Utilized | Loans Held-For-Sale | Level 3 | Residential Real Estate | Home Equity
Fair Value Inputs Assets Quantitative Information [Line Items]
Draw rate			12.00%
Maximum | Discounted Cash Flow | 10% - 30% Values Utilized | Derivative Liabilities, Other | Level 3 | Derivatives, Other
Fair Value Inputs Assets Quantitative Information [Line Items]
Probability of resolution scenarios		30.00%
Maximum | Discounted Cash Flow | 5% - 25% Values Utilized | Derivative Liabilities, Other | Level 3 | Derivatives, Other
Fair Value Inputs Assets Quantitative Information [Line Items]
Probability of resolution scenarios			25.00%
Maximum | Discounted Cash Flow | 24 Months To 54 Months | Derivative Liabilities, Other | Level 3 | Derivatives, Other
Fair Value Inputs Assets Quantitative Information [Line Items]
Time until resolution		54 months
Maximum | Discounted Cash Flow | 6 Months to 42 Months | Derivative Liabilities, Other | Level 3 | Derivatives, Other
Fair Value Inputs Assets Quantitative Information [Line Items]
Time until resolution			42 months
Maximum | Discounted Cash Flow | 0% - 15% Adjustment to Yield | Other Assets | Level 3
Fair Value Inputs Assets Quantitative Information [Line Items]
Adjustments to current sales yields for specific properties		15.00%	15.00%
Maximum | Appraisals From Comparable Properties | 0% - 10% of Appraisal | Loans, Net Of Unearned Income | Level 3
Fair Value Inputs Assets Quantitative Information [Line Items]
Marketability adjustments for specific properties		10.00%	10.00%
Maximum | Appraisals From Comparable Properties | 0% - 10% of Appraisal | Real Estate Acquired By Foreclosure | Level 3
Fair Value Inputs Assets Quantitative Information [Line Items]
Adjustment for value changes since appraisal		10.00%	10.00%
Maximum | Appraisals From Comparable Properties | 0% - 25% Of Appraisal | Other Assets | Level 3
Fair Value Inputs Assets Quantitative Information [Line Items]
Marketability adjustments for specific properties		25.00%	25.00%
Maximum | Other Collateral Valuations | 20% - 50% Of Gross Value | Loans, Net Of Unearned Income | Level 3
Fair Value Inputs Assets Quantitative Information [Line Items]
Borrowing base certificates adjustment		50.00%	50.00%
Maximum | Other Collateral Valuations | 0% - 25% Of Reported Value | Loans, Net Of Unearned Income | Level 3
Fair Value Inputs Assets Quantitative Information [Line Items]
Financial statements/auction values adjustment		25.00%	25.00%
Minimum | Discounted Cash Flow | Derivative Liabilities, Other | Level 3 | Derivatives, Other
Fair Value Inputs Assets Quantitative Information [Line Items]
Visa covered litigation resolution amount		$ 4,400,000	$ 4,400,000
Minimum | Discounted Cash Flow | 22% - 41% Values Utilized | Trading Securities | Level 3 | Mortgage Banking
Fair Value Inputs Assets Quantitative Information [Line Items]
Prepayment Speeds		22.00%
Minimum | Discounted Cash Flow | 42% - 43% Values Utilized | Trading Securities | Level 3 | Mortgage Banking
Fair Value Inputs Assets Quantitative Information [Line Items]
Prepayment Speeds			42.00%
Minimum | Discounted Cash Flow | 29% - 50% Values Utilized | Trading Securities | Level 3 | Mortgage Banking
Fair Value Inputs Assets Quantitative Information [Line Items]
Discount rate		29.00%
Minimum | Discounted Cash Flow | 6% - 63% Values Utilized | Trading Securities | Level 3 | Mortgage Banking
Fair Value Inputs Assets Quantitative Information [Line Items]
Discount rate			6.00%
Minimum | Discounted Cash Flow | 2% - 20% Values Utilized | Loans Held-For-Sale | Level 3 | Residential Real Estate | First Mortgages
Fair Value Inputs Assets Quantitative Information [Line Items]
Prepayment Speeds			2.00%
Minimum | Discounted Cash Flow | 3% - 15% Values Utilized | Loans Held-For-Sale | Level 3 | Residential Real Estate | Home Equity
Fair Value Inputs Assets Quantitative Information [Line Items]
Prepayment Speeds		3.00%	3.00%
Minimum | Discounted Cash Flow | 50% - 70% Values Utilized | Loans Held-For-Sale | Level 3 | Residential Real Estate
Fair Value Inputs Assets Quantitative Information [Line Items]
Foreclosure losses		50.00%
Minimum | Discounted Cash Flow | 45% - 55% Values Utilized | Loans Held-For-Sale | Level 3 | Residential Real Estate
Fair Value Inputs Assets Quantitative Information [Line Items]
Foreclosure losses			45.00%
Minimum | Discounted Cash Flow | 5% - 50% Of UPB | Loans Held-For-Sale | Level 3 | Residential Real Estate | First Mortgages
Fair Value Inputs Assets Quantitative Information [Line Items]
Loss severity trends		5.00%
Minimum | Discounted Cash Flow | 10% - 70% Of UPB | Loans Held-For-Sale | Level 3 | Residential Real Estate | First Mortgages
Fair Value Inputs Assets Quantitative Information [Line Items]
Loss severity trends			10.00%
Minimum | Discounted Cash Flow | 15% - 100% Of UPB | Loans Held-For-Sale | Level 3 | Residential Real Estate | Home Equity
Fair Value Inputs Assets Quantitative Information [Line Items]
Loss severity trends		15.00%
Minimum | Discounted Cash Flow | 35% - 100% Of UPB | Loans Held-For-Sale | Level 3 | Residential Real Estate | Home Equity
Fair Value Inputs Assets Quantitative Information [Line Items]
Loss severity trends			35.00%
Minimum | Discounted Cash Flow | 2% - 12% Values Utilized | Loans Held-For-Sale | Level 3 | Residential Real Estate | Home Equity
Fair Value Inputs Assets Quantitative Information [Line Items]
Draw rate			2.00%
Minimum | Discounted Cash Flow | 10% - 30% Values Utilized | Derivative Liabilities, Other | Level 3 | Derivatives, Other
Fair Value Inputs Assets Quantitative Information [Line Items]
Probability of resolution scenarios		10.00%
Minimum | Discounted Cash Flow | 5% - 25% Values Utilized | Derivative Liabilities, Other | Level 3 | Derivatives, Other
Fair Value Inputs Assets Quantitative Information [Line Items]
Probability of resolution scenarios			5.00%
Minimum | Discounted Cash Flow | 24 Months To 54 Months | Derivative Liabilities, Other | Level 3 | Derivatives, Other
Fair Value Inputs Assets Quantitative Information [Line Items]
Time until resolution		24 months
Minimum | Discounted Cash Flow | 6 Months to 42 Months | Derivative Liabilities, Other | Level 3 | Derivatives, Other
Fair Value Inputs Assets Quantitative Information [Line Items]
Time until resolution			6 months
Minimum | Discounted Cash Flow | 0% - 15% Adjustment to Yield | Other Assets | Level 3
Fair Value Inputs Assets Quantitative Information [Line Items]
Adjustments to current sales yields for specific properties		0.00%	0.00%
Minimum | Appraisals From Comparable Properties | 0% - 10% of Appraisal | Loans, Net Of Unearned Income | Level 3
Fair Value Inputs Assets Quantitative Information [Line Items]
Marketability adjustments for specific properties		0.00%	0.00%
Minimum | Appraisals From Comparable Properties | 0% - 10% of Appraisal | Real Estate Acquired By Foreclosure | Level 3
Fair Value Inputs Assets Quantitative Information [Line Items]
Adjustment for value changes since appraisal		0.00%	0.00%
Minimum | Appraisals From Comparable Properties | 0% - 25% Of Appraisal | Other Assets | Level 3
Fair Value Inputs Assets Quantitative Information [Line Items]
Marketability adjustments for specific properties		0.00%	0.00%
Minimum | Other Collateral Valuations | 20% - 50% Of Gross Value | Loans, Net Of Unearned Income | Level 3
Fair Value Inputs Assets Quantitative Information [Line Items]
Borrowing base certificates adjustment		20.00%	20.00%
Minimum | Other Collateral Valuations | 0% - 25% Of Reported Value | Loans, Net Of Unearned Income | Level 3
Fair Value Inputs Assets Quantitative Information [Line Items]
Financial statements/auction values adjustment		0.00%	0.00%

[1] December 31, 2016 and 2015 include $8.1 million and $14.6 million, respectively, of foreclosed residential real estate.

[2] Represents the fair value and related losses of foreclosed properties that were measured subsequent to their initial classification as foreclosed assets. Balance excludes foreclosed real estate related to go vernment insured mortgages.

[3] Represents tax credit investments accounted for under the equity method .

[4] Represents carrying value of loans for which adjustments are required to be based on the appraised value of the collateral less estimated costs to sell. Write-downs on these loans are recognized as part of provision for loan losses.

XML

Fair Value Of Assets And Liabilities (Summary Of Differences Between The Fair Value Carrying Amount Of Mortgages Held-For-Sale And Aggregate Unpaid Principal Amount) (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Loans held-for-sale	$ 24,269	$ 27,418
Fair Value Carrying Amount
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Loans held-for-sale	24,269	27,418
Nonaccrual loans	6,775	7,702
Loans 90 days or more past due and still accruing	211	2,181
Aggregate Unpaid Principal
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Loans held-for-sale	35,262	41,881
Nonaccrual loans	12,910	14,807
Loans 90 days or more past due and still accruing	331	3,004
Fair Value Carrying Amount Less Aggregate Unpaid Principal
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Loans held-for-sale	10,993	14,463
Nonaccrual loans	6,135	7,105
Loans 90 days or more past due and still accruing	$ 120	$ 823

XML

Fair Value Of Assets And Liabilities (Changes In Fair Value Of Assets And Liabilities Which Fair Value Option Included In Current Period Earnings) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Mortgage Banking Noninterest Income | Loans Held-For-Sale
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Changes in fair value included in net income	$ 3,380	$ 2,765	$ 52,494

XML

Fair Value Of Assets And Liabilities (Summary Of Book Value And Estimated Fair Value Of Financial Instruments) (Details) - USD ($) $ in Thousands		Dec. 31, 2016		Dec. 31, 2015
Assets:
Total loans, net of unearned income and allowance for loan losses		$ 19,387,452		$ 17,476,260
Short-term financial assets:
Interest-bearing cash		1,060,034		602,836
Federal funds sold		50,838		114,479
Securities purchased under agreements to resell		613,682		615,773
Trading securities		897,071		881,450
Loans held-for-sale	[1]	111,248		126,342
Securities available-for-sale		3,943,499	[2]	3,929,846	[3]
Securities held-to-maturity		14,347		14,320
Derivative assets		121,654		104,365
Other assets:
Total other assets		155,479		135,605
Nonearning assets:
Cash and due from banks		373,274		300,811
Fixed income receivables		57,411		63,660
Total assets		28,555,231		26,192,637
Deposits:
Total deposits		22,672,363		19,967,478
Trading liabilities		561,848		566,019
Short-term financial liabilities:
Federal Funds Purchased		414,207		464,166
Securities sold under agreements to repurchase		453,053		338,133
Other short-term borrowings		83,177		137,861
Term borrowings:
Total term borrowings		1,040,656		1,312,677
Derivative liabilities		135,897		108,339
Other noninterest-bearing liabilities:
Fixed income payables		21,002		23,072
Total liabilities		25,850,147		23,553,051
Carrying Reported Amount Fair Value Disclosure [Member]
Assets:
Total loans, net of unearned income and allowance for loan losses		19,387,452		17,476,260
Short-term financial assets:
Interest-bearing cash		1,060,034		602,836
Federal funds sold		50,838		114,479
Securities purchased under agreements to resell		613,682		615,773
Total short-term financial assets		1,724,554		1,333,088
Trading securities	[4]	897,071		881,450
Loans held-for-sale		111,248	[4]	126,342
Securities available-for-sale	[4]	3,943,499	[5]	3,929,846	[6]
Securities held-to-maturity		14,347		14,320
Derivative assets	[4]	121,654		104,365
Other assets:
Tax credit investments		100,105		91,507
Deferred compensation assets		32,840		29,399
Total other assets		132,945		120,906
Nonearning assets:
Cash and due from banks		373,274		300,811
Fixed income receivables		57,411		63,660
Accrued interest receivable		60,870		62,497
Total nonearning assets		491,555		426,968
Total assets		26,824,325		24,413,545
Deposits:
Defined maturity		1,355,133		1,231,876
Undefined maturity		21,317,230		18,735,602
Total deposits		22,672,363		19,967,478
Trading liabilities	[4]	561,848		566,019
Short-term financial liabilities:
Federal Funds Purchased		414,207		464,166
Securities sold under agreements to repurchase		453,053		338,133
Other short-term borrowings		83,177		137,861
Total short-term financial liabilities		950,437		940,160
Term borrowings:
Real estate investment trust-preferred		46,032		45,964
Term borrowings - new market tax credit investment		18,000		18,000
Borrowings secured by residential real estate		23,126		41,100
Other long term borrowings		953,498		1,207,613
Total term borrowings		1,040,656		1,312,677
Derivative liabilities	[4]	135,897		108,339
Other noninterest-bearing liabilities:
Fixed income payables		21,002		23,072
Accrued interest payable		10,336		14,871
Total other noninterest-bearing liabilities		31,338		37,943
Total liabilities		25,392,539		22,932,616
Carrying Reported Amount Fair Value Disclosure [Member] | Commercial Financial And Industrial Portfolio Segment [Member]
Assets:
Total loans, net of unearned income and allowance for loan losses		12,058,689		10,362,753
Carrying Reported Amount Fair Value Disclosure [Member] | Commercial Real Estate Portfolio Segment [Member]
Assets:
Total loans, net of unearned income and allowance for loan losses		2,101,671		1,649,776
Carrying Reported Amount Fair Value Disclosure [Member] | Consumer Real Estate Portfolio Segment [Member]
Assets:
Total loans, net of unearned income and allowance for loan losses		4,473,395		4,685,904
Carrying Reported Amount Fair Value Disclosure [Member] | Permanent Mortgage Portfolio Segment [Member]
Assets:
Total loans, net of unearned income and allowance for loan losses		406,836		435,176
Carrying Reported Amount Fair Value Disclosure [Member] | Credit Card And Other Portfolio Segment [Member]
Assets:
Total loans, net of unearned income and allowance for loan losses		346,861		342,651
Estimate Of Fair Value Fair Value Disclosure [Member]
Assets:
Total loans, net of unearned income and allowance for loan losses		19,134,856		17,125,756
Short-term financial assets:
Interest-bearing cash		1,060,034		602,836
Federal funds sold		50,838		114,479
Securities purchased under agreements to resell		613,682		615,773
Total short-term financial assets		1,724,554		1,333,088
Trading securities	[4]	897,071		881,450
Loans held-for-sale		111,248	[4]	126,342
Securities available-for-sale	[4]	3,943,499	[5]	3,929,846	[6]
Securities held-to-maturity		14,773		15,349
Derivative assets	[4]	121,654		104,365
Other assets:
Tax credit investments		98,400		55,406
Deferred compensation assets		32,840		29,399
Total other assets		131,240		84,805
Nonearning assets:
Cash and due from banks		373,274		300,811
Fixed income receivables		57,411		63,660
Accrued interest receivable		60,870		62,497
Total nonearning assets		491,555		426,968
Total assets		26,570,450		24,027,969
Deposits:
Defined maturity		1,361,104		1,238,044
Undefined maturity		21,317,230		18,735,602
Total deposits		22,678,334		19,973,646
Trading liabilities	[4]	561,848		566,019
Short-term financial liabilities:
Federal Funds Purchased		414,207		464,166
Securities sold under agreements to repurchase		453,053		338,133
Other short-term borrowings		83,177		137,861
Total short-term financial liabilities		950,437		940,160
Term borrowings:
Real estate investment trust-preferred		49,350		49,350
Term borrowings - new market tax credit investment		17,918		17,972
Borrowings secured by residential real estate		21,969		35,469
Other long term borrowings		965,066		1,193,482
Total term borrowings		1,054,303		1,296,273
Derivative liabilities	[4]	135,897		108,339
Other noninterest-bearing liabilities:
Fixed income payables		21,002		23,072
Accrued interest payable		10,336		14,871
Total other noninterest-bearing liabilities		31,338		37,943
Total liabilities		25,412,157		22,922,380
Loan commitments		2,924		2,748
Standby and other commitments		4,037		4,421
Estimate Of Fair Value Fair Value Disclosure [Member] | Commercial Financial And Industrial Portfolio Segment [Member]
Assets:
Total loans, net of unearned income and allowance for loan losses		11,918,374		10,280,766
Estimate Of Fair Value Fair Value Disclosure [Member] | Commercial Real Estate Portfolio Segment [Member]
Assets:
Total loans, net of unearned income and allowance for loan losses		2,078,306		1,619,795
Estimate Of Fair Value Fair Value Disclosure [Member] | Consumer Real Estate Portfolio Segment [Member]
Assets:
Total loans, net of unearned income and allowance for loan losses		4,385,669		4,479,333
Estimate Of Fair Value Fair Value Disclosure [Member] | Permanent Mortgage Portfolio Segment [Member]
Assets:
Total loans, net of unearned income and allowance for loan losses		404,930		400,970
Estimate Of Fair Value Fair Value Disclosure [Member] | Credit Card And Other Portfolio Segment [Member]
Assets:
Total loans, net of unearned income and allowance for loan losses		347,577		344,892
Contractual Amount [Member]
Other noninterest-bearing liabilities:
Loan commitments		8,744,649		7,903,294
Standby and other commitments		277,549		279,272
Fair Value Inputs Level1 [Member]
Short-term financial assets:
Securities available-for-sale		25,249		26,434
Other assets:
Total other assets		66,427		33,760
Fair Value Inputs Level1 [Member] | Estimate Of Fair Value Fair Value Disclosure [Member]
Assets:
Total loans, net of unearned income and allowance for loan losses		0		0
Short-term financial assets:
Interest-bearing cash		1,060,034		602,836
Federal funds sold		0		0
Securities purchased under agreements to resell		0		0
Total short-term financial assets		1,060,034		602,836
Trading securities	[4]	0		0
Loans held-for-sale		0	[4]	0
Securities available-for-sale	[4]	25,249	[5]	26,434	[6]
Securities held-to-maturity		0		0
Derivative assets	[4]	33,587		4,361
Other assets:
Tax credit investments		0		0
Deferred compensation assets		32,840		29,399
Total other assets		32,840		29,399
Nonearning assets:
Cash and due from banks		373,274		300,811
Fixed income receivables		0		0
Accrued interest receivable		0		0
Total nonearning assets		373,274		300,811
Total assets		1,524,984		963,841
Deposits:
Defined maturity		0		0
Undefined maturity		0		0
Total deposits		0		0
Trading liabilities	[4]	0		0
Short-term financial liabilities:
Federal Funds Purchased		0		0
Securities sold under agreements to repurchase		0		0
Other short-term borrowings		0		0
Total short-term financial liabilities		0		0
Term borrowings:
Real estate investment trust-preferred		0		0
Term borrowings - new market tax credit investment		0		0
Borrowings secured by residential real estate		0		0
Other long term borrowings		0		0
Total term borrowings		0		0
Derivative liabilities	[4]	33,274		3,527
Other noninterest-bearing liabilities:
Fixed income payables		0		0
Accrued interest payable		0		0
Total other noninterest-bearing liabilities		0		0
Total liabilities		33,274		3,527
Fair Value Inputs Level1 [Member] | Estimate Of Fair Value Fair Value Disclosure [Member] | Commercial Financial And Industrial Portfolio Segment [Member]
Assets:
Total loans, net of unearned income and allowance for loan losses		0		0
Fair Value Inputs Level1 [Member] | Estimate Of Fair Value Fair Value Disclosure [Member] | Commercial Real Estate Portfolio Segment [Member]
Assets:
Total loans, net of unearned income and allowance for loan losses		0		0
Fair Value Inputs Level1 [Member] | Estimate Of Fair Value Fair Value Disclosure [Member] | Consumer Real Estate Portfolio Segment [Member]
Assets:
Total loans, net of unearned income and allowance for loan losses		0		0
Fair Value Inputs Level1 [Member] | Estimate Of Fair Value Fair Value Disclosure [Member] | Permanent Mortgage Portfolio Segment [Member]
Assets:
Total loans, net of unearned income and allowance for loan losses		0		0
Fair Value Inputs Level1 [Member] | Estimate Of Fair Value Fair Value Disclosure [Member] | Credit Card And Other Portfolio Segment [Member]
Assets:
Total loans, net of unearned income and allowance for loan losses		0		0
Fair Value Inputs Level2 [Member]
Short-term financial assets:
Securities available-for-sale		3,756,745		3,743,496
Other assets:
Total other assets		88,067		100,004
Fair Value Inputs Level2 [Member] | Estimate Of Fair Value Fair Value Disclosure [Member]
Assets:
Total loans, net of unearned income and allowance for loan losses		0		0
Short-term financial assets:
Interest-bearing cash		0		0
Federal funds sold		50,838		114,479
Securities purchased under agreements to resell		613,682		615,773
Total short-term financial assets		664,520		730,252
Trading securities	[4]	894,498		877,073
Loans held-for-sale		6,631	[4]	6,616
Securities available-for-sale	[4]	3,756,745	[5]	3,743,496	[6]
Securities held-to-maturity		0		0
Derivative assets	[4]	88,067		100,004
Other assets:
Tax credit investments		0		0
Deferred compensation assets		0		0
Total other assets		0		0
Nonearning assets:
Cash and due from banks		0		0
Fixed income receivables		57,411		63,660
Accrued interest receivable		60,870		62,497
Total nonearning assets		118,281		126,157
Total assets		5,528,742		5,583,598
Deposits:
Defined maturity		1,361,104		1,238,044
Undefined maturity		21,317,230		18,735,602
Total deposits		22,678,334		19,973,646
Trading liabilities	[4]	561,848		566,019
Short-term financial liabilities:
Federal Funds Purchased		414,207		464,166
Securities sold under agreements to repurchase		453,053		338,133
Other short-term borrowings		83,177		137,861
Total short-term financial liabilities		950,437		940,160
Term borrowings:
Real estate investment trust-preferred		0		0
Term borrowings - new market tax credit investment		0		0
Borrowings secured by residential real estate		0		0
Other long term borrowings		965,066		1,193,482
Total term borrowings		965,066		1,193,482
Derivative liabilities	[4]	96,378		100,002
Other noninterest-bearing liabilities:
Fixed income payables		21,002		23,072
Accrued interest payable		10,336		14,871
Total other noninterest-bearing liabilities		31,338		37,943
Total liabilities		25,283,401		22,811,252
Fair Value Inputs Level2 [Member] | Estimate Of Fair Value Fair Value Disclosure [Member] | Commercial Financial And Industrial Portfolio Segment [Member]
Assets:
Total loans, net of unearned income and allowance for loan losses		0		0
Fair Value Inputs Level2 [Member] | Estimate Of Fair Value Fair Value Disclosure [Member] | Commercial Real Estate Portfolio Segment [Member]
Assets:
Total loans, net of unearned income and allowance for loan losses		0		0
Fair Value Inputs Level2 [Member] | Estimate Of Fair Value Fair Value Disclosure [Member] | Consumer Real Estate Portfolio Segment [Member]
Assets:
Total loans, net of unearned income and allowance for loan losses		0		0
Fair Value Inputs Level2 [Member] | Estimate Of Fair Value Fair Value Disclosure [Member] | Permanent Mortgage Portfolio Segment [Member]
Assets:
Total loans, net of unearned income and allowance for loan losses		0		0
Fair Value Inputs Level2 [Member] | Estimate Of Fair Value Fair Value Disclosure [Member] | Credit Card And Other Portfolio Segment [Member]
Assets:
Total loans, net of unearned income and allowance for loan losses		0		0
Fair Value Inputs Level3 [Member]
Short-term financial assets:
Securities available-for-sale		0		1,500
Other assets:
Total other assets		985		1,841
Fair Value Inputs Level3 [Member] | Estimate Of Fair Value Fair Value Disclosure [Member]
Assets:
Total loans, net of unearned income and allowance for loan losses		19,134,856		17,125,756
Short-term financial assets:
Interest-bearing cash		0		0
Federal funds sold		0		0
Securities purchased under agreements to resell		0		0
Total short-term financial assets		0		0
Trading securities	[4]	2,573		4,377
Loans held-for-sale		104,617	[4]	119,726
Securities available-for-sale	[4]	161,505	[5]	159,916	[6]
Securities held-to-maturity		14,773		15,349
Derivative assets	[4]	0		0
Other assets:
Tax credit investments		98,400		55,406
Deferred compensation assets		0		0
Total other assets		98,400		55,406
Nonearning assets:
Cash and due from banks		0		0
Fixed income receivables		0		0
Accrued interest receivable		0		0
Total nonearning assets		0		0
Total assets		19,516,724		17,480,530
Deposits:
Defined maturity		0		0
Undefined maturity		0		0
Total deposits		0		0
Trading liabilities	[4]	0		0
Short-term financial liabilities:
Federal Funds Purchased		0		0
Securities sold under agreements to repurchase		0		0
Other short-term borrowings		0		0
Total short-term financial liabilities		0		0
Term borrowings:
Real estate investment trust-preferred		49,350		49,350
Term borrowings - new market tax credit investment		17,918		17,972
Borrowings secured by residential real estate		21,969		35,469
Other long term borrowings		0		0
Total term borrowings		89,237		102,791
Derivative liabilities	[4]	6,245		4,810
Other noninterest-bearing liabilities:
Fixed income payables		0		0
Accrued interest payable		0		0
Total other noninterest-bearing liabilities		0		0
Total liabilities		95,482		107,601
Fair Value Inputs Level3 [Member] | Estimate Of Fair Value Fair Value Disclosure [Member] | Commercial Financial And Industrial Portfolio Segment [Member]
Assets:
Total loans, net of unearned income and allowance for loan losses		11,918,374		10,280,766
Fair Value Inputs Level3 [Member] | Estimate Of Fair Value Fair Value Disclosure [Member] | Commercial Real Estate Portfolio Segment [Member]
Assets:
Total loans, net of unearned income and allowance for loan losses		2,078,306		1,619,795
Fair Value Inputs Level3 [Member] | Estimate Of Fair Value Fair Value Disclosure [Member] | Consumer Real Estate Portfolio Segment [Member]
Assets:
Total loans, net of unearned income and allowance for loan losses		4,385,669		4,479,333
Fair Value Inputs Level3 [Member] | Estimate Of Fair Value Fair Value Disclosure [Member] | Permanent Mortgage Portfolio Segment [Member]
Assets:
Total loans, net of unearned income and allowance for loan losses		404,930		400,970
Fair Value Inputs Level3 [Member] | Estimate Of Fair Value Fair Value Disclosure [Member] | Credit Card And Other Portfolio Segment [Member]
Assets:
Total loans, net of unearned income and allowance for loan losses		$ 347,577		344,892
FHLB-Cincinnati Stock [Member] | Fair Value Inputs Level3 [Member]
Other noninterest-bearing liabilities:
Restricted investments				87,900
FRB Stock [Member] | Fair Value Inputs Level3 [Member]
Other noninterest-bearing liabilities:
Restricted investments				$ 65,800

[1] December 31, 2016 and 2015 include $19.3 million and $22.4 million, respectively, of held-for-sale consumer mortgage loans secured by residential real estate in process of foreclosure.

[2] Includes $ 3 . 3 billion of securities pledged to secure public deposits, securities sold under agreements to repurchase, and for other purposes.

[3] Includes $ 2.9 billion of securities pledged to secure public deposits, securities sold under agreements to repu rchase, and for other purposes .

[4] Classes are detailed in the recurring and nonrecurring measurement tables.

[5] Level 3 includes restricted investments in FHLB-Cincinnati stock of $ 87.9 million and FRB stock of $ 68.6 million .

[6] Level 3 includes restricted investments in FHLB-Cincinnati stock of $ 87.9 million and FRB stock of $ 65.8 million.

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Parent Company Financial Information (Schedule Of Condensed Statements Of Condition) (Details) - USD ($) $ in Thousands	Dec. 31, 2016		Dec. 31, 2015		Dec. 31, 2014	Dec. 31, 2013
Assets:
Securities available-for-sale	$ 3,943,499	[1]	$ 3,929,846	[2]
Allowance for loan losses	(202,068)		(210,242)		$ (232,448)	$ (253,809)
Investments in subsidiaries:
Other assets	1,406,711		1,436,291
Total assets	28,555,231		26,192,637
Liabilities and equity:
Term borrowings	1,040,656		1,312,677
Total liabilities	25,850,147		23,553,051
Total equity	2,705,084		2,639,586		2,581,590	2,488,377
Total liabilities and equity	28,555,231		26,192,637
Parent Company [Member]
Assets:
Cash	226,326		138,139		$ 167,562	$ 81,271
Securities available-for-sale	2,035		2,061
Notes receivable	3,209		3,339
Allowance for loan losses	(925)		(925)
Investments in subsidiaries:
Bank	2,596,582		2,619,715
Non-bank	23,996		27,677
Other assets	189,360		184,570
Total assets	3,040,583		2,974,576
Liabilities and equity:
Accrued Employee Benefits And Other Liabilities	141,729		140,588
Term borrowings	489,201		489,833
Total liabilities	630,930		630,421
Total equity	2,409,653		2,344,155
Total liabilities and equity	$ 3,040,583		$ 2,974,576

[1] Includes $ 3 . 3 billion of securities pledged to secure public deposits, securities sold under agreements to repurchase, and for other purposes.

[2] Includes $ 2.9 billion of securities pledged to secure public deposits, securities sold under agreements to repu rchase, and for other purposes .

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Parent Company Financial Information (Schedule Of Condensed Statements Of Income) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Dividend income:
Other income	$ 64,231	$ 60,730	$ 117,659
Interest expense:
Short-term debt	4,736	3,172	4,765
Term borrowings	29,103	38,387	34,570
Total interest expense	88,825	82,685	81,531
Compensation, employee benefits and other expense	562,948	511,633	478,159
Income/(loss) before income taxes	345,321	108,254	318,231
Income tax benefit	106,810	10,941	84,185
Equity in undistributed net inome/(loss) of subsidiaries:
Net income/(loss) attributable to controlling interest	227,046	85,879	222,519
Parent Company [Member]
Dividend income:
Bank	250,000	325,000	180,000
Non-bank	1,361	1,150	446
Total dividend income	251,361	326,150	180,446
Interest income	0	0	2
Other income	(207)	5,884	6,265
Total Income	251,154	332,034	186,713
Interest expense:
Short-term debt	0	6	9
Term borrowings	14,238	23,579	23,808
Total interest expense	14,238	23,585	23,817
Compensation, employee benefits and other expense	38,926	36,388	30,400
Total expense	53,164	59,973	54,217
Income/(loss) before income taxes	197,990	272,061	132,496
Income tax benefit	(22,981)	(21,757)	(20,599)
Income/(loss) before equity in undistributed net income of subsidiaries	220,971	293,818	153,095
Equity in undistributed net inome/(loss) of subsidiaries:
Bank	9,508	(207,831)	68,836
Non-bank	(3,433)	(108)	588
Net income/(loss) attributable to controlling interest	$ 227,046	$ 85,879	$ 222,519

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Parent Company Financial Information (Schedule Of Cash Flows) (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Operating activities:
Net income/(loss)		$ 227,046	$ 85,879	$ 222,519
Adjustments to reconcile income to net cash provided by operating activities:
Depreciation, amortization, and other		64,673	60,743	56,894
(Gain)/loss on securities		144	458	(2,872)
Stock-based compensation expense		17,536	13,796	11,351
Gain on extinguishment of debt		0	(5,793)	4,166
Net (increase)/decrease in interest receivable and other assets		(7,191)	(78,824)	294,139
Net (decrease)/increase in interest payable and other liabilities		(36,546)	(39,153)	(121,862)
Total adjustments		(57,393)	269,725	470,662
Net cash provided/(used) by operating activities		181,118	367,038	704,708
Securities:
Sales and prepayments		444,222	69,650	7,829
Purchases		(1,239,912)	(1,066,194)	(751,365)
Premises and equipment:
Sales/(purchases)		(62,554)	(43,514)	(38,880)
Decrease/(increase) in interest-bearing cash		(457,198)	1,019,131	(891,670)
Cash received/(paid) for business combination, net		0	(5,087)	413,352
Net cash provided/(used) by investing activities		(2,468,552)	(518,404)	(1,485,374)
Preferred stock:
Cash dividends		(6,200)	(6,200)	(6,200)
Common stock:
Exercise of stock options		22,479	7,219	1,864
Cash dividends		(63,504)	(53,947)	(47,366)
Repurchase of shares	[1]	(97,396)	(32,648)	(43,579)
Term borrowings:
Proceeds from issuance of term borrowings		100	495,555	396,393
Repayment of term borrowings		(267,527)	(1,026,708)	(23,572)
Increase/(decrease) in short-term borrowings		10,277	(816,324)	89,916
Net cash provided/(used) by financing activities		2,294,165	111,024	1,024,162
Net increase/(decrease) in cash and cash equivalents		6,731	(40,342)	243,496
Total interest paid		92,456	90,722	81,151
Income taxes received from subsidiaries		11,609	14,990	77,779
Parent Company [Member]
Operating activities:
Net income/(loss)		227,046	85,879	222,519
Less undistributed net income/( loss) of subsidiaries		6,075	(207,939)	69,424
Income/(loss) before equity in undistributed net income of subsidiaries		220,971	293,818	153,095
Adjustments to reconcile income to net cash provided by operating activities:
Depreciation, amortization, and other		53	(276)	(390)
(Gain)/loss on securities		148	259	(5,736)
Stock-based compensation expense		16,719	12,810	11,351
Gain on extinguishment of debt		0	(5,793)	0
Net (increase)/decrease in interest receivable and other assets		(2,228)	(4,544)	(1,836)
Net (decrease)/increase in interest payable and other liabilities		(2,842)	(5,791)	1,505
Total adjustments		11,850	(3,335)	4,894
Net cash provided/(used) by operating activities		232,821	290,483	157,989
Securities:
Sales and prepayments		275	1,371	4,693
Purchases		(400)	(740)	(40)
Premises and equipment:
Sales/(purchases)		(17)	14	(20)
Decrease/(increase) in interest-bearing cash		0	0	15,800
Return on investment in subsidiary		129	93	150
Investment in subsidiary		0	(9,372)	0
Cash received/(paid) for business combination, net		0	(18,251)	0
Net cash provided/(used) by investing activities		(13)	(26,885)	20,583
Preferred stock:
Cash dividends		(6,200)	(6,200)	(6,200)
Common stock:
Exercise of stock options		22,479	7,219	1,864
Cash dividends		(63,504)	(53,947)	(47,366)
Repurchase of shares		(97,396)	(32,648)	(43,579)
Term borrowings:
Proceeds from issuance of term borrowings		0	495,555	0
Repayment of term borrowings		0	(700,000)	0
Increase/(decrease) in short-term borrowings		0	(3,000)	3,000
Net cash provided/(used) by financing activities		(144,621)	(293,021)	(92,281)
Net increase/(decrease) in cash and cash equivalents		88,187	(29,423)	86,291
Cash and cash equivalents at beginning of period		138,139	167,562	81,271
Cash and cash equivalents at end of period		226,326	138,139	167,562
Total interest paid		19,688	24,345	23,282
Income taxes received from subsidiaries		$ 27,126	$ 32,202	$ 17,053

[1] 2016 , 2015 and 2014 include $ 93 . 5 million , $ 28.4 million and $ 38.5 million, respectively, repurchased under share repurchase programs.