10-K 1 FORM 10-K OF FIRST TENNESSEE NATIONAL CORP. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K (Mark One) [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 1994 - or - [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the Transition period from __________ to__________ Commission File Number 0-4491 FIRST TENNESSEE 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: 901-523-5630 Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: $2.50 Par Value Common Capital Stock (Title of Class) 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. X YES 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. _____ At February 23, 1995, the aggregate market value of the voting stock of the registrant held by non-affiliates of the registrant was approximately $1.3 billion. At February 23, 1995, the registrant had 31,924,547 shares of common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE 1. Portions of Annual Report to Shareholders for the year ended 12/31/94 - Parts I, II, and IV. 2. Portions of Proxy Statement furnished to shareholders in connection with Annual Meeting of Shareholders scheduled for 4/18/95 -Part III. 2 PART I ITEM 1 BUSINESS General. First Tennessee National Corporation (the "Corporation") is a Tennessee corporation incorporated in 1968 and registered as a bank holding company under the Bank Holding Company Act of 1956, as amended. At December 31, 1994, the Corporation had total assets of $10.5 billion and ranked first in terms of total assets among Tennessee-headquartered bank holding companies and ranked 56th nationally. Through its principal subsidiary, First Tennessee Bank National Association (the "Bank"), and its other banking and banking-related subsidiaries, the Corporation provides a broad range of financial services. The Corporation derives substantially all of its consolidated total pre-tax operating income and consolidated revenues from the commercial banking business. During 1994 approximately 50% of revenues were provided by net interest income and approximately 50% of revenues were provided by fee income- based business lines. As a bank holding company, the Corporation coordinates the financial resources of the consolidated enterprise and maintains systems of financial, operational and administrative control that allows coordination of selected policies and activities. The Corporation assesses the Bank and its subsidiaries for services they receive on a formula basis it believes to be reasonable. The Bank is a national banking association with principal offices in Memphis, Tennessee. It received its charter in 1864 and operates primarily on a regional basis. During 1994 it generated gross revenue of approximately $995.9 million and contributed 94.1% of consolidated net income from continuing operations. At December 31, 1994, the Bank had $10.0 billion in total assets, $7.3 billion in total deposits, and $6.4 billion in net loans. Within the State of Tennessee on December 31, 1994, it ranked first among banks in terms of total assets and deposits. Nationally, it ranked 59th in terms of total assets as of December 31, 1994. On December 31, 1994, the Corporation's subsidiary banks had 223 banking locations in 20 Tennessee counties, including all of the major metropolitan areas of the state, and 8 banking locations in Mississippi. Subsidiaries of the Bank at January 3, 1995, provided mortgage banking services through approximately 150 offices in 27 states. An element of the Corporation's business strategy is to seek acquisitions that would enhance long-term shareholder value. The Corporation has an acquisitions department charged with this responsibility which is constantly reviewing and developing opportunities to achieve this element of the Corporation's strategy. 3 During 1994, the Corporation completed the acquisition of the following entities on the dates specified: SNMC Management Corporation (parent of Sunbelt National Mortgage Corporation) (1-4-94), Highland Capital Management Corp. (3-1-94), Cleveland Bank and Trust Company (3-16-94), Planters Bank (8-9-94) and Emerald Mortgage Corporation (10-1-94). All of the acquisitions, except Emerald, were accounted for as poolings-of-interests. On January 3, 1995, the Corporation expanded its mortgage banking operations through the acquisition of Carl I. Brown and Company, ("CIB") Kansas City Missouri. CIB, which became a subsidiary of the Bank at the close of the transaction, had total assets of approximately $169.0 million and a mortgage servicing portfolio of approximately $2.2 billion at acquisition. On February 24, 1995, the Corporation acquired Community Bancshares, Inc., Germantown, Tennessee, the parent of Community First Bank. At acquisition Community had total assets of approximately $252 million. Each transaction was accounted for as a pooling-of-interests. The Corporation provides the following services through its subsidiaries: . general banking services for consumers, small businesses, corporations, financial institutions, and governments . bond division--primarily sales and underwriting of bank-eligible securities and mortgage loans and advisory services to other financial institutions . mortgage banking services . trust, fiduciary, and agency services . nationwide check clearing services . merchant credit card and automated teller machine transaction processing . discount brokerage, brokerage, venture capital, equipment finance and credit life insurance . investment and financial advisory services . mutual fund sales as agent . check processing software and systems. All of the Corporation's subsidiaries are listed in Exhibit 21. The Bank has filed notice with the Comptroller of the Currency ("Comptroller") as a government securities broker/dealer. The bond division of the Bank is registered with the Securities and Exchange Commission ("SEC") as a municipal securities dealer with offices in Memphis and Knoxville, Tennessee; Mobile, Alabama; Overland Park, Kansas; and Dallas, Texas. The subsidiary banks are supervised and regulated as described below. Highland Capital Management Corp. is registered with the SEC as an investment adviser. Hickory Venture Capital Corporation is licensed as a Small Business Investment Company. First Tennessee Brokerage, Inc. is registered with the SEC as a broker-dealer. 2 4 Expenditures for research and development activities were not material for the years 1992, 1993 or 1994. Neither the Corporation nor any of its significant subsidiaries is dependent upon a single customer or very few customers. At December 31, 1994, the Corporation and its subsidiaries had approximately 6,468 full-time-equivalent employees, not including contract labor for certain services, such as guard and housekeeping. Supervision and Regulation. The Corporation is a bank 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 Board"). The Corporation is required to file with the Board annual reports and such additional information as the Board may require pursuant to the Act. The Board may also make examinations of the Corporation and its subsidiaries. The following summary of the Act and of the other acts described herein is qualified in its entirety by express reference to each of the particular acts. GENERAL As a bank holding company, the Corporation is subject to the regulation and supervision of the Federal Reserve Board under the BHCA. Under the BHCA, bank holding companies may not in general directly or indirectly acquire 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 Board. The BHCA also restricts the types of activities in which a bank holding company and its subsidiaries may engage. Generally, activities are limited to banking and activities found by the Federal Reserve Board to be so closely related to banking as to be a proper incident thereto. In addition, the BHCA prohibits the Federal Reserve Board from approving an application by a bank holding company to acquire shares of a bank or bank holding company located outside the acquiror's principal state of operations unless such an acquisition is specifically authorized by statute in the state in which the bank or bank holding company whose shares are to be acquired is located. Tennessee has adopted legislation that authorizes nationwide interstate bank acquisitions, subject to certain state law reciprocity requirements, including the filing of an application with and approval of the Tennessee Commissioner of Financial Institutions. The Tennessee Bank Structure Act of 1974 3 5 restricts the acquisition by bank holding companies of banks in Tennessee. A bank holding company is prohibited from acquiring any bank in Tennessee as long as banks that it controls retain 16 1/2% or more of the total deposits in individual, partnership and corporate demand and other transaction accounts and in savings accounts and time deposits in all federally insured financial institutions in Tennessee, subject to certain limitations and exclusions. As of December 31, 1994, the Corporation estimates that it held approximately 12.5% of such deposits. Also, under this act, no bank holding company may acquire any bank in operation for less than five years or begin a de novo bank in any county in Tennessee with a population, in 1970, of 200,000 or less, subject to certain exceptions. Under Tennessee law, branch banking is permitted in any county in the state. As to certain changes in the laws applicable to banks that were enacted in September of 1994, that will go into effect during 1995 and later years, see "-- Interstate Act." The Corporation's subsidiary banks (the "Subsidiary Banks") are subject to supervision and examination by applicable federal and state banking agencies. The Bank is a national banking association subject to regulation and supervision by the Comptroller, as is First Tennessee Bank National Association Mississippi, which is headquartered in Southaven, Mississippi. The remaining Subsidiary Banks are Cleveland Bank and Trust Company and Peoples and Union Bank, which are Tennessee state-chartered banks and Planters Bank, which is a Mississippi state-chartered bank, none of which are members of the Federal Reserve System, and therefore are subject to the regulations of and supervision by the Federal Deposit Insurance Corporation (the "FDIC") as well as state banking authorities. The Subsidiary Banks are 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 granted and the interest that may be charged thereon and limitations on the types of investments that may be made and the types of services that may be offered. Various consumer laws and regulations also affect the operations of the Subsidiary Banks. In addition to the impact of regulation, commercial banks are affected significantly by the actions of the Federal Reserve Board as it attempts to control the money supply and credit availability in order to influence the economy. PAYMENT OF DIVIDENDS The Corporation is a legal entity separate and distinct from its banking and other subsidiaries. The principal source of cash flow of the Corporation, including cash flow to pay dividends on its stock or principal (premium, if any) and 4 6 interest on debt securities, is dividends and interest from the Subsidiary Banks. There are statutory and regulatory limitations on the payment of dividends by the Subsidiary Banks to the Corporation, as well as by the Corporation to its shareholders. Each Subsidiary Bank that is a national bank is required by federal law to obtain the prior approval of the Comptroller for the payment of dividends if the total of all dividends declared by the board of directors of such Subsidiary Bank in any year will exceed 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. A national 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). State-chartered banks are subject to varying restrictions on the payment of dividends under applicable state laws. Tennessee law imposes dividend restrictions on Tennessee state banks substantially similar to those imposed under federal law on national banks, as described above. Mississippi law prohibits Mississippi state banks from declaring a dividend without the prior written approval of the Mississippi Banking Commissioner. If, in the opinion of the applicable federal bank regulatory authority, a depository institution or a holding company 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), such authority may require, after notice and hearing, that such institution or holding company cease and desist from such 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 such an unsafe and unsound banking practice. Moreover, the Federal Reserve Board, the Comptroller and the FDIC have issued policy statements which provide that bank holding companies and insured depository institutions generally should only pay dividends out of current operating earnings. In addition, under the Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA"), a FDIC-insured depository institution may not pay any dividend if payment would cause it to become undercapitalized or once it is under capitalized. See "--FDICIA." At December 31, 1994, under dividend restrictions imposed 5 7 under applicable federal and state laws, the Subsidiary Banks, without obtaining regulatory approvals, could legally declare aggregate dividends of approximately $242.2 million. The payment of dividends by the Corporation and the Subsidiary Banks may also be affected or limited by other factors, such as the requirement to maintain adequate capital above regulatory guidelines. TRANSACTIONS WITH AFFILIATES There are various legal restrictions on the extent to which the Corporation and its nonbank subsidiaries can borrow or otherwise obtain credit from the Subsidiary Banks. There are also legal restrictions on the Subsidiary Banks' purchases of or investments in the securities of and purchases of assets from the Corporation and its nonbank subsidiaries, a bank's loans or extensions of credit to third parties, collateralized by the securities or obligations of the Corporation and its nonbank subsidiaries, the issuance of guaranties, acceptances and letters of credit on behalf of the Corporation and its nonbank subsidiaries, and certain bank transactions with the Corporation and its nonbank subsidiaries, or with respect to which the Corporation and its nonbank subsidiaries, act as agent, participates or has a financial interest. Subject to certain limited exceptions, a Subsidiary Bank (including for purposes of this paragraph all subsidiaries of such Subsidiary Bank) may not extend credit to the Corporation or to any other affiliate (other than another Subsidiary Bank) in an amount which exceeds 10% of the Subsidiary Bank's capital stock and surplus and may not extend credit in the aggregate to such affiliates in an amount which exceeds 20% of its capital stock and surplus. Further, there are legal requirements as to the type, amount and quality of collateral which must secure such extensions of credit by these banks to the Corporation or to such other affiliates. Also, extensions of credit and other transactions between the Subsidiary Bank and the Corporation or such other affiliates must be on terms and under circumstances, including credit standards, that are substantially the same or at least as favorable to such Subsidiary Bank as those prevailing at the time for comparable transactions with non-affiliated companies. Also, the Corporation and its subsidiaries are prohibited from engaging in certain tie-in arrangements in connection with any extension of credit, lease or sale of property or furnishing of services. CAPITAL ADEQUACY The Federal Reserve Board has adopted risk-based capital guidelines for bank holding companies. The minimum guideline for the ratio of total capital ("Total Capital") to risk- 6 8 weighted assets (including certain off-balance-sheet items, such as standby letters of credit) is 8%, and the minimum ratio of Tier 1 Capital (defined below) to risk-weighted assets is 4%. At least half of the Total Capital must be composed of common stock, minority interests in the equity accounts of consolidated subsidiaries, noncumulative perpetual preferred stock and a limited amount of cumulative perpetual preferred stock, less goodwill and certain other intangible assets ("Tier 1 Capital"). The remainder may consist of subordinated debt, other preferred stock and a limited amount of loan loss reserves. At December 31, 1994, the Corporation's consolidated Tier 1 Capital and Total Capital ratios were 9.67% and 12.02%, respectively. In addition, the Federal Reserve Board has established minimum leverage ratio guidelines for bank holding companies. These guidelines provide for a minimum ratio of Tier 1 Capital to average assets, less goodwill and certain other intangible assets (the "Leverage Ratio"), of 3% for bank holding companies that meet certain specific criteria, including having the highest regulatory rating. All other bank holding companies generally are required to maintain a Leverage Ratio of at least 3%, plus an additional cushion of 100 to 200 basis points. The Corporation's Leverage Ratio at December 31, 1994 was 6.87%. The guidelines also provide that bank holding companies experiencing internal growth or making acquisitions will be expected to maintain strong capital positions substantially above the minimum supervisory levels without significant reliance on intangible assets. Furthermore, the Federal Reserve Board has indicated that it will consider a "tangible Tier 1 Capital leverage ratio" (deducting all intangibles) and other indicia of capital strength in evaluating proposals for expansion or new activities. Each of the Subsidiary Banks is subject to risk-based and leverage capital requirements similar to those described above adopted by the Comptroller or the FDIC, as the case may be. The Corporation believes that each of the Subsidiary Banks was in compliance with applicable minimum capital requirements as of December 31, 1994. Neither the Corporation nor any of the Subsidiary Banks has been advised by any federal banking agency of any specific minimum Leverage Ratio requirement applicable to it. 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. See "--FDICIA." All of the federal banking agencies have proposed regulations that would add an additional risk-based capital requirement based upon the amount of an institution's exposure 7 9 to interest rate risk. Management of the Corporation is unable to predict whether or when capital requirements may be changed and, if so, at what levels and on what schedule. HOLDING COMPANY STRUCTURE AND SUPPORT OF SUBSIDIARY BANKS Because the Corporation 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 bank subsidiaries) except to the extent that the Corporation may itself be a creditor with recognized claims against the subsidiary. Under Federal Reserve Board policy, the Corporation is expected to act as a source of financial strength to, and commit resources to support, each of the Subsidiary Banks. This support may be required at times when, absent such Federal Reserve Board policy, the Corporation may not be inclined 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 such 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 Under the Federal Deposit Insurance Act (the "FDIA"), 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 after August 9, 1989 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. The Subsidiary Banks are subject to these cross-guarantee provisions. As a result, any loss suffered by the FDIC in respect of any of the Subsidiary Banks would likely result in assertion of the cross-guarantee provisions, the assessment of such estimated losses against the Corporation's other Subsidiary Banks and a potential loss of the Corporation's 8 10 investment in such Subsidiary Banks. FDICIA The Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA") which was enacted on December 19, 1991, substantially revised the depository institution regulatory and funding provisions of the FDIA and made revisions to several other federal banking statutes. Among other things, FDICIA requires the federal banking regulators to take "prompt corrective action" in respect of FDIC-insured depository institutions that do not meet minimum capital requirements . FDICIA establishes five capital tiers: "well capitalized," "adequately capitalized," "undercapitalized," "significantly undercapitalized" and "critically undercapitalized." Under applicable regulations, a FDIC-insured depository institution is defined to be well capitalized if it maintains a Leverage ratio of at least 5%, a risk adjusted Tier 1 Capital Ratio of at least 6% and a Total Capital Ratio of at least 10% and is not subject to a directive, order or written agreement to meet and maintain specific capital levels. An insured depository institution is defined to be adequately capitalized if it meets all of its minimum capital requirements as described above. In addition, an insured depository institution will be considered undercapitalized if it fails to meet any minimum required measure, significantly undercapitalized if it is significantly below such measure and critically undercapitalized if it fails to maintain a level of tangible equity equal to not less than 2% of total assets. An insured depository 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. The capital-based prompt corrective action provisions of FDICIA and their implementing regulations apply to FDIC- insured depository institutions and are not directly applicable to holding companies which control such institutions. However, the Federal Reserve Board has indicated that, in regulating bank holding companies, it will take appropriate action at the holding company level based on an assessment of the effectiveness of supervisory actions imposed upon subsidiary depository institutions pursuant to such provisions and regulations. FDICIA generally prohibits an FDIC-insured depository institution from making any capital distribution (including payment of dividends) or paying any management fee to its 9 11 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. A depository institution's holding company must guarantee the capital plan, up to an amount equal to the lesser of 5% of the depository 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. The Corporation believes that at December 31, 1994 all of the Subsidiary Banks were well capitalized under the criteria discussed above. FDICIA contains numerous other provisions, including new accounting, audit and reporting requirements, beginning in 1995 termination of the "too big to fail" doctrine except in special cases, limitations on the FDIC's payment of deposits at foreign branches, new regulatory standards in such areas as asset quality, earnings and compensation and revised regulatory standards for, among other things, powers of state banks, real estate lending and capital adequacy. FDICIA also requires that a depository institution provide 90 days prior notice of the closing of any branches. Various other legislation, including proposals to revise the bank regulatory system and to limit the investments that a depository institution may make with insured funds, is from time to time introduced in Congress. See the "Effect of Governmental Policies" subsection. INTERSTATE ACT The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 ("Interstate Act"), which was enacted 10 12 on September 29, 1994, among other things and subject to certain conditions and exceptions, permits on an interstate basis (i) bank holding company acquisitions commencing one year after enactment of banks (of a minimum age of up to five years as established by state law in any state), (ii) mergers of national and state banks after May 31, 1997 unless the home state of either bank has opted out of the interstate bank merger provision, (iii) branching de novo by national and state banks if the host state has opted-in to this provision of the Interstate Act, and (iv) certain bank agency activities after one year after enactment. The Interstate Act contains a 30% intrastate deposit cap, except for the initial acquisition in the state, restriction that applies to certain interstate acquisitions unless a different intrastate cap has been adopted by the applicable state pursuant to the provisions of the Interstate Act and a 10% national deposit cap restriction. Regulations have not yet been issued under the Interstate Act. A bill has been introduced in the Tennessee legislature which would repeal the Tennessee Reciprocal Banking Act, amend the Tennessee Bank Structure Act of 1974, and amend Tennessee's bank branching laws. Management can not predict whether or in what form the proposals will be adopted or the extent to which the business of the Corporation and its subsidiaries may be affected. BROKERED DEPOSITS AND "PASS-THROUGH" INSURANCE The FDIC has adopted regulations under FDICIA governing the receipt of brokered deposits and pass-through insurance. Under the regulations, a bank cannot accept or rollover or renew brokered deposits unless (i) it is well capitalized or (ii) it is adequately capitalized and receives a waiver from the FDICIA. A bank that cannot receive brokered deposits also cannot offer "pass-through" insurance on certain employee benefit accounts. Whether or not it has obtained such a waiver, an adequately capitalized bank may not pay an interest rate on any deposits in excess of 75 basis points over certain prevailing market rates specified by regulation. There are no such restrictions on a bank that is well capitalized. Because it believes that all the Subsidiary Banks were well capitalized as of December 31, 1994, the Corporation believes the brokered deposits regulation will have no material effect on the funding or liquidity of any of the Subsidiary Banks. FDIC INSURANCE PREMIUMS The Subsidiary Banks are required to pay semiannual FDIC deposit insurance assessments. As required by FDICIA, the FDIC adopted a risk-based premium schedule which increased the assessment rates for most FDIC-insured depository institutions. Under the schedule, the premiums initially range from $.23 to $.31 for every $100 of deposits. Each 11 13 financial institution is assigned to one of three capital groups -- well capitalized, adequately capitalized or undercapitalized -- and further assigned to one of three subgroups within a capital group, on the basis of supervisory evaluations by the institution's primary federal and, if applicable, state supervisors and other information relevant to the institution's financial condition and the risk posed to the applicable FDIC deposit insurance fund. The actual assessment rate applicable to a particular institution will, therefore, depend in part upon the risk assessment classification so assigned to the institution by the FDIC. The FDIC is authorized by federal law to raise insurance premiums in certain circumstances. The law specifies a designated reserve ratio target of 1.25 percent of estimated insured deposits and requires the FDIC to set assessments at a level to maintain the target or, if the reserve ratio is less than the target, to set assessments rates at a level sufficient to increase the reserve ratio to the target within one year or as otherwise specified by the FDIC under the law. Recently, the FDIC has proposed a resolution to lower premiums, but that would depend on achievement of the target ratio, among other things, and management of the Corporation can not predict what change in premiums, if any may occur. Under the FDIA, 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 The Omnibus Budget Reconciliation Act of 1993 provides that deposits and certain claims for administrative expenses and employee compensation against an insured depositary 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. Competition. The Corporation and its subsidiaries face substantial competition in all aspects of the businesses in which they engage from national and state banks located in Tennessee and large out-of-state banks as well as from savings and loan associations, credit unions, other financial institutions, consumer finance companies, trust companies, investment counseling firms, money market mutual funds, insurance companies, securities firms, mortgage banking companies and others. For information on the 12 14 competitive position of the Corporation and the Bank, refer to page 1. Also, refer to the subsections entitled "Supervision and Regulation" and "Effect of Governmental Policies," both of which are relevant to an analysis of the Corporation's competitors. Due to the intense competition in the financial industry, the Corporation makes no representation that its competitive position has remained constant, nor can it predict whether its position will change in the future. Sources and Availability of Funds. Specific reference is made to the Management's Discussion and Analysis and Glossary sections, including the subsections entitled "Deposits" and "Liquidity Management," contained in the Corporation's 1994 Annual Report to Shareholders (the "1994 Annual Report"), which sections are specifically incorporated herein by reference, along with all of the tables and graphs in the 1994 Annual Report, which are identified separately in response to Item 7 of Part II of this Form 10-K, which are incorporated herein by reference. As permitted by SEC rules, attached to this Form 10-K as Exhibit 13 are only those sections of the 1994 Annual Report that have been incorporated by reference into this Form 10-K. Interest Ceiling. The maximum rates that can be charged by lenders are governed by specific state and federal laws. Most loans made by the Corporation's banking subsidiaries are subject to the limits contained in Tennessee's general usury law (the "Usury Law") or the Industrial Loan and Thrift Companies Act (the "Industrial Loan Act"), with certain categories of loans subject to other state and federal laws. The Usury Law provides for a maximum rate of interest which is the lesser of 4% above the average prime loan rate published by the Board of Governors of the Federal Reserve System or 24% per annum. The Industrial Loan Act generally provides for a maximum rate of 24% per annum plus certain additional loan charges. In addition, state statutory interest rate ceilings on most first mortgage loans on residential real estate are preempted by federal law. Also, Tennessee law permits interest on credit card balances not to exceed 21% per annum plus certain fees established by contract. Effect of Governmental Policies. The Bank is affected by the policies of regulatory authorities, including the Federal Reserve System and the Comptroller. An important function of the Federal Reserve System 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 securities in the marketplace; changes in the discount rate, which is the rate 13 15 any depository institution must pay to borrow from the Federal Reserve; and changes in the reserve requirements of depository institutions. These instruments are effective in influencing economic and monetary growth, interest rate levels and inflation. The monetary policies of the Federal Reserve System 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 economy and in the money market, 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 earnings of the Corporation and the Bank or whether the changing economic conditions will have a positive or negative effect on operations and earnings. Bills are pending before the United States Congress and the Tennessee General Assembly which could affect the business of the Corporation and its subsidiaries, and there are indications that other similar bills may be introduced in the future. It cannot be predicted whether or in what form any of these proposals will be adopted or the extent to which the business of the Corporation and its subsidiaries may be affected thereby. Statistical Information Required by Guide 3. The statistical information required to be displayed under Item I 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 and Glossary sections in the 1994 Annual Report along with all of the tables and graphs identified in response to Item 7 of Part II of this Form 10-K; certain information not contained in the Annual Report, but required by Guide 3, is contained in the tables immediately following: MATURITIES OF SHORT-TERM PURCHASED FUNDS AT DECEMBER 31, 1994
0-3 3-6 6-12 Over 12 (Dollars in thousands) Months Months Months Months Total ----------------------------------------------------------------------------------------------------------------------------------- Certificates of deposit $100,000 and more $ 199,895 $ 75,047 $ 60,051 $ 93,971 $ 428,964 Federal funds purchased and securities sold under agreements to repurchase 1,453,802 -- -- -- 1,453,802 Commercial paper and other short-term borrowings 194,962 -- -- 5,000 199,962 ----------------------------------------------------------------------------------------------------------------------------------- Total $1,848,659 $ 75,047 $ 60,051 $ 98,971 $2,082,728 -----------------------------------------------------------------------------------------------------------------------------------
14 16 FIRST TENNESSEE NATIONAL CORPORATION ADDITIONAL GUIDE 3 STATISTICAL INFORMATION BALANCES AT DECEMBER 31 (Thousands) (Unaudited)
II. Investment Portfolio (Book Value): 1994 * 1993 ** 1992 ** ------------------------------------------------------------------------- Mortgage-backed securities & collateralized mortgage obligations $1,638,528 $1,643,246 $2,340,617 U.S. Treasury and other U. S. government agencies 323,486 397,252 389,368 States and political subdivisions 74,498 91,915 115,833 Other 57,151 87,674 152,338 ---------- ---------- ---------- Total $2,093,663 $2,220,087 $2,998,156 -------------------------------------------------------------------------
* Balances at December 31, 1994 represent securities held - to - maturity and securities available - for - sale. ** Balances at December 31, 1993 and 1992 represent the investment portfolio.
III. Loan Portfolio 1994 1993 1992 1991 1990 ------------------------------------------------------------------------------------------------ Commercial $2,888,671 $2,611,024 $2,277,575 $2,296,757 $2,152,814 Consumer 2,236,731 1,798,770 1,324,905 1,110,026 1,060,429 Credit card receivables 475,471 428,075 412,207 402,822 366,706 Real estate construction 160,368 75,844 48,598 107,466 197,217 Real estate mortgage 569,729 497,293 588,997 635,429 597,845 Nonaccrual 16,539 25,966 28,773 43,521 69,685 ---------- ---------- ---------- ---------- ---------- Total $6,347,509 $5,436,972 $4,681,055 $4,596,021 $4,444,696 ------------------------------------------------------------------------------------------------
VII. Short-Term Borrowings 1994 1993 1992 ------------------------------------------------------------------------ Federal funds purchased and securities sold under agreements to repurchase $1,453,802 $1,014,644 $ 753,409 Commercial paper 67,820 32,283 21,856 Other short-term borrowings 132,142 714,278 412,105 ---------- ---------- ---------- Total $1,653,764 $1,761,205 $1,187,370 ------------------------------------------------------------------------
15 17 ITEM 2 PROPERTIES The Corporation has no properties that it considers materially important to its financial statements. ITEM 3 LEGAL PROCEEDINGS The Corporation is a party to no material pending legal proceedings the nature of which are required to be disclosed pursuant to the Instructions contained in the Form of this Report. ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS There were no matters submitted during the fourth quarter of this fiscal year to a vote of security holders, through the solicitation of proxies or otherwise. ITEM 4A EXECUTIVE OFFICERS OF REGISTRANT The following is a list of executive officers of the Corporation as of March 1, 1995. Officers are elected for a term of one year and until their successors are elected and qualified.
Name and Age Offices and Positions - Year First ------------ ---------------------------------- Elected to Office ----------------- Susan Schmidt Bies Executive Vice President (1985) Age: 47 of the Corporation and the Bank J. Kenneth Glass President - Tennessee Banking Group Age: 48 of the Bank (1993) Ralph Horn President of the Corporation (1991) Age: 53 and the Bank (1993) and Chief Executive Officer (1994) of the Corporation and the Bank Harry A. Johnson, III Executive Vice President (1990) and Age: 46 General Counsel (1988) of the Corporation and the Bank James F. Keen Senior Vice President (1988) of the Age: 44 Corporation and the Bank, Controller (1988) of the Corporation and principal accounting officer
16 18 John C. Kelley. Jr. President - Memphis Banking Group of Age: 50 the Bank (1993) George Perry Lewis Executive Vice President of the Age: 56 Bank (1976) and Money Management Group Manager John P. O'Connor, Jr. Executive Vice President of the Age: 51 Bank (1987) and Chief Credit Officer (1988) Ronald Terry Chairman of the Board Age: 64 of the Corporation (1973) and the Bank (1979) Elbert L. Thomas,Jr. Senior Vice President (1991) and Age: 46 Chief Financial Officer (1995) of the Corporation and the Bank G. Robert Vezina Executive Vice President of the Age: 60 Corporation and the Bank (1989) and Personnel Division Manager
Each of the executive officers except for Mr. Thomas has been employed by the Corporation or its subsidiaries during each of the last five years. Mr. Terry was Chief Executive Officer of the Corporation and the Bank prior to April 1994 and was President of the Corporation prior to August 1991. Mr. Horn was Vice Chairman of the Bank from August 1991 through January 1993. Prior to August 1991, Mr. Horn was Executive Vice President of the Bank and Manager of its Bond Division. Mr. Glass was Executive Vice President of the Bank and Tennessee Banking Group Manager prior to January 1993. Mr. Kelley was Executive Vice President of the Bank and Corporate Services Group Manager prior to January of 1993. Mr. Keen was Controller of the Bank prior to January 1993. Prior to October 1990, Mr. Johnson was a Senior Vice President of the Corporation and the Bank. Ms. Bies was Chief Financial Officer of the Corporation and the Bank prior to February 6, 1995. From January of 1993 to February of 1995, Mr. Thomas was Manager of Corporate Development. From May of 1990 to January of 1993, he was Manager of Corporate Tax. Prior to May of 1990, Mr. Thomas was Vice President - Finance, Tax, and Mergers and Acquisitions at Holly Farms Corporation. PART II ITEM 5 MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS The Corporation's common stock, $2.50 par value, trades over-the-counter on the Nasdaq Stock Market's National Market System under the symbol FTEN. As of December 31, 1994, there were 8,161 shareholders of record of the Corporation's common stock. 17 19 Generally, quarterly dividend payments are made on the first day of January, April, July and October. The Corporation has declared the following respective quarterly dividends per share during each quarter, commencing with first quarter 1993: $ .36, $ .36, $ .36, $ .42, $ .42, $ .42, $ .42, and $ .47. Additional information called for by this Item is incorporated herein by reference to the Summary of Quarterly Financial Information Table, the Selected Financial Data Table, Note 15 to the Consolidated Financial Statements, and the Liquidity Management subsection of the Management's Discussion and Analysis and Glossary sections of the 1994 Annual Report and to the Payment of Dividends subsection contained in Item 1 of Part I of this Form 10-K, which is incorporated herein by reference. ITEM 6 SELECTED FINANCIAL DATA The information called for by this Item is incorporated herein by reference to the Selected Financial Data Table in the 1994 Annual Report. 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 and Glossary sections in the 1994 Annual Report and the following tables and graphs in the 1994 Annual Report: GRAPHS: Return on Average Equity Return on Average Assets Earnings Per Share Net Interest Income and Margin Trend Analysis Earning Asset Mix as a Percentage of Average Assets Net Charge-Offs Nonperforming Loans Nonperforming Assets to Total Loans Cumulative Changes in Nonaccrual Loans and Other Real Estate since Year-End 1988 (Quarterly) Cumulative Changes in Classified Assets Since Year-End 1988 (Quarterly) TABLES: Analysis of Changes in Net Interest Income Analysis of Noninterest Income and Noninterest Expense Summary of Quarterly Financial Information Rate Sensitivity Analysis at December 31, 1994 Maturities of Investment Securities Held to Maturity at December 31, 1994 18 20 Maturities of Investment Securities Available for Sale at December 31, 1994 Maturities of Loans at December 31, 1994 Regulatory Capital at December 31, 1994 Loans and Foreclosed Real Estate at December 31 FTBNA Loans Secured by Real Estate at December 31 Analysis of Allowance for Loan Losses Nonperforming Assets at December 31 Selected Financial Data Consolidated Average Balance Sheet and Related Yields and Rates Consolidated Historical Performance Statements of Income ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The information called for by this Item is incorporated herein by reference to the Consolidated Financial Statements and the notes thereto and to the Summary of Quarterly Financial Information Table in the 1994 Annual Report. ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE The information called for by this Item is inapplicable. PART III ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The information called for by this Item as it relates to directors and nominees for director of the Corporation is incorporated herein by reference to the "Election of Directors" section of the Corporation's Proxy Statement mailed to shareholders in connection with the Corporation's Annual Meeting of Shareholders scheduled for April 18, 1995, (the "1995 Proxy Statement"). The information required by this Item as it relates to executive officers of the Corporation is incorporated herein by reference to Item 4A in Part I of this Report. The information required by this Item as it relates to compliance with Section 16(a) of the Securities Exchange Act of 1934 is incorporated herein by reference to the "Compliance with Section 16(a) of the Exchange Act" section of the 1995 Proxy Statement. 19 21 ITEM 11 EXECUTIVE COMPENSATION The information called for by this Item is incorporated herein by reference to the "Executive Compensation" section of the 1995 Proxy Statement (excluding the Board Compensation Committee Report and the Total Shareholder Return Performance Graph). ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The information called for by this Item is incorporated herein by reference to the Stock Ownership Table and the two paragraphs preceding the table in the 1995 Proxy Statement. The Corporation is unaware of any arrangements which may result in a change in control of the Corporation. ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The information called for by this Item is incorporated herein by reference to the "Certain Relationships and Related Transactions" section of the 1995 Proxy Statement. PART IV ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) The following documents are filed as a part of this Report: Financial Statements: - Consolidated Statements of Condition as of December 31, 1994 and 1993 - Consolidated Statements of Income for the years ended December 31, 1994, 1993 and 1992 - Consolidated Statements of Shareholders' Equity for the years ended December 31, 1994, 1993 and 1992 - Consolidated Statements of Cash Flows for the years ended December 31, 1994, 1993 and 1992 - Notes to the Consolidated Financial Statements - Report of Independent Public Accountants The consolidated financial statements of the Corporation, the notes thereto, and the report of independent public 20 22 accountants, in the 1994 Annual Report, as listed above, are incorporated herein by reference. Financial Statement Schedules: Not applicable. Exhibits: (3)(i) Restated Charter of the Corporation, as amended, attached as Exhibit 3(i) to the Corporation's registration statement on Form S-4 (No. 33-53331) filed 4-28-94 and incorporated herein by reference. (3)(ii) Bylaws of the Corporation, as amended. (4)(a) Shareholder Protection Rights Agreement, dated as of 9-7-89 between the Corporation and First Tennessee Bank National Association, as Rights Agent, including as Exhibit A the forms of Rights Certificate and of Election to Exercise and as Exhibit B the form of Charter Amendment designating a series of Participating Preferred Stock of the Corporation with terms as specified, attached as an exhibit to the Corporation's Registration Statement on Form 8-A filed 9-8-89, and incorporated herein by reference. (4)(b) Indenture, dated as of 6-1-87, between the Corporation and Security Pacific National Trust Company (New York), Trustee, attached as an exhibit to the Corporation's Annual Report on Form 10-K for the year ended 12-31-91, and incorporated herein by reference. (4)(c) The Corporation and certain of its consolidated subsidiaries have outstanding certain long-term debt. See Note 12 in the Corporation's 1994 Annual Report to Shareholders. None of such debt exceeds 10% of the total assets of the Corporation and its consolidated subsidiaries. Thus, copies of constituent instruments defining the rights of holders of such debt are not required to be included as exhibits. The Corporation agrees to furnish copies of such instruments to the Securities and Exchange Commission upon request. *(1O)(a) Management Incentive Plan, as amended.(1) *(1O)(b) 1983 Restricted Stock Incentive Plan, as amended.(1) *(1O)(c) 1989 Restricted Stock Incentive Plan, as amended.(1) *(1O)(d) 1992 Restricted Stock Incentive Plan.(1) *(10)(e) 1984 Stock Option Plan, as amended.(1) *(1O)(f) 1990 Stock Option Plan, as amended.(1) *(1O)(g) Survivor Benefits Plan, as amended.(1) *(1O)(h) Directors and Executives Deferred Compensation Plan, as amended.(1) *(1O)(i) Pension Restoration Plan.(2)
21 23 *(1O)(j) Director Deferral Agreements (2) with Schedule. *(10)(k) Severance Agreements dated 12-15-92 with schedule.(2) (11) Statement re: computation of per share earnings. (13) The portions of the 1994 Annual Report to Shareholders which have been incorporated by reference into this Form 10-K. (21) Subsidiaries of the Corporation. (24) Powers of Attorney (27) Financial Data Schedule (for SEC use only) (99)(a) Annual Report on Form 11-K for the Corporation's Savings Plan and Trust, for fiscal year ended 12-31-94, as authorized by SEC Rule 15d-21 (to be filed as an amendment to Form 1O-K).
* Exhibits marked with an "*" represent management contract or compensatory plan or arrangement required to be filed as an exhibit. (1) These documents are incorporated herein by reference to the exhibit with the corresponding number contained in the Corporation's 1992 Annual Report on Form 10-K. (2) These documents are incorporated herein by reference to exhibits 10(j), 10(k), and 10(l), respectively, contained in the Corporation's 1992 Annual Report on Form 10-K. (b) No reports on Form 8-K were filed during the fourth quarter of 1994. 22 24 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 TENNESSEE NATIONAL CORPORATION Date: March 24, 1995 By: James F. Keen --- --------------------------------- James F. Keen, Senior Vice President and Controller 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 --------- ----- ---- Ralph Horn* Chief Executive Officer March 24, 1995 --------------------- (principal executive Ralph Horn officer) and a Director Elbert L. Thomas, Jr.* Senior Vice President March 24, 1995 ---------------------- and Chief Financial Officer Elbert L. Thomas, Jr. (principal financial officer) James F. Keen* Senior Vice President March 24, 1995 ---------------------- and Controller (principal James F. Keen accounting officer) Jack A. Belz* Director March 24, 1995 ---------------------- Jack A. Belz Robert C. Blattberg* Director March 24, 1995 ---------------------- Robert C. Blattberg J. R. Hyde, III* Director March 24, 1995 ---------------------- J. R. Hyde, III R. Brad Martin* Director March 24, 1995 ---------------------- R. Brad Martin Joseph Orgill, III* Director March 24, 1995 ---------------------- Joseph Orgill, III
23 25 Richard E. Ray* Director March 24, 1995 ---------------------- Richard E. Ray Vicki G. Roman* Director March 24, 1995 ---------------------- Vicki G. Roman Michael D. Rose* Director March 24, 1995 ---------------------- Michael D. Rose William B. Sansom* Director March 24, 1995 ---------------------- William B. Sansom Gordon P. Street, Jr.* Director March 24, 1995 ---------------------- Gordon P. Street, Jr. Ronald Terry* Director March 24, 1995 ---------------------- Ronald Terry *By: Clyde A. Billings, Jr. March 24, 1995 ----------------------- Clyde A. Billings, Jr. As Attorney-in-Fact
24 26 EXHIBIT INDEX
Item No. Description -------- ----------- (3)(i) Restated Charter of the Corporation, as amended, attached as Exhibit 3(i) to Corporation's registration statement on Form S-4 (No. 33-53331) filed April 28, 1994 and incorporated herein by reference. (3)(ii) Bylaws of the Corporation, as amended. --- (4)(a) Shareholder Protection Rights Agreement dated as of 9-7-89 between the Corporation and First Tennessee Bank National Association, as Rights Agent, including as Exhibit A the forms of Rights Certificate and of Election to Exercise and as Exhibit B the form of Charter Amendment designating a series of Participating Preferred Stock of the Corporation with terms as specified, attached as an exhibit to the Corporation's Registration Statement on Form 8-A filed 9-8-89, and incorporated herein by reference. (4)(b) Indenture, dated as of June 1, 1987, between the Corporation and Security Pacific National Trust Company (New York), Trustee, attached as an exhibit to the Corporation's Annual Report on Form 10-K for the year ended December 31, 1991, and incorporated herein by reference. (4)(c) The Corporation and certain of its consolidated subsidiaries have outstanding certain long-term debt. See Note 12 in the Corporation's 1994 Annual Report to Shareholders. None of such debt exceeds 10% of the total assets of the Corporation and its consolidated subsidiaries. Thus, copies of constituent instruments defining the rights of holders of such debt are not required to be included as exhibits. The Corporation agrees to furnish copies of such instruments to the Securities and Exchange Commission upon request. *(1O)(a) Management Incentive Plan, as amended. (1) --- *(1O)(b) 1983 Restricted Stock Incentive Plan, as amended. (1) --- *(1O)(c) 1989 Restricted Stock Incentive Plan, as amended. (1) --- *(1O)(d) 1992 Restricted Stock Incentive Plan. (1) *(10)(e) 1984 Stock Option Plan, as amended. (1) ---
25 27 *(1O)(f) 1990 Stock Option Plan, as amended. (1) --- *(1O)(g) Survivor Benefits Plan, as amended. (1) --- *(10)(h) Directors and Executives Deferred Compensation Plan, as amended. (1) --- *(10)(i) Pension Restoration Plan. (2) --- *(1O)(j) Director Deferral Agreements (2) with Schedule. *(1O)(k) Severance Agreements dated 12-15-92 with schedule. (2) (11) Statement re: computation of per share earnings. (13) The portions of the 1994 Annual Report to Shareholders which have been incorporated by reference into this Form 10-K. --- (21) Subsidiaries of the Corporation. --- (24) Powers of Attorney (27) Financial Data Schedule (For SEC use only) (99)(a) Annual Report on Form 11-K for the Corporation's Savings Plan and Trust, for fiscal year ended December 31, 1994, as authorized by SEC Rule 15d-21 (to be filed as an amendment to Form 10-K).
*Exhibits marked with an "*" represent management contract or compensatory plan or arrangement required to be filed as an exhibit. (1) These documents are incorporated herein by reference to the exhibit with the corresponding number contained in the Corporation's 1992 Annual Report on Form 10-K. (2) These documents are incorporated herein by reference to exhibits 10(j), 10(k), and 10(1), respectively, contained in the Corporation's 1992 Annual Report on Form 10-K. 26 EX-3.(II) 2 BYLAWS OF FIRST TENNESSEE NATIONAL CORP. 1 EXHIBIT 3 (ii) BY LAWS OF FIRST TENNESSEE NATIONAL CORPORATION (As Amended and Restated March 15, 1977) ARTICLE I. OFFICES 1. The principal office shall be in Memphis, Tennessee. 2. The Corporation may also have offices in such other places as the Board of Directors may from time to time appoint, or the business of the Corporation may require. ARTICLE II. SHAREHOLDERS' MEETINGS 1. Meetings of the shareholders of the Corporation may be held either in the State of Tennessee or elsewhere: but in the absence of notice to the contrary, shareholders' meetings shall be held at the office of the Corporation in Memphis, Tennessee. 2. The annual meeting of shareholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year on the Third Tuesday in April, or if that day is a legal holiday, on the next succeeding day not a legal holiday, at a time to be fixed by resolution of the Board of Directors; at which meeting they shall elect by ballot, by plurality vote, a Board of Directors and may transact such other business as may properly come before the meeting. 3. The holders of a majority of the shares issued and out- standing and entitled to vote thereat, present in person or repre- sented by proxy, shall be requisite, and shall constitute a quorum at all meetings of the shareholders, for the transaction of busi- ness, except as otherwise provided by law, by the Charter of Incorporation, and these Bylaws. If, however, such majority shall not be present or represented at the meeting of the shareholders, the shareholders entitled to vote thereat, present in person or by Proxy, shall have power to adjourn the meeting from time to time 2 without notice other than announcement at the meeting until the requisite amount of voting shares shall be present. At such ad- journed meeting at which the requisite amount of voting shares shall be represented, any business may be transacted which might have been transacted at the meeting as originally notified. 4. Written notice of the annual meeting stating the place, day and hour of the meeting shall be mailed to each shareholder entitled to vote thereat at such address as appears on the stock records of the Corporation, at least ten (10), but not more than sixty (60), days prior to the meeting. 5. Special meetings of the shareholders for any purpose or purposes, unless otherwise prescribe by statute, may be called (i) by the Chairman of the Board of Directors, and shall be called by the Chairman of the Board of Directors or the Secretary at the request in writing of a majority of the Board of Directors, or (ii). by the holders of not less than one-tenth (1/10) of all the shares entitled to vote at such meeting. Such call shall state the purpose or purposes of the proposed meeting. 6. Written notice of a special meeting of shareholders, stating the place, day and hour and the purpose or purposes for which the meeting is called and the person or persons calling the meeting, shall be mailed, postage prepaid, at least ten (10) days before the date of such meeting, to each shareholder entitled to vote thereat at such address as appears on the stock transfer records of the Corporation. 7. Special meetings of the shareholders may be held at any time on written waiver of notice or by consent of all of the share- holders. 8. Any shareholder may waive notice of any meeting either before, at or after the meeting. 9. At each meeting of shareholders, each shareholder shall have one vote for each share of stock having voting power registered in his name on the records of the Corporation on the record date for that meeting, and every shareholder having the right to vote shall be entitled to vote in person or by proxy appointed by instrument in writing. -2- 3 10. Any director may be removed by the shareholders with or without cause, at any time by the affirmative vote of the holders of a majority of the stock entitled to vote, by resolution adopted at any meeting of shareholders, whether an annual or a special meeting. ARTICLE III DIRECTORS 1. The business and affairs of the Corporation shall be directed by a Board of Directors, which shall consist of 19 members. Directors need not be shareholders. 2. Each director shall serve for the term of one year and until his successor shall have been duly elected and qualified: subject, however, to the right of the removal of any director at any time by the affirmative vote of the majority of the shares entitled to vote by resolution adopted at any meeting of shareholders, whether an annual or a special meeting. 3. The directors may hold their meetings at the office of the Corporation in Memphis, Tennessee, or at such other place or places, either in the State of Tennessee or elsewhere, as they may from time to time determine. 4. A majority of the Board of Directors at a meeting duly assembled shall be necessary to constitute a quorum for the trans- action of business, and the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the vote of a greater number is required by law, by the Charter, or these Bylaws. 5. As compensation, the directors, for their services, shall be paid such amounts at such time as may, from tine to time, be determined by resolution of the entire Board of Directors; provide that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and being compensated therefor. 6. The directors, by resolution adopted by a majority of the entire Board, may designate any executive committee, consisting of three or more directors, and other committees, consisting of three or more directors, officers or employees, and may delegate to such -3- 4 committee or committees all such authority of the Board that it deems desirable, including, without limitation, authority to elect corporate officers, fix their salaries and, to the extent such is not provided by law, the Charter or these Bylaws, to establish their authority and responsibility, except that no such committee or committees, unless specifically so authorized by the Board, shall have and exercise the authority of the Board to: (a) Adopt, amend or repeal the Bylaws; (b) Submit to shareholders any action that needs shareholders' authorization under Chapters 1 through 14, Title 48, Tennessee Code Annotated, and any and all amendments and supplements thereto; (c) Fill vacancies in the Board or in any committee; and (d) Declare dividends or make other corporate distributions. Regular and special meetings of committees may be held with or with- out notice as prescribed by resolution of the directors. ARTICLE IV. POWERS OF DIRECTORS 1. The Board of Directors shall have, in addition to such powers as are hereinafter expressly conferred on it and all such powers as may be conferred on it by law, all such powers as may be exercised by the Corporation, subject to the provisions of the law, the Charter and these Bylaws. 2. The Corporation shall be managed by the Board of Directors, which shall exercise all powers conferred under the laws of the State of Tennessee, including without limitation the powers speci- fied in the Charter of the Corporation, as amended, and the power: (a) To purchase or otherwise acquire property, rights or privileges for the Corporation which the Corpora- tion has power to take, at such prices and on such terms as the Board of Directors may deem proper; (b) To pay for such property, rights or privileges in whole or in part with money, stocks, bonds, deben- tures or other securities of the Corporation, or -4- 5 by the delivery of other property of the Corporation; (c) To create, make and issue mortgages, bonds, deeds of trust, trust agreements and negotiable or trans- ferable instruments end securities, secured by mortgage or otherwise, and to do every act and thing necessary to effectuate the same; (d) To elect the corporate officers and fix their salaries; to appoint employees and trustees; and to dismiss them at its discretion; to fix their duties and emoluments, and to change them from time to time; and to require security as it may deem proper; (e) To confer on any Officer of the Corporation the power of selecting, discharging or suspending such employees; and (f) To determine by whom and in what manner the Corporation's bills, notes, receipts, acceptances, guaranties, endorse- ments, checks, releases, contracts or other documents shall be signed. ARTICLE V. MEETINGS OF DIRECTORS 1. Following each annual election of directors, the newly elected directors shall meet for the purpose of organization, the election of officers and the transaction of other business, and, if a majority of the directors be present at such place, day and hour, no prior notice of such meeting shall be required to be given to the directors. The place, day and hour of such meeting may also be fixed by written consent of the directors. 2. Meetings of the directors shall be held at least once each calendar quarter at such time and place as the Board of Directors may by resolution determine. Notice of the time and place of the meetings shall be given as specified for a special meeting. 3. Special meetings of the directors may be called by the Chairman or the Board of Directors or the President on two days' -5- 6 notice in writing or on one day's notice by telegram to each direc- tor, and shall be called by the Chairman in like manner on the written request of two directors. The notice shall state thou place, day and hour where it is to be held. 4. Special meetings of the directors may be held at any time on written waiver of notice or by consent of all the directors. 5. A majority of the directors shall constitute a quorum, but a smaller number may adjourn from time to time, without further notice, if the time and place to which the meeting is adjourned are fixed at the meeting at which the adjournment is taken and if the period of adjournment does not exceed thirty (30) days in any one (1) adjournment. 6. The directors may take action which they are required or permitted to take, without a meeting, on written consent setting forth the action so taken, signed by all of the directors entitled to vote thereon. ARTICLE VI. OFFICERS 1. The officers of the Corporation shall be chosen at the annual organizational meeting following the annual meeting of share- holders, for a term of one (1) year and until their successors are elected and qualified. The officers of the Corporation shall con- sist of a Chairman of the Board of Directors, a President, such number of Vice Chairmen as the Board may from time to time determine and appoint, a Financial Vice President, a Secretary, a Treasurer, a Controller and an Auditor, and such number of Executive Vice Presidents. Senior Vice Presidents and Vice Presidents, Assistant Secretaries, Assistant Controllers, Assistant Auditors, and Corporate Officers as the Board may from time to time determine and appoint. Any person may hold two or more offices, except that the President shall not also be the Secretary or an Assistant Secretary. The officers, other than the Chairman of the Board of Directors, need not be directors or shareholders. -6- 7 2. The Board may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board. 3. If the office of any officer or officers appointed by the Board of Directors becomes vacant for any reason, the vacancy may be filled by the Board of Directors. 4. The officers of the Corporation shall hold office until their successors are elected and qualified. Any officer shall be subject to removal at any time with or without cause by the affirma- tive vote of a majority of the Board of Directors. 5. The salaries and compensation of all officers of the Corporation shall be fixed by the Board. ARTICLE VII. CHAIRMAN OF THE BOARD OF DIRECTORS 1. The Chairman of the Board of Directors shall be the Chief Executive Officer of the Corporation; he shall preside at all meetings of the shareholders; he shall have general management of the business of the Corporation and shall exercise general super- vision over all of its affairs and shall see that all orders and resolutions of the Board are carried into effect. 2. He shall have the general powers and duties of supervision. and management usually vested in the office of Chairman of the Board of Directors and Chief Executive Officer of a Corporation. ARTICLE VIII. THE PRESIDENT 1. The President, in the absence of the Chairman of the Board, shall preside at all meetings of shareholders, and he shall be charged with the active management and administration of the business of the Corporation with power to make all contracts in the conduct of the regular and ordinary business of the Corporation; and he may appoint and discharge agents and employees of the Corporation and fix their compensation, subject to the general supervisory powers -7- 8 of the Chairman of the Board of Directors and of the Board of Directors, and do and perform such other duties as from time to time may be assigned to him by the Board of Directors and as may be authorized by law. ARTICLE IX. VICE CHAIRMAN 1. Vice Chairmen shall perform such of the duties and exer- cise such of the powers as may be prescribed by the Board of Direc- tors or the Chairman of the Board of Directors. ARTICLE X. CHAIRMAN OF THE CREDIT POLICY COMMITTEE 1. The Chairman of the Credit Policy Committee shall perform such of the duties and exercise such of the powers as may be pre- scribed by the Board of Directors or the Chairman of the Board of Directors. ARTICLE XI. FINANCIAL VICE PRESIDENT 1. The Financial Vice President shall perform such of the duties and exercise such of the powers as may be prescribed by the Board of Directors or the Chairman of the Board of Directors. ARTICLE XII. VICE PRESIDENT 1. Vice Presidents shall perform such of the duties and exercise such of the powers as may be prescribed by the Board of Directors, the Chairman of the Board of Directors or the President. ARTICLE XIII. SECRETARY 1. The Secretary shall attend all sessions of the Board and of the shareholders and record all votes and the minutes of all -8- 9 proceedings in a book to be kept for that purpose. He shall give or cause to be given notice of all meetings or the shareholders and of the Board of Directors and shall perform such other duties as are incident to his office or as may be prescribed by the Board of Directors or the Chairman of the Board of Directors. 2. In the absence or disability of the Secretary, the Assistant Secretary shall perform all the duties and exercise all of the powers of the Secretary and shall perform such other duties as the Board of Directors or the Chairman of the Board of Directors shall prescribe. ARTICLE XIV. TREASURER 1. The Treasurer shall have custody of the funds and securi- ties of the Corporation and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation such depositories as may be designated by the Board of Directors. 2. He shall disburse the funds of the Corporation as may be ordered by the Board, or by the Chairman of the Board of Directors, or by the President, taking proper vouchers for such disbursements, and shall render to the Board, the Chairman of the Board, or the President, whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Corporation, and at a regular meeting of the Board preceding the annual shareholders' meeting, a like report for the preceding year. 3. He shall keep or cause to be kept an account of stock registered and transferred in such manner and subject to such regulations as the Board of Directors may prescribe 4. He shall give the Corporation a bond, if required by the Board of Directors, in such sum and in form and with security satis- factory to the Board of Directors for the faithful performance of the duties of his office end the restoration to the Corporation, in case of his death, resignation or removal from office, of all books, -9- 10 papers, vouchers, money and other property of whatever kind in his possession, belonging to the corporation. He shall perform such other duties as the Board of Directors may from time to time pre- scribe or require. 5. In the absence or disability of the Treasurer, the Assis- tant Treasurer shall perform all the duties and exercise all of the powers of the Treasurer and shall perform such other duties as the Board of Directors or the Chairman of the Board of Directors shall prescribe. ARTICLE XV. AUDITOR 1. The Auditor shall perform such of the duties and exercise such of the powers as may be prescribed by the Board of Directors. 2. In the absence or disability of the Auditor, the Assistant Auditor shall perform all the duties and exercise all the powers of the Auditor and shall perform such other duties as the Board of Directors shall prescribe. ARTICLE XVI. CONTROLLER 1. The Controller shall assist the management of the Corpora- tion in setting the financial goals and policies of the Corporation; shall provide financial and statistical information to the share- holders and to the management of the Corporation and shall perform such other duties and exercise such other powers as may be pre- scribed by the Board of Directors, the Chairman of the Board of Directors or the President. 2. In the absence or disability of the Controller, the Assis- tant Controller shall perform all duties and exercise all Powers of the Controller and shall perform such other duties as the Board of Directors or the Chairman of the Board of Directors shall prescribe. -10- 11 ARTICLE XVII CORPORATE OFFICER 1. Corporate Officers shall have such authority and perform such of the duties and exercise such of the powers as may be pre- scribed by the Board of Directors, the President or any Vice Chair- man. ARTICLE XVIII. DUTIES OF OFFICERS MAY BE DELEGATED 1. In case of the absence of any officer of the Corporation, or for any other reason that the Board may deem sufficient, the Board may delegate, for the time being, the powers or duties, or any of them, of such officer to any other officer, or to any director, provided a majority of the entire Board concur therein. ARTICLE XIX. CERTIFICATES OF STOCK 1. The certificates of stock of the Corporation shall be numbered, shall be entered in the book or records of the Corpora- tion as they are issued, and shall be signed by the Chairman of the Board and any one of the following: the President, the Treasurer or the Secretary. Each certificate shall include the following upon the face thereof: (a) That the Corporation is organized under the laws of this state; (b) The name of the Corporation; (c) The name of the person to whom issued; (d) The number and class of shares, and the designation of the series, if any, which such certificate represents; (e) The par value of each share represented by such certifi- cate: or a statement that the shares are without par value; and (f) Such other provisions as the Board may from time to time require. -11- 12 Either or both of the signatures upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or regis- tered by a registrar other than an officer or employee of the Corporation. ARTICLE XX. TRANSFERS OF STOCK AND RECORD DATE 1. Transfers of shares of stock shall be made upon the books of the Corporation by the person named in the certificate or by an attorney, lawfully constituted in writing, and upon surrender of the certificate therefor. The Board of Directors may appoint suitable agents in Memphis, Tennessee, and elsewhere to facilitate transfers by shareholders under such regulations as the Board may from time to time prescribe. The transfer books may be closed by the Board for such period, not to exceed 40 days, as may be deemed advisable for dividend or other purposes, or in lieu of closing the books, the Board may fix in advance a date as the record date for determining shareholders entitled notice of and to vote at a meeting of shareholders, or entitled to payment of any dividend. The record date shall not be less than 10 days prior to the date on which the particular action requiring such determination is to be taken. All certificates surrendered the the Corporation for transfer shall be canceled, and no new certificate shall be issued until the former certificate for like number of shares shall have been surrendered and canceled, except that in case of a lost or destroyed certificate a new one may be issued on the terms prescribe by Article XXII of these Bylaws. ARTICLE XXI REGISTERED SHAREHOLDERS 1. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact there- of; and, accordingly shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other -12- 13 person, whether or not it shall have express or other notice thereof, save as expressly provided by the laws of Tennessee. ARTICLE XXII. LOST CERTIFICATE 1. The agent for transfer of the Corporation's stock may issue new share certificates in place of certificates represented to have been lost, destroyed, stolen or mutilated upon receiving an indemnity satisfactory to the agent and the Secretary or Treasurer of the Corporation, without further action of the Board of Directors. ARTICLE XXIII. FISCAL YEAR. 1. The Board of Directors of the Corporation shall have authority from time to time to determine whether the Corporation shall operate upon a calendar year basis or upon a fiscal year basis, and if the latter, said Board shall have power to determine when the said fiscal year shall begin and end. ARTICLE XXIV. DIVIDENDS 1. Dividends on the capital stock of the Corporation may be declared by the Board of Directors at any regular or special meeting pursuant to law. 2. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discre- tion, think proper as a reserve fund to meet contingencies, or for equalizing dividends or for repairing or maintaining any property of the Corporation, or for such other purposes as the directors shall think conducive to the interest of the Corporation. -13- 14 ARTICLE XXV SEAL 1. This Corporation shall have a Corporate Seal which shall consist of an imprint of the name of the Corporation, the state of its incorporation, the year of incorporation and the words "Corporate Seal." ARTICLE XXVI. NOTICES 1. Whenever under the provisions of these Bylaws notice is required to be given to any director, officer or shareholder, it shall not be construed to mean personal notice, but such notice may be given in writing by depositing the same in the United States Mail, or by telegram addressed to such shareholder, at such address as appears on the stock transfer books of the Corporation, and addressed to such director or officer at such address as appears on the records of the Corporation, and such notice shall be deemed to be given at the time when the same shall be thus deposited, or the telegram sent. 2. Any director, officer or shareholder may waive any notice of any meeting required to be given under these Bylaws either be- fore, at or after the meeting. ARTICLE XXVII. AMENDMENTS 1. The Board of Directors shall have power to make, amend and repeal the Bylaws of the Corporation by vote of a majority of all the directors, at any regular or special meeting of the Board. 2. The shareholders may make, alter, amend and repeal the Bylaws of this Corporation at any annual meeting or at a special meeting called for that purpose, and all Bylaws made by the direc- tors may be altered or repealed by vote of the majority of the shareholders. -14- 15 ARTICLE XXVIII INDEMNIFICATION 1. If any current or former director or officer of First Tennessee National Corporation ("First Tennessee") shall be wholly successful, on the merits or otherwise, in any threatened or actual criminal or civil suit or proceeding other than by or in the right of First Tennessee to procure a judgement in its favor, including any suit or proceeding instituted as a result of such director or officer serving another corporation or other business entity in any capacity at the request of First Tennessee, which was commenced by reason of the fact that he is or was a director or officer of First Tennessee or served such other corporation or other business entity in any capacity, he shall be indemnified by First Tennessee against all reasonable expenses, including attorney fees, actually and necessarily incurred as a result of such threatened or actual suit or proceeding, or any appeal therein. 2. If any current or former director or officer of First Tennessee shall be wholly successful, on the merits or otherwise, in any actual suit by or in the right of First Tennessee to procure a judgment in its favor, which was commenced by reason of the fact that he is or was a director or officer of First Tennessee, he shall be indemnified by First Tennessee against all reasonable expenses; including attorney fees, actually and necessarily incurred as a result of such suit or proceeding, or any appeal therein. 3. If any current or former director or officer of First Tennessee has not been wholly successful, on the merits or other- wise, in defense of a threatened or actual suit or proceeding of the character described in Section 1 of this bylaw or a civil action of the character described in Section 2, unless ordered by the Court under Section 48-410 of the Tennessee Code Annotated ("T.C.A."), he shall be indemnified by First Tennessee (1) in a suit or proceeding of the character described in Section 1, against judgments and fines; and (2) in a suit or proceeding of the character described in Sections 1 or 2, against amounts paid in settlement and reasonable expenses, including attorney fees, actually and necessarily incurred as a result of such suit or proceeding, or any appeal therein, only if authorized in the specific case: -15- 16 a. By the Board of First Tennessee acting by a quorum consisting of Directors who are not parties to such action or proceeding upon a finding that: (1) In a suit or proceeding other than by or in the right of First Tennessee, the director or officer has acted in good faith for a purpose which he has reasonably believed to be in the best interest of First Tennessee, and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his conduct was unlawful; or (2) In a suit or proceeding by or in the right of First Tennessee, the director or officer has not breached his duty to First Tennessee under T.C.A. 48-813; and (3) In the case of any settlement, in addition to the appropriate standard of conduct under 3.a. (1) or (2), the settlement is in the best interest of First Tennes- ee; and if the settlement has been approved by a court, that the indemnification would not be inconsistent with any condition with respect to indemnification imposed by the court in approving the settlement. b. If a quorum under 3.a. is not available with due diligence: (1) By the Board of First Tennessee upon the opinion in writing of independent legal counsel that indemnification is proper in the circumstances because the applicable standard of conduct set forth in 3.a.(1), (2) or (3) has been met by such director or officer; or (2) By the shareholders of First Tennessee upon finding that the director or officer has met the applicable standard of conduct set forth in 3.a.(1), (2) or (3). 4. A director or officer of First Tennessee shall be deemed to be serving another corporation or other business entity at the request of First Tennessee only if such request is reflected in the records of a committee appointed by the Board of first Tennessee for the purpose of making such requests. 5. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by first Tennessee in advance of the -16- 17 final disposition of such action, suit or proceeding if authorized by the procedure established under 3.a. or b. of this bylaw. 6. If any expenses or other amounts are paid by way of in- demnification otherwise than by court order under T.C.A. 48-410 or action by the shareholders, First Tennessee shall give notice to the shareholders as provided in T.C.A. 48-411(3). 7. Every employee of First Tennessee shall be indemnified by First Tennessee to the same extent as directors or officers of First Tennessee. 8. a. The right of indemnification set forth above shall not be deemed to restrict any right of indemnifica- tion provided to any director, officer or employee of First Tennessee or any of its subsidiaries pursuant to a contract, agreement or resolution executed upon the approval or ratification of the Board of First Tennessee acting by a quorum of dis- interested directors, provided that any such con- tract shall not enlarge the rights of indemnification permitted under the Tennessee Central Corporation Act. b. This bylaw shall not be construed to affect or re- strict in any manner any right of indemnification granted by First Tennessee to persons other than directors, officers and employees of First Tennessee or any of its subsidiaries. 9. a. No combination of rights shall permit any current or former director, officer or employee of First Tennes- see to receive a double recovery. b. The right of indemnification provided in this bylaw shall inure to the benefit of the heirs, executors or administrators of each such current or former direc- tor, officer of employee of First Tennessee and shall or in no event be construed to enlarge the rights of indemnification permitted under the Tennessee General Corporation Act. -17- 18 ARTICLE XXIX RETIREMENT 1. Directors. Any director who shall attain the age of seventy (70) shall be automatically retired from the Board at time of the next succeeding annual meeting of shareholders. How- ever, a director may be retired before age seventy (70) as herein- after provided. Effective December 31, 1978, directors shall be retired from the Board as follows: (1) The retirement age for Directors will be sixty-five (65). Any Director who becomes sixty-five prior to December 31; 1978 or any December 31 thereafter will be retired as of the December 31 following his sixty-fifth birthday. (2) For the purpose of maintaining Boards of active business and professional men, Directors leaving their present occupation or the position held at their last election (by retirement or otherwise), will be expected to tender their resignation from the Board upon such occasion. The resig- nation will ordinarily be accepted unless (a) the Director assumes another management position deemed appropriate by the Board for continuation, or (b) the Director is so en- gaged in some specific project for the Board as to make his resignation detrimental to the Corporation. Under this circumstance, the Board may elect to set a subsequent date for his retirement timed to coincide with the comple- tion of the project. (3) Directors who are also Officers of the Corporation shall be retired from the Board on the date they retire from or otherwise discontinue active service with the Corporation or its affiliates. Any director of the Corporation who has retired from the Board is eligible for election to a position on the Honorary Advisory Board, the duties of which shall be as specified by such resolutions as the Board of Directors may from time to time adopt. Membership on the Honorary Advisory Board shall continue at the discretion of the Board of Directors. -18- 19 2. Officers and Employees. As each officer or employee attains the age of sixty-five years, his employment by the Corpora- tion shall automatically be terminated and his salary discontinued on the first day of the month coincident with or immediately following his sixty-fifth birthday; however, the Board of Directors, in its discretion, may continue any such officer or employee in service and designate the capacity in which he shall serve, and shall fix the remuneration he shall receive. The Board may also re-employ any former officer who had theretofore been retired. ARTICLE XXX. CONVEYANCES 1. All transfers and conveyances of real estate made by the Corporation shall be executed by any officer of the Corporation, ex- cept the Auditor and Assistant Auditor, with seal attested by any other officer of the Corporation. 2. Any officer of the Corporation, except the Auditor and Assistant Auditor, is authorized and empowered to sell, assign, transfer, and deliver any and all bonds, stocks, or other indicia of ownership of personal property which may now or hereafter be assigned to it, or owned or held by it, and to execute releases of assignments and conveyances made to the Corporation or instruments in which the Corporation is named beneficiary. -19- 20 RESOLUTION OF BOARD OF DIRECTORS OF FIRST TENNESSEE NATIONAL CORPORATION JANUARY 17, 1978 RESOLVED, that Article III, Section 1, of the Bylaws of the Company be, and hereby is, amended to provide for a board of directors to consist of 18, rather than 19, members effective as of April 18, 1978, by deleting the number 19 from said section of the Bylaws and substituting therefor the number 18. RESOLVED, that Article XXIX, Section 1, of the Bylaws of the Company be, and hereby is, amended and restated so as to read as follows: "1. Directors. Any director who shall attain the age of seventy (70) shall be automatically retired from the Board at the time of the next succeeding annual meeting of shareholders. However, a director may be retired before age seventy (70) as hereinafter provided. Effective December 31, 1978, directors who are not also officers of the Corporation or its affiliates shall be retired- from the Board as follows: (1) Any director who shall attain the age of sixty- five (65) shall be automatically retired from the Board at the time of the next succeeding annual meeting of shareholders. (2) For the purpose of maintaining Boards of active business and professional men, directors leaving their present occupation or the position held at their last election (by retirement or otherwise), will be expected to tender their resignation from the Board upon such occasion. The resignation will ordinarily be accepted unless (a) the director assumes another management position deemed appro- priate by the Board for continuation, or (b) the director is so engaged in some specific project for the Board as to make his resignation detri- mental to the Corporation. Under this circumstance, the Board may elect to set a subsequent date for his retirement timed to coincide with the completion of the project. Effective January 17, 1978, directors who are also officers of the Corporation or its affiliates shall be retired from the Board on the date they retire from or otherwise discontinue active service with the Corporation or its affiliates. Any director of the Corporation who has retired from the Board is eligible for election to a position on the Honorary Advisory Board, the duties of which shall be as specified by such resolutions as the Board of Directors may from time to time adopt. Membership on the Honorary Advisory Board shall continue at the discretion of the Board of Directors." A-1, p.1 21 RESOLUTION OF BOARD OF DIRECTORS OF FIRST TENNESSEE NATIONAL CORPORATION MAY 16, 1978 RESOLVED, that Article XXIX, Section 1 of the Bylaws of the Company be, and in hereby, amended to delete the word "Advisory" from the phrase "Honorary Advisory Board" where- ever that phrase appears in said section. A-1, p.3 22 RESOLUTION OF BOARD OF DIRECTORS OF FIRST TENNESSEE NATIONAL CORPORATION DECEMBER 19, 1978 RESOLVED, that as a result of the Age Discrimination in Employment Act Amendments of 1978, Article XXIX, Section 2, of the Bylaws of the Company be, and hereby is, amended and restated as of January 1, 1979, so as to read as follows: "2. Officers and Employees. As each officer or employee attains the age of 70 years, his or her employment by the Corporation shall auto- matically be terminated and his or her salary discontinued on the first day of the month coincident with or immediately following the 70th birthday. Provided, however, each officer or employee who meets the exclusion for execu- tives and top policy makers under the Age Discrimination in Employment Act; as amended from time to time, shall automatically be ter- minated and his or salary discontinued on the first day of the month coincident with or immediately following the 65th birthday. The Board of Directors, in its discretion, may continue any such officer or employee in service and designate the capacity in which he or she shall serve, and shall fix the remuneration he or she shall receive. The Board of Directors may also re-employ any former officer who had theretofore been retired." A-1, p.5 23 RESOLUTION OF BOARD OF DIRECTORS OF FIRST TENNESSEE NATIONAL CORPORATION APRIL 15, 1980 RESOLVED, that Article III, Section 6 of the Bylaws be, and hereby is, amended to provide for committees to consist of two, rather than three, members by deleting the number three, wherever it appears, from said section of Bylaws and substituting therefor the number two. 24 RESOLUTION OF BOARD OF DIRECTORS OF FIRST TENNESSEE NATIONAL CORPORATION OCTOBER 21, 1980 RESOLVED, that Article VI, Section 5, of the Bylaws of the Company be, and hereby is, amended and restated to read as follows: "5. The Board, or a committee thereof, shall fix the remuneration of executive officers. The renumeration of non-executive officers shall be fixed by the Board or by management under such policies and procedures as shall be established by the Board or a committee there- of." 25 RESOLUTION OF BOARD OF DIRECTORS OF FIRST TENNESSEE NATIONAL CORPORATION JANUARY 19, 1982 RESOLVED, that Article V, Section 2, of the Bylaws of the Company be, and hereby is, amended by deleting the words "at least once each calendar quarter" from said section of Bylaws. 26 RESOLUTION OF BOARD OF DIRECTORS OF FIRST TENNESSEE NATIONAL CORPORATION January 20, 1987 A new section 11 of Article II of the Bylaws of the Company is adopted as follows: "11. At an annual or special meeting of shareholders, only such business shall be conducted, and only such proposals shall be acted upon, as shall have been properly brought before an annual or special meeting of shareholders. To be properly brought before an annual or special meeting of shareholders, business must be (i) in the case of a special meeting called by or at the direction of the Board of Directors, specified in the notice of the special meeting (or any supplement thereto), or (ii) in the case of an annual meeting properly brought before the meeting by or at the direction of the Board of Directors or otherwise properly brought before the annual meeting by a shareholder. For business to be properly brought before such a meeting of shareholders by a shareholder, the shareholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a shareholder's notice must be delivered to or mailed and received at the principal executive offices of the Corporation not less than 30 days nor more than 60 days prior to the date of the meeting; provided, however, that if less than 40 days' notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be so delivered or received not later than the close of business on the 10th day following the earlier of (i) the day on which such notice of the date of the meeting was mailed or (ii) the day on which such public disclosure was made. A shareholder's notice to the Secretary shall set forth as to each matter the shareholder proposes to bring before a meeting of shareholders (i) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, (ii) the name and address, as they appear on the Corporation's books, of the shareholder proposing such business and any other shareholders known by such shareholder to be supporting such proposal, (iii) the class and number of shares of the Corporation which are beneficially owned by such shareholder on the date of such shareholder's notice and by any other shareholders known by such shareholder to be supporting such proposal on the date of such shareholder's notice, and (iv) any material interest of the shareholder in such proposal. Notwithstanding anything in these Bylaws to the contrary, no business shall be 27 conducted at a meeting of shareholders except in accordance with the procedures set forth in this Section 11. The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that the business was not properly brought before the meeting in accordance with the procedures prescribed by these Bylaws, and if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted." 28 RESOLUTION OF BOARD OF DIRECTORS OF FIRST TENNESSEE NATIONAL CORPORATION January 20, 1987 A new Section 7 of Article III of the Bylaws of the Company is adopted as follows: "7. Only persons nominated in accordance with the procedures set forth in this Section 7 shall be eligible for election as directors. Nominations of persons for election to the Board may be made at a meeting of shareholders (i) by or at the direction of the Board, or (ii) by any shareholder of the Corporation entitled to vote for the election of directors at such meeting who complies with the notice procedures set forth in this Section 7. Such nominations, other than those made by or at the direction of the Board, shall be made pursuant to timely notice in writing to the Secretary of the Corporation. To be timely, a shareholder's notice must be delivered to or mailed and received at the principal executive offices of the Corporation not less than 30 days nor more than 60 days prior to the date of a meeting; provided, however, that if fewer than 40 days' notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be so delivered or received not later than the close of business on the 10th day following the earlier of (i) the day on which such notice of the date of such meeting was mailed or (ii) the day on which such public disclosure was made. A shareholder's notice to the Secretary shall set forth (i) as to each person whom the shareholder proposes to nominate for election or reelection as a director (a) the name, age, business address and residence address of such person. (b) the principal occupation or employment of such person, (c) the class and number of shares of the Corporation which are beneficially owned by such person on the date of such shareholder's notice and (d) any other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors or, is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including, without limitation, such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected); and (ii) as to the shareholder giving the notice (a) the name and address, as they appear on the Corporation's books; of such shareholder and any other shareholders known by such shareholder to be supporting such nominees and (b) the class and number of shares of the Corporation which are beneficially owned by such shareholder on the date of such 29 shareholder's notice and by any other shareholders known by such shareholder to be supporting such nominees on the date of such shareholder's notice. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 7. The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by these Bylaws, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded." 30 RESOLUTION OF BOARD OF DIRECTORS OF FIRST TENNESSEE NATIONAL CORPORATION January 20, 1987 Article V, Section 3 of the Bylaws of the Company is amended to read as follows: "3. Special meetings of the directors may be called by the Chairman of the Board of Directors or the President on two days' notice by mail, or on one day's notice by telegram or cablegram, or on two hours' notice given personally or by telephone to each director, and shall be called by the Chairman in like manner on the written request of a majority of directors then in office. The notice shall state the place, day and hour where the meeting is to be held." 31 RESOLUTION OF BOARD OF DIRECTORS OF FIRST TENNESSEE NATIONAL CORPORATION JANUARY 20, 1987 ADOPTED SUBJECT TO APPROVAL OF PROPOSAL 3 BY THE SHAREHOLDERS APRIL 21, 1987 RESOLVED, that Article III, Section 2 of the Bylaws of First Tennessee National Corporation ("Company") is amended to read as follows: "2. Except as otherwise provided by law or by the Charter, the term of each director hereafter elected shall be from the time of his election and qualification until the third annual meeting next following his election and until his successor shall have been duly elected and qualified; subject, however, to the right of the removal of any director as provided by law, by the Charter or by these Bylaws." 32 RESOLUTION OF BOARD OF DIRECTORS OF FIRST TENNESSEE NATIONAL CORPORATION JANUARY 20, 1987 ADOPTED SUBJECT TO APPROVAL OF PROPOSAL 3 BY THE SHAREHOLDERS APRIL 21, 1987 RESOLVED, that a new Section 8 of Article III of the Bylaws of the Company is adopted as follows: "8. Except as otherwise provided by law or by the Charter, newly created directorships resulting from any increase in the authorized number of directors or any vacancies on the Board of Directors resulting from death, resignation, retirement, disqualification or any other cause (except removal from office) shall be filled only by the Board of Directors, provided that a quorum is then in office and present, or only by a majority of the directors then in office, if less than a quorum is then in office or by the sole remaining director. Any vacancies on the Board of Directors resulting from removal from office may be filled by the affirmative vote of the holders of at least a majority of the voting power of all outstanding voting stock or, if the shareholders do not so fill such a vacancy, by a majority of the directors then in office. Directors elected to fill a newly created directorship or other vacancy shall hold office for the remainder of the full term of the class of directors in which the new directorship was created or the vacancy occurred and until such director's successor has been duly elected and qualified. The directors of any class of directors of the Corporation may be removed by the shareholders only for cause by the affirmative vote of the holders of at least a majority of the voting power of all outstanding voting stock." 33 RESOLUTION OF BOARD OF DIRECTORS OF FIRST TENNESSEE NATIONAL CORPORATION JANUARY 20, 1987 ADOPTED SUBJECT TO APPROVAL OF PROPOSAL 3 BY THE SHAREHOLDERS APRIL 21, 1987 RESOLVED, that Article 11, Section 10 of the Bylaws of the Company is repealed, and Section 11 of Article II of the Bylaws of the Company is renumbered to become Section 10. 34 RESOLUTION OF BOARD OF DIRECTORS OF FIRST TENNESSEE NATIONAL CORPORATION JANUARY 20, 1987 ADOPTED SUBJECT TO APPROVAL OF PROPOSAL 3 BY THE SHAREHOLDERS APRIL 21, 1987 RESOLVED, that Article XXVII, Section 2 of the Bylaws of the Company is amended to read as follows: "2. The shareholders may make, alter, amend and repeal the Bylaws of this Corporation at any annual meeting or at a special meeting called for that purpose only by the affirmative vote of the holders of at least eighty percent (80%) of the voting power of all outstanding voting stock, and all Bylaws made by the directors may be altered or repealed only by the vote of the holders of at least eighty percent (80%) of the voting power of all outstanding voting stock." 35 RESOLUTION OF BOARD OF DIRECTORS OF FIRST TENNESSEE NATIONAL CORPORATION October 16, 1990 RESOLVED, that Article XXIX, Section 1, of the Bylaws of the Company be, and it hereby is, amended to read as follows: Directors who are not also officers of the Corporation or its affiliates shall be retired from the Board of Directors as follows: (1) Any director who shall attain the age of sixty-five (65) shall not thereafter be nominated for a directorship and shall be automatically retired from the Board at the expiration of the term for which he or she was elected. (2) For the purpose of maintaining boards of active business and professional persons, directors leaving the occupation or the position held at their last election (by retirement or otherwise) will be expected to tender their resignation from the Board upon such occasion. A resignation will ordinarily be accepted unless (a) the director assumes another management position deemed appropriate by the Board for continuation, or (b) the director is so engaged in some specific project for the Board as to make his or her resignation detrimental to the Corporation. Under this circumstance, the Board may elect to set a subsequent date for his or her retirement to coincide with the completion of the project. Directors who are also officers of the Corporation or any of its affiliates will be retired from the Board on the date they retire from or otherwise discontinue active Service with the Corporation and its affiliates. All directors of the Corporation who have served until retirement, as specified herein, will be asked to serve on the Honorary Board of Directors. Those directors who do not serve until retirement but who have served for a minimum of 10 years as an active member of the Board and who retire in good standing will also be asked to serve. Members of the Honorary Board shall have no authority to bind the Corporation. They shall not attend Board meetings of the Corporation and Shall not have any authority to vote on any matter being considered by the Board. 36 RESOLUTION OF BOARD OF DIRECTORS OF FIRST TENNESSEE NATIONAL CORPORATION January 22, 1991 RESOLVED, that Article III, Section 1 of the Bylaws of First Tennessee National Corporation be, and hereby is, amended to provide for a Board of Directors to consist of 13, rather than 15 members, effective as of the Annual Meeting of Shareholders, April 16, 1991, by deleting the number 15 from said section of the Bylaws and substituting therefor the number 13. 37 Amendment to Bylaws of First Tennessee National Corporation, adopted 4-16-91 ARTICLE XXVIII INDEMNIFICATION 1. If any current or former officer of the Corporation [including for purposes of this Article an individual who, while an officer, is or was serving another corporation or other enterprise (including an employee benefit plan) in any capacity at the request of the Corporation and unless the context requires otherwise the estate or personal representative of such officer] is wholly successful, on the merits or otherwise, in the defense of any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal ("Proceeding"), to which he was a party because he is or was an officer of the Corporation, he shall be indemnified by the Corporation against all reasonable expenses, including attorney fees, incurred in connection with such Proceeding, or any appeal therein. 2. If any current or former officer of the Corporation has not been wholly successful on the merits or otherwise, in the defense of a Proceeding, to which he was or was threatened to be made a party because he was or is an officer, he shall be indemnified by the Corporation against any judgment, settlement, penalty, fine (including any excise tax assessed with respect to an employee benefit plan), or other liability and any reasonable expenses, including attorney fees, incurred as a result of such Proceeding, or any appeal therein, if authorized in the specific case after a determination has been made that indemnification is permissible because the following standard of conduct has been met: (1) He conducted himself in good faith, and (2) He reasonably believed: (A) In the case of conduct in his official capacity as an officer of the Corporation that his conduct was in the Corporation's best interest; and (B) In all other cases that his conduct was at least not opposed to its best interests; and (3) In the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful; provided, however, the Corporation may not indemnify an officer in connection with a Proceeding by or in the right of the Corporation in which the officer was adjudged liable to the Corporation or in connection with any other proceeding charging improper benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him. -31- 38 3. The determination required by Section 2 herein shall be made as follows: (1) By the Board of Directors by a majority vote of a quorum consisting of directors not at the time parties to the Proceeding; (2) If a quorum cannot be obtained, by majority vote of a committee duly designated by the Board of Directors (in which designation directors who are parties may participate) consisting solely of two or more directors not at the time parties to the Proceeding; (3) By independent special legal counsel; (A) Selected by the Board of Directors or its committee in the manner prescribed in subsection (1) or (2); or (B) If a quorum of the Board of Directors cannot be obtained under Subsection (1) and a committee cannot be designated under subsection (2), selected by majority vote of the full Board of Directors (in which selection directors who are parties may participate); or, if a determination pursuant to Subsections 1, 2, or 3 of this Section 3 cannot be obtained, then (4) By the shareholders, but Shares owned by or voted under the control of directors who are at the time parties to the Proceeding may not be voted on the determination. 4. An officer of the Corporation shall be deemed to be serving another corporation or other enterprise or employee benefit plan at the request of the Corporation only if such request is reflected in the records of the Board of Directors or a committee appointed by the Board of Directors for the purpose of making such requests. 5. The Corporation shall pay for or reimburse reasonable expenses, including attorney fees, incurred by an officer who is a party to a Proceeding in advance of the final disposition of the Proceeding if: (1) The officer furnishes to the Corporation a written affirmation of his good faith belief that he has met the standard of conduct described in Section 2 herein; (2) The officer furnishes to the Corporation a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he is not entitle to indemnification; and -32- 39 (3) A determination is made that the facts then known to those making the determination would not preclude indemnification under this bylaw. 6. The undertaking required by Section 5 herein must be an unlimited general obligation of the officer but need not be secured and may be accepted without reference to financial ability to make repayment. 7. Determinations and authorizations of payments under Section 5 herein shall be made in the same manner as is specified in Section 3 herein. 8. Every employee and every former director of the Corporation shall be indemnified by the Corporation to the same extent as officers of the Corporation. 9. The right of indemnification set forth above shall not be deemed exclusive of any other rights to which an officer, employee, or former director seeking indemnification may be entitled. No combination of rights shall permit any officer, employee or former director of the Corporation to receive a double or greater recovery. 10. The Corporation shall indemnify each of its directors and such of the non-director officers of the Corporation or any of its subsidiaries as the Board of Directors may designate, and shall advance expenses, including attorney's fees, to each director and such designated officers, to the maximum extent permitted (or not prohibited) by law, and in accordance with the foregoing, the Board of Directors is expressly authorized to enter into individual indemnity agreements on behalf of the Corporation with each director and such designated officers which provide for such indemnification and expense advancement and to adopt resolutions, which provide for such indemnification and expense advancement. -33- 40 RESOLUTION OF BOARD OF DIRECTORS OF FIRST TENNESSEE NATIONAL CORPORATION July 16, 1991 RESOLVED, that Article III, Section 1 of the Bylaws of First Tennessee National Corporation be, and hereby is, amended to provide for a Board Of Directors to consist of 14, rather than 13 members, effective as of August 1, 1991, by deleting the number 13 from said section of the Bylaws and substituting therefor the number 14. January 19, 1993 RESOLVED, that Article III, Section 1 of the Bylaws of First Tennessee National Corporation be, and hereby is, amended to provide for a Board of Directors to consist of 13, rather than 14 members, effective as of January 31, 1993, by deleting the number 14 from said section of the Bylaws and substituting therefor the number 13. 41 RESOLUTION OF BOARD OF DIRECTORS OF FIRST TENNESSEE NATIONAL CORPORATION October 20, 1993 RESOLVED, that Article XXIX, Section 1, of the Bylaws of the Company be, and it hereby is, amended be deleting it in its entirety and amending it to read as follows: Directors who are not also officers of the Corporation or its affiliates shall be retired from the Board of Directors as follows: (1) Any director who shall attain the age of sixty-five (65) on or before the last day of the term for which he or she was elected shall not be nominated for re-election and shall be retired from the Board at the expiration of such term. (2) For the purpose of maintaining boards of active business and professional persons, directors leaving the occupation or the position held at their last election (by retirement or otherwise) will be expected to tender their resignation from the Board upon such occasion. A resignation will ordinarily be accepted unless (a) the director assumes another management position deemed appropriate by the Board for continuation, or (b) the director is so engaged in some specific project for the Board as to make his or her resignation detrimental to the Corporation. Under this circumstance, the Board may elect to set a subsequent date for his or her retirement to coincide with the completion of the project. Directors who are also officers of the Corporation or any of its affiliates will be retired from the Board on the date they retire from or otherwise discontinue active service with the Corporation and its affiliates. All directors of the Corporation who have served until retirement, as specified herein, will be asked to serve on the Honorary Board of Directors. Those directors who do not serve until retirement but who have served for a minimum of 10 years as an active member of the Board and who retire in good standing will also be asked to serve. Members of the Honorary Board shall have no authority to bind the Bank. They shall not attend Board meetings of the Corporation and shall not have any authority to vote on any matter being considered by the Board. 42 RESOLUTION OF BOARD OF DIRECTORS OF FIRST TENNESSEE NATIONAL CORPORATION December 21, 1993 RESOLVED, that Article III, Section 1 of the Bylaws of First Tennessee National Corporation be, and hereby is, amended to provide for a Board of Directors to consist of 14, rather than 13 members, effective as of December 21, 1993, by deleting the number 13 from said section of the Bylaws and substituting therefor the number 14. RESOLUTION OF BOARD OF DIRECTORS OF FIRST TENNESSEE NATIONAL CORPORATION March 2, 1994 RESOLVED, that Article III, Section 1 of the Bylaws of First Tennessee National Corporation be, and hereby is, amended to provide for a Board of Directors to consist of 11, rather than 14 members, effective as of April 19, 1994, by deleting the number 14 from said section of the Bylaws and substituting therefor the number 11. 43 RESOLUTIONS OF BOARD OF DIRECTORS OF FIRST TENNESSEE NATIONAL CORPORATION April 19, 1994 RESOLVED, that Article VII of the Bylaws of First Tennessee National Corporation be, and it hereby is, amended by deleting it in its entirety and substituting therefor the following: ARTICLE VII. The Chairman of the Board of Directors and The Chief Executive Officer 1. The Chairman of the Board of Directors shall preside at all meetings of the shareholders and of the Board of Directors and shall have such powers and perform such duties as may be provided for herein and as may be incident to the office and as may be assigned by the Board of Directors. If and at such times as the Board of Directors so determines, the Chairman of the Board may also serve as the Chief Executive Officer of the Corporation. 2. The Chief Executive Officer, in the absence of the Chairman of the Board of Directors, shall preside at all meetings of the shareholders and of the Board of Directors. The Chief Executive Officer shall be responsible for carrying out the orders of and the resolutions and policies adopted by the Board of Directors and shall have general management of the business of the Corporation and shall exercise general supervision over all of its affairs. In addition, the Chief Executive Officer shall have such powers and perform such duties as may be provided for herein and as may be incident to the office and as may be assigned by the Board of Directors. FURTHER RESOLVED, that Article VIII of the Bylaws be, and it hereby is, amended by deleting it in its entirety and substituting therefore the following: ARTICLE VIII The President. 1. The President, in the absence of the Chairman of the Board of Directors and the Chief Executive Officer, shall preside at all meetings of the shareholders and of the Board of Directors and shall be charged with the active management and administration of the business of the Corporation with the power to make all contracts in the conduct of the regular and ordinary business of the Corporation, and he may appoint and discharge agents and employees of the Corporation and fix their compensation, subject to the general supervisory powers of the Chairman of the Board of Directors and of the Chief Executive Officer and of the Board of Directors. In addition, he shall have such powers and perform such duties as may be provided for herein and as may be incident to the office and as may be assigned by the Board of Directors or the chairman of the Board of Directors or the Chief Executive Officer. FURTHER RESOLVED, that Articles IX, X, XI, XII, XIII, XIV, XVI and XIX be, and they hereby are, amended by substituting the phrase "the Chairman of the Board of Directors or the Chief Executive Officer" for the phrase "the Chairman of the Board of Directors" or the phrase "the Chairman of the Board" wherever either of such phrases appears in such Articles. 44 RESOLUTION OF BOARD OF DIRECTORS OF FIRST TENNESSEE NATIONAL CORPORATION JULY 19, 1994 ------------------------------------ RESOLVED, that Article XXIX, Section 2, of the Bylaws of the Company be, and it hereby is, amended by deleting it in its entirety and amending it to read as follows: "2. Officers and Employees. Except as provided in the following sentence, the Corporation has no compulsory retirement age for its officers or employees. Each officer or employee who has attained 65 years of age and who, for the two-year period immediately before attaining such age, has been employeed in a "bona fide executive" or a "high policy-making" position as those terms are used and defined in the Age Discrimination in Employment Act, Section 12(c), and the regulations relating to that section prescribed by the Equal Employment Opportunity Commission, all as amended from time to time (collectively, the "ADEA"), shall automatically be terminated by way of compulsory retirement and his or her salary discontinued on the first day of the month coincident with or immediately following the 65th birthday, provided such employee is entitled to an immediate nonforfeitable annual retirement benefit, as specified in the ADEA, in the aggregate amount of at least $44,000. Notwithstanding the prior sentence, the Board of Directors, in its discretion, may continue any such officer or employee in service and designate the capacity in which he or she shall serve, and shall fix the remuneration he or she shall receive. The Board of Directors may also reemploy any former officer who had theretofor been retired." 45 RESOLUTION OF BOARD OF DIRECTORS OF FIRST TENNESSEE NATIONAL CORPORATION October 18, 1994 ------------------------------------ RESOLVED, that Article III, Section 1 of the Bylaws of First Tennessee National Corporation be, and hereby is, amended to provide for a Board of Directors to consist of 12, rather than 11 members, effective as of October 18, 1994, by deleting the number 11 from said section of the Bylaws and substituting therefor the number 12. EX-10.(J) 3 SCHEDULE OF DEFERRAL AGREEMENTS 1 Exhibit 10(J) SCHEDULE OF DEFERRAL AGREEMENTS
NAME DATE AMOUNT TERMS(1) ---- ---- ------ -------- Jack Belz 12-29-92 Director Fees 30 Semi-Annual upon Retirement Jack Belz 12-20-93 Director Fees 20 Semi-Annual upon Retirement Jack Belz 06-30-94 Director Fees 20 Semi-Annual upon Retirement Robert Blattberg 04-16-84 Director Fees Five annual 01-91 Robert Blattberg 10-30-91 Director Fees Five annual 01-07 Robert Blattberg 06-06-92 Director Fees Lump Sum 01-01-02 Robert Blattberg 12-31-92 Director Fees Lump Sum 10-19-07 Robert Blattberg 12-31-93 Director Fees Five annual 2003 Robert Blattberg 06-19-94 Director Fees Lump Sum 01-01-03 J.R. Hyde, III 11-07-91 Director Fees Lump Sum upon Retirement J.R. Hyde, III 06-08-92 Director Fees 10 Annual at age 65 J.R. Hyde, III 12-31-92 Director Fees 10 Annual at age 65 J.R. Hyde, III 12-31-93 Director Fees 10 Annual at age 65 J.R. Hyde, III 06-94 Director Fees 10 Annual at age 65 Richard E. Ray 10-31-91 Director Fees Lump Sum upon Retirement Richard E. Ray 06-09-92 Director Fees 2 Semi-Annual 05-96 Richard E. Ray 12-16-92 Director Fees Lump Sum 05-01-96 Richard E. Ray 12-10-93 Director Fees Lump Sum 05-01-96 Richard E. Ray 06-17-94 Director Fees Lump Sum 05-01-96 Michael D. Rose 04-16-84 Director Fees Company's Discretion Michael D. Rose 12-10-92 Director Fees Lump Sum 01-01-98 Michael D. Rose 12-21-93 Director Fees Lump Sum 01-01-98 Michael D. Rose 06-16-94 Director Fees 5 Annual 01-01-00 William Sansom 12-21-93 Director Fees 4 Annual 2002 William Sansom 06-24-94 Director Fees 4 Annual 2002 Ronald Terry 01-01-82 1982 Bonus Company's Discretion
2 Ronald Terry 12-31-82 1983 Bonus Company's Discretion Ronald Terry 12-30-83 1984 Bonus Company's Discretion Ronald Terry 12-31-94 1995 Bonus 10 Annual 03-96
(1) Terms column lists (1) the number of payments, (2) whether semiannually, annually or lump sum, and (3) payment commencement date. All agreements dated prior to 1991 provide that interest shall accrue at the Corporation's annual cost of money, as determined by the Corporation. All other agreements accrue interest at a rate based on 10-year U.S. Treasury securities. EX-11 4 FTNC PRIMARY EARNINGS PER SHARE 1 EXHIBIT 11 FIRST TENNESSEE NATIONAL CORPORATION PRIMARY EARNINGS PER SHARE AND FULLY DILUTED EARNINGS PER SHARE
Twelve Months Ended December 31 -------------------------------------------- Computation for Statements of Income: 1994 1993 1992 -------------------------------------------------------------------------------------------------- Per statements of income (Thousands): Net income $ 146,349 $ 106,082 $ 90,421 ================================================================================================== Per statements of income: Weighted average shares outstanding 32,114,076 32,031,123 30,219,758 ================================================================================================== Primary earnings per share (a): Net income $ 4.56 $ 3.31 $ 2.99 ================================================================================================== Additional Primary computation ------------------------------------------- Adjustment to weighted average shares outstanding: Weighted average shares outstanding per primary computation above 32,114,076 32,031,123 30,219,758 Add dilutive effect of outstanding options (as determined by the application of the treasury stock method) 497,477 503,103 530,044 -------------------------------------------------------------------------------------------------- Weighted average shares outstanding, as adjusted 32,611,553 32,534,226 30,749,802 ================================================================================================== Primary earnings per share, as adjusted (b): Net income $ 4.49 $ 3.26 $ 2.94 ================================================================================================== Additional Fully Diluted Computation ------------------------------------------- Adjustment to weighted average share outstanding: Weighted average shares outstanding per primary computation above 32,611,553 32,534,226 30,749,802 Additional dilutive effect of outstanding options (as determined by the application of the treasury stock method) 12,628 11,970 36,751 -------------------------------------------------------------------------------------------------- Weighted average shares outstanding, as adjusted 32,624,181 32,546,196 30,786,553 ================================================================================================== Fully diluted earnings per share, as adjusted (b): Net income $ 4.49 $ 3.26 $ 2.94 ==================================================================================================
(a) These figures agree with the related amounts in the statements of income. (b) This calculation is submitted in accordance with Securities Exchange Act of 1934 Release No. 9083 although not required by footnote 2 paragraph 14 of APB Opinion No. 15 because it results in dilution of less than 3%. EX-13 5 PORTIONS OF 1994 ANNUAL REPORT TO SHAREHOLDERS 1 EXHIBIT 13 MANAGEMENT'S DISCUSSION AND ANALYSIS This financial review should be read with the consolidated financial statements and accompanying notes presented on pages 28 through 48 and other information presented on pages 6 through 10. A glossary is included on pages 26 through 27 to assist with terminology. OVERVIEW OF OPERATIONS -------------------------------------------------------------------------------- EARNINGS PERFORMANCE --------------------------------------------------------------------------------
1994 1993 1992 -------------------------------------------------------------------------------- Net income (millions) $146.3 $106.1 $ 90.4 Net income per share $ 4.56 $ 3.31 $ 2.99 Return on average equity 20.04% 16.07% 14.98% Return on average assets 1.45% 1.11% 1.05% --------------------------------------------------------------------------------
Earnings for 1994 reflect the fourth consecutive year of record earnings. Factors contributing to the 1994 earnings increase and performance improvement include a lower loan loss provision due to improved credit quality, double-digit commercial and consumer loan growth, and an expansion in fee-based businesses. The positive impact during 1994 was somewhat reduced by increased noninterest expenses related to this expansion. Net income in years prior to 1994 has been impacted by the effect of acquisitions accounted for as poolings of interests. These acquisitions in 1994 included: SNMC Management Corporation (SNMC), parent company of Sunbelt National Mortgage Corporation (Sunbelt Mortgage); Highland Capital Management Corp.; Cleveland Bank and Trust Company; and Planters Bank. Maryland National Mortgage Corporation, renamed MNC Mortgage Corporation (MNC Mortgage) in 1994, was acquired on October 1, 1993, and was accounted for as a purchase. Therefore, the consolidated statements do not reflect the results of MNC Mortgage's operations prior to October 1, 1993. For additional information related to acquisitions see Note 2 - Business Combinations. The graphs on this page show the originally reported information (i.e., the performance ratios as originally presented in that year's annual report) compared to the same information as restated to reflect poolings of interests. The difference in earnings per share for 1993 between the reported $4.26 and the restated $3.31 was 95 cents. Of this amount, 80 cents was primarily due to Sunbelt's 1993 business plan of retaining servicing to increase future fee income rather than selling servicing to cover origination expenses and the shares issued as part of the transaction. The remaining 15 cents difference is attributable to the banks and investment advisor acquired in 1994. For the remainder of this document, the financial position and results of operations of all companies are reflected on a combined basis for transactions accounted for as poolings of interests from the earliest period presented. INCOME STATEMENT ANALYSIS NET INTEREST INCOME Net interest income provided approximately 50 percent of revenue in 1994. Changes in the mix and volume of earning assets and interest-bearing liabilities, their related yields and interest rates, have a major impact on earnings. For purposes of this discussion, net interest income has been adjusted to a fully taxable equivalent basis for certain tax-exempt loans and investments included in earning assets. Earning assets, including loans, have been expressed as averages, net of unearned income. -------------------------------------------------------------------------------- NET INTEREST INCOME AND EARNING ASSETS --------------------------------------------------------------------------------
(Dollars in millions) 1994 1993 1992 -------------------------------------------------------------------------------- Investment securities $2,153.9 $2,921.9 $2,716.2 Loans 6,431.0 5,360.9 4,689.2 Other earning assets 411.1 325.6 419.6 -------------------------------------------------------------------------------- Total earning assets $8,996.0 $8,608.4 $7,825.0 -------------------------------------------------------------------------------- Net interest income $ 385.4 $ 369.7 $ 343.0 Net interest spread 3.62% 3.68% 3.65% Net interest margin 4.28% 4.29% 4.38% --------------------------------------------------------------------------------
2 Earning assets increased 5 percent in 1994, reflecting the improved commercial and consumer loan demand and the acquisition of MNC Mortgage, which were partially funded by a decrease in the investment securities portfolio. Loans in 1994 were 71 percent of earning assets compared to 62 percent and 60 percent in 1993 and 1992, respectively. The growth in earning assets in 1994 was primarily supported by a 6 percent increase in average interest-bearing core deposits. Interest-bearing core deposits continued to be First Tennessee's largest source of funding, providing 60 percent of the required earning asset funding. Net interest income increased 4 percent during 1994 compared to 8 percent in 1993. Growth in both years was primarily due to a higher volume of average earning assets. Net interest margin was 4.28 percent for 1994 which was flat compared with 1993 despite the impact of a 250 basis point increase in interest rates in the national market. The net interest margin for 1993 was 4.29 percent, 9 basis points less than 1992. Conversely, in 1994, the net interest spread declined to 3.62 percent from 3.68 percent in 1993, as interest-bearing liabilities repriced faster than interest-bearing assets. Rising interest rates reduced the impact of the narrowing in the net interest spread by increasing the benefit from interest free funding. Based on First Tennessee's economic assumptions of further interest rate increases in the first half of 1995, coupled with ongoing competitive pressures and loan and deposit growth, spreads may not mirror the levels seen in 1994. Management expects that these factors will contribute to a decline in the net interest margin. Once interest rates stabilize, the net interest margin should begin to improve. Additional discussion can be found in the Interest Rate Risk section. PROVISION FOR LOAN LOSSES The provision for loan losses reflects management's judgment of the risk inherent in the loan portfolio. The allowance for loan losses is increased by the provision for loan losses and recoveries and is decreased by charged-off loans. The evaluation process to determine potential losses includes consideration of the industry, specific conditions of the individual borrower, and the general economic environment. As these factors change, the level of loan loss provision changes. -------------------------------------------------------------------------------- PROVISION FOR LOAN LOSSES --------------------------------------------------------------------------------
(Dollars in millions) 1994 1993 1992 -------------------------------------------------------------------------------- Provision for loan losses $ 16.7 $ 35.7 $44.2 Net charge-offs 17.5 28.8 36.9 Allowance for loan losses 107.0 107.7 99.8 --------------------------------------------------------------------------------
The provision for 1994, the lowest level since 1990, reflects the significant improvement in asset quality. Additional discussion of asset quality can be found under Asset Quality and Credit Risk Management. NONINTEREST INCOME Noninterest income, also called fee income, is a significant source of First Tennessee's revenue, contributing approximately 50 percent in 1994. Total noninterest income increased 16 percent in 1994 compared to a 42 percent increase in 1993. NONINTEREST INCOME --------------------------------------------------------------------------------
(Dollars in millions) 1994 1993 1992 -------------------------------------------------------------------------------- Mortgage banking $118.4 $ 85.7 $ 16.3 Bond division 77.5 91.5 80.3 Deposit transactions and cash management 63.2 57.4 52.9 Bank card 31.4 28.5 26.6 Trust services 28.9 26.5 23.8 All other 49.1 44.4 37.7 -------------------------------------------------------------------------------- Total fee income 368.5 334.0 237.6 Gains/(losses)on securities 20.6 .8 (1.6) -------------------------------------------------------------------------------- Total noninterest income $389.1 $334.8 $236.0 --------------------------------------------------------------------------------
Mortgage banking - Mortgage banking noninterest income consists of loan origination fees, servicing fee income, net gains from the sale of 3 mortgage loans, and gains from the sale of mortgage servicing rights. As interest rates increased during the year, refinancing activity declined resulting in increased pricing competition for originations. The decline in refinancing activity due to the interest rate environment also lengthened the expected life of the servicing portfolio resulting in an increase in the market value of servicing assets. During 1994, mortgage originations totaled $4.3 billion as compared to $4.8 billion during 1993. The mortgage servicing portfolio, which includes servicing for ourselves and others, totaled $11.7 billion at year-end 1994 as compared to $13.1 billion at year-end 1993. The change in the portfolio was created primarily from additions due to originations of $4.3 billion, flow and bulk sales of servicing of $4.2 billion, principal reductions including prepayments of $1.9 billion, and acquired servicing of $.4 billion. Although the servicing portfolio declined in total principal serviced, the estimated market value of the portfolio increased approximately 7 percent in value. Gains recognized from the sale of servicing during 1994 totaled $54.2 million as compared to $13.6 million during 1993. Bond division - Bond division revenues decreased 15 percent in 1994, following a 14 percent increase in 1993 and a 17 percent increase in 1992. The decrease in 1994 primarily resulted from a change in customer investment activities because of changing market conditions, volatile and rising interest rates, and strong loan growth in community banks, one of the principal customer segments of the bond division. The increase in 1993 was a result of increased market penetration, additional products, and the diversification of the customer base. Bond division revenues are obtained primarily from the sale of securities as both principal and agent. Inventory positions are limited to the procurement of securities solely for distribution to customers by the sales staff. Inventory is hedged to protect against movements in interest rates. Going forward, the bond division's revenues should begin to rise once interest rates stabilize and banks begin to experience slower loan growth. Deposit transactions and cash management - The 10 percent growth in 1994 and the 8 percent growth in 1993 reflect increased sales of cash management services, the introduction of new retail deposit products, and increased sales of existing products. Bank card - Bank card income includes both cardholder and merchant processing fees. An increased sales force helped improve the overall volume of merchant card transactions processed as well as the expansion of merchant services in restaurant and hotel chains. Trust services - The 9 percent increase in trust services income was a result of fee growth in the managed segment of the business, including Personal Trust, Employee Benefit Trust, and Investment Management accounts. Total trust assets including custodial accounts were approximately $12.6 billion at the end of 1994 compared to $13.7 billion for the previous year. The decrease in asset values was due to the departure of a few institutional custody accounts and maturing bond issues in the corporate trust area. Net securities gains/losses - Net securities gains during 1994 included $7.5 million of equity securities gains related to the formation of the charitable foundation; $4.4 million of losses resulting from securities being sold in the normal course of business; an $.8 million recovery from investments previously written down; and $16.7 million recognized as venture capital gains. The venture capital subsidiaries realized $.5 million in losses in 1993 and no gain or loss in 1992. Securities gains in 1993 included a $.3 million recovery, and securities losses in 1992 included a markdown of $1.4 million on the investment securities classified as securities held for sale. Excluding venture capital gains and other securities transactions, noninterest income grew 10 percent during 1994 and 41 percent during 1993. The majority of the growth in 1993 was due to acquired mortgage companies. NONINTEREST EXPENSE Noninterest expense, also called operating expense, increased 11 percent during 1994 and 30 percent during 1993. During 1994, a number of nonrecurring expenses were recognized, which included adoption of SFAS No. 112, "Employers' Accounting for Postemployment Benefits," on January 1, 1994. Adoption of this standard increased benefits expense $2.3 million related to prior services rendered and rights vested. In addition, a charitable foundation was established which increased contribution expenses $9.4 million. Finally, acquisitions completed in 1994 resulted in a number of one-time costs which totaled $4.8 million. Excluding the one-time items discussed above and incentive expenses related to the venture capital gains, noninterest operating expense increased 7 percent during 1994. The increase in 1993 includes the impact of the MNC Mortgage and the New South Bancorp acquisitions in the 4 fourth quarter of 1993. These acquisitions added $20.4 million to 1993 expenses. -------------------------------------------------------------------------------- NONINTEREST OPERATING EXPENSE
(Dollars in millions) 1994 1993 1992 -------------------------------------------------------------------------------- Staff expense $294.9 $265.8 $198.9 Operations services 33.2 28.5 24.2 Occupancy 30.0 24.9 23.0 Communications 26.0 21.5 17.0 Equipment 24.6 20.3 17.0 Amortization of intangibles 20.7 30.8 13.7 Deposit insurance premium 16.4 16.0 15.7 Legal and professional fees 12.7 10.9 11.2 All other 87.2 73.2 59.1 -------------------------------------------------------------------------------- Total operating expense $545.7 $491.9 $379.8 --------------------------------------------------------------------------------
The acquisition of mortgage companies contributed 39 percent in 1994 and 82 percent in 1993 of the growth in operating expenses. Specifically, mortgage company acquisitions contributed approximately 68 percent of the 11 percent increase in employee compensation, incentives, and benefits (staff expense) in 1994, and approximately 70 percent of the 34 percent increase in 1993. Staff expense comprised 54 percent of the increase in noninterest expense in 1994 and approximately 60 percent of the increase in 1993. However, excluding the mortgage acquisitions, staff expense grew 4 percent in 1994. Impact of Mortgage Companies on Noninterest Income and Noninterest Expense - The acquisition of the mortgage companies had a significant impact on the comparability of noninterest income and noninterest expenses for the periods presented. MNC Mortgage, as a purchase acquisition, is only included in the statements of operations for the fourth quarter of 1993 and forward. SNMC, as a pooling of interests acquisition, is reflected in all periods presented. However, SNMC began operations in November 1992; therefore, only the results of two months of operations are included in that year. The following table is presented to illustrate the impact of these acquisitions on various noninterest income and noninterest expense line items from year to year. These numbers are not adjusted for the one-time items discussed earlier. -------------------------------------------------------------------------------- IMPACT OF MORTGAGE ACQUISITIONS --------------------------------------------------------------------------------
% Growth including % Growth excluding mortgage acquisitions mortgage acquisitions* -------------------------------------------------------------------------------- 1994 1993 1994 1993 -------------------------------------------------------------------------------- Noninterest Income: Mortgage banking 38% 426% 51% 8% All other 11 18 10 15 Total noninterest income 16 42 10 13 Noninterest Expense: Staff expense 11% 34% 4% 10% Operations services 17 18 17 11 Occupancy 21 8 5 2 Communications 21 27 11 9 Equipment 21 19 13 6 Amortization of intangibles (33) 125 (33) (37) All other 19 20 23 (2) Total noninterest expense 11 30 8 5 -------------------------------------------------------------------------------- *excludes MNC Mortgage and SNMC --------------------------------------------------------------------------------
As shown in the table, in 1994 total noninterest income grew 16 percent with the mortgage acquisitions and 10 percent without the mortgage acquisitions, while total noninterest expense grew 11 percent with mortgage acquisitions and 8 percent without mortgage acquisitions. 5 INCOME TAXES INCOME TAXES --------------------------------------------------------------------------------
1994 1993 1992 -------------------------------------------------------------------------------- Effective tax rates 29.4% 37.8% 38.3% --------------------------------------------------------------------------------
The lower tax rate in 1994 resulted from the elimination of $7.7 million of deferred tax valuation allowance related to Sunbelt Mortgage and $2.9 million related to the establishment of a charitable foundation. Without these items the effective tax rate for 1994 would have been 34.4 percent. For further information see Note 17 - Income Taxes. BALANCE SHEET REVIEW At December 31, 1994, First Tennessee reported $10.5 billion in total assets compared to $10.4 billion and $9.4 billion at the end of 1993 and 1992, respectively. Average assets were $10.1 billion in 1994 compared to $9.6 billion in 1993 and $8.6 billion in 1992. EARNING ASSETS In banking the primary types of earning assets are securities and loans. The earnings from these assets are subject to risks including liquidity, interest rate, and credit risks. The management of these risks will be discussed further in the Asset/Liability Risk Management and Asset Quality and Credit Risk Management sections. Investment Securities - On January 1, 1994, First Tennessee adopted SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities." SFAS No. 115 requires entities to classify debt and equity securities as either held to maturity, available for sale, or trading securities. Held to maturity securities are to be recorded at amortized cost, whereas available for sale securities are to be carried at market value. Upon adoption, First Tennessee classified approximately $1.4 billion of securities as available for sale, resulting in an increase in shareholders' equity of $14.4 million, net of $9.2 million of deferred income taxes. At December 31, 1994, there were $1.2 billion of securities classified as available for sale with an average life of 2.5 years. These securities had approximately $39.4 million of aggregate holding losses that resulted in a decrease in equity of approximately $24.1 million, net of $15.3 million of deferred income taxes. These securities consisted primarily of treasuries; agency collateralized mortgage obligations (CMOs), mortgage-backed securities, and notes; and equities. Management closely monitors forecasted cash flows on its portfolio of mortgage-backed derivative securities, principally Planned Amortization Class CMOs. These cash flows are relatively predictable and satisfy First Tennessee's need for liquidity resulting from changing economic conditions or increases in customer demand for loans. Securities classified as held to maturity are purchased with the intent to hold until maturity. At December 31, 1994, there were $.9 billion of securities classified as held to maturity with an average life of 3.2 years. These securities consisted primarily of agency CMOs, agency mortgage-backed securities, municipal bonds, and treasuries. The held to maturity securities net unrealized loss at December 31, 1994, was $50.0 million. Corporate guidelines call for all securities purchased for the investment portfolio to be rated investment grade by Moody's or Standard & Poor's. Securities backed by the U.S. government and its agencies, both on a direct and indirect basis, represented approximately 95 percent of the investment portfolio at December 31, 1994. All CMOs and other asset-backed securities are AAA rated. For further information see Note 5 - Investment Securities. Loans - Loans grew 20 percent during 1994 and 14 percent during 1993. For purposes of this discussion, loans have been expressed as averages, net of unearned income. Growth has occurred in all of the loan categories for the last two years except for permanent mortgages in 1993, as shown in the Loans table below. Additional loan information is provided in Note 6 - Loans. 6 LOANS --------------------------------------------------------------------------------
(Dollars in millions) 1994 1993 1992 -------------------------------------------------------------------------------- Commercial $2,684.0 $2,358.0 $2,256.9 Consumer 2,055.9 1,505.5 1,212.3 Credit card receivables 432.7 396.5 388.1 Real estate construction 117.3 82.0 58.9 Permanent mortgage 539.3 511.5 627.7 Mortgage warehouse 583.3 480.0 106.7 Nonaccrual 18.5 27.4 38.6 -------------------------------------------------------------------------------- Total $6,431.0 $5,360.9 $4,689.2 --------------------------------------------------------------------------------
Commercial loans, the single largest loan category, increased 14 percent and represented 42 percent of total loans in 1994. This compares to a 4 percent increase and 44 percent of total loans in 1993. The increase in commercial loans reflects increased, targeted marketing efforts and economic growth experienced in Tennessee. The consumer loan portfolio consists of real estate, automobile, student, and other consumer installment loans that require periodic payments of principal and interest. The consumer loan portfolio increased 37 percent and represented 32 percent of loans in 1994, compared to a 24 percent increase and 28 percent of loans in 1993. The significant increase during 1994 was consistent with management's goal of increasing the consumer loan portfolio as a percentage of total loans. Real estate loans, principally secured by first and second liens on residential property, contributed significantly to the increase in the consumer loan portfolio in 1994. Credit card balances grew 9 percent in 1994 compared to 2 percent in 1993. The improvement in 1994 was a result of increased consumer confidence and selective promotional campaigns. The real estate construction loan portfolio increased 43 percent in 1994 and 39 percent in 1993, reflecting growth in the economy and an increase in the development of new and existing properties. However, these loans only comprised approximately 2 percent of total loans for both periods. The permanent mortgage loan portfolio increased 5 percent in 1994 reflecting higher originations and management's decision to retain a larger portion of mortgages. This compares to a 19 percent decrease in 1993. The decline in 1993 was related to a high number of mortgages prepaying as interest rates declined. Mortgage warehouse loans, which are loans awaiting securitization, increased 22 percent in 1994 due to the purchase acquisition of MNC Mortgage; this portfolio more than quadrupled between 1993 and 1992 as a result of the mortgage expansion strategy. DEPOSITS DEPOSITS --------------------------------------------------------------------------------
(Dollars in millions) 1994 1993 1992 -------------------------------------------------------------------------------- Interest-bearing core deposits $5,362.8 $5,077.3 $5,072.6 Demand deposits 1,713.0 1,508.7 1,297.5 -------------------------------------------------------------------------------- Total core deposits $7,075.8 $6,586.0 $6,370.1 CDs $100,000+ 437.3 398.2 452.7 -------------------------------------------------------------------------------- Total deposits $7,513.1 $6,984.2 $6,822.8 --------------------------------------------------------------------------------
Total core deposits include demand deposits, checking interest, regular savings, money market accounts, and certificates of deposit less than $100,000 (CDs). First Tennessee is the leading banking organization in Tennessee in total deposits and is the first in market share in total deposits in three of the five major metropolitan statistical areas across the state. Interest-bearing core deposits grew 6 percent in 1994, following minimal growth in 1993. The growth in 1994 reflected the benefit of new products, promotional campaigns, mortgage banking related activity, and higher interest rates attracting customers to these investment vehicles. Conversely, the small growth in 1993 was a result of low interest rates during this period influencing customers to look elsewhere for higher yielding investment alternatives. Noninterest-bearing demand deposits are comprised of individual and business accounts including correspondent banks and other check clearing customers. Demand deposits represented approximately 23 percent of 7 total deposits in 1994 and 22 percent in 1993. The $204 million increase in the level of demand deposits in 1994 reflected an increase of larger balances in many existing commercial accounts which were required to offset the impact of lower earnings credit rates, and accounts related to the mortgage company acquisitions. Certificates of deposit of more than $100,000 increased 10 percent during 1994 compared to a 12 percent decrease in 1993, reflecting customer investment choices as interest rates decreased in 1993 and rose in 1994. CAPITAL CAPITAL --------------------------------------------------------------------------------
Internal (Dollars in millions) 1994 1993 1992 Policy -------------------------------------------------------------------------------- Shareholders' equity $730.3 $660.3 $603.5 Equity/assets ratio 7.21% 6.88% 7.02% 6.75-7.5% Equity/net loans 11.55 12.57 13.15 10.5% min Tangible equity/ tangible assets 5.68 5.62 6.23 5.0% min Book value per share $23.51 $21.65 $19.72 Closing stock price 40.75 38.50 36.75 --------------------------------------------------------------------------------
Average shareholders' equity increased 11 percent in 1994 and 9 percent in 1993. The primary source of growth in shareholders' equity during 1994 was the retention of net income. The Consolidated Statements of Shareholders' Equity highlight the detailed changes in equity during 1994. Capital adequacy refers to the level of capital required to sustain asset growth over time and to absorb losses. Management's objectives are to maintain a level of capitalization that is sufficient to take advantage of profitable growth opportunities and to promote depositor and investor confidence. The capital levels are a result of First Tennessee's capital policy which establishes guidelines based on industry standards, regulatory requirements, perceived risk of the various businesses, and future growth opportunities. Periodically, the policy is re-evaluated and presented to the board of directors to ensure it continues to support corporate objectives, the regulatory environment, and changes in market conditions. Federal regulators have adopted a capital-based supervisory system for all insured financial institutions. Should a financial institution's capital ratios decline below predetermined levels, it would become subject to a series of increasingly restrictive regulatory actions. The system categorizes a financial institution's capital position into one of five categories ranging from well capitalized to critically undercapitalized. For an institution to qualify as well capitalized, Tier 1 capital, Total capital, and leverage capital ratios must be at least 6 percent, 10 percent, and 5 percent, respectively. On December 31, 1994, all of First Tennessee's bank subsidiaries had sufficient capital to qualify as well-capitalized institutions. ASSET/LIABILITY RISK MANAGEMENT INTEREST RATE RISK Managing interest rate risk is fundamental to banking. Banking institutions manage the inherently different maturity and repricing characteristics of the lending and deposit-taking lines of business to achieve a desired interest rate sensitivity position and to limit their exposure to interest rate risk. First Tennessee manages its balance sheet to achieve maximum shareholder value within the constraints of its interest rate risk discipline, the maintenance of high credit quality, and sound leverage and liquidity positions. Management's Asset/Liability Committee (ALCO), an executive-level management committee, meets regularly to review both the interest rate sensitivity and liquidity positions of First Tennessee. The primary objective of interest rate sensitivity management is to maintain net interest income growth while reducing exposure to the risks inherent in interest rate movements. Measurement of Interest Rate Sensitivity Risk - One measure of interest rate risk is the gap report, which details the repricing differences for assets and liabilities for given periods. At December 31, 1994, the balance sheet was modestly rate sensitive by $125.0 million more liabilities than assets repricing within one year. At 1.4 percent of earnings assets, this position was within management guideline limits which are 5 percent of earning assets. A liability sensitive gap indicates that over the course of a year an upward movement in rates will negatively impact net interest margin since liabilities will reprice faster than assets. The gap report has some 8 limitations, including the fact that it is a static (i.e., point-in-time) measurement; it does not capture basis risk; and it does not capture risk that varies non-proportionally with rate movements. Because of the limitations of gap reports, First Tennessee uses a simulation model as its primary method of measuring interest rate risk. The simulation model, because of its dynamic nature, forecasts the effects of future balance sheet trends, changing slopes of the yield curve, different patterns of rate movements, and changing relationships between rates. The results of the simulation analysis are used by management to evaluate possible corrective actions to reduce any negative impact to net interest margin. The traditional investment portfolio and off-balance sheet instruments are used interchangeably to alter the rate sensitive position of a banking institution. This is accomplished by holding fixed-rate debt instruments in the securities portfolio and/or by holding off-balance sheet derivative instruments. During the fourth quarter of 1993 and beginning of 1994, First Tennessee lengthened the maturity of prime rate loans and thus restructured the asset sensitive position created from the mortgage company acquisitions by executing index amortizing swaps. With these swaps, First Tennessee receives a fixed interest rate and pays a floating rate applied to an amortizing notional principal amount. The notional total of the index amortizing swaps held by First Tennessee is $550 million. Approximately 54 percent of these have a final maturity in the fourth quarter of 1996 and the remainder have a final maturity in 1997 with the opportunity for $100 million of these to be called in 1995. As of December 31, 1994, these swaps had a depreciated market value of $33.3 million. At December 31, 1994, First Tennessee also had a $1 billion swap (basis swap) on which the fed funds rate, limited to an increase of 25 basis points each quarter (the cap), is received, and on which the prime rate less a fixed spread is paid. This swap was executed in May of 1993 and matures in May 1996, and was intended to alter the relationship between the rate on money market accounts and the national prime rate in expectation of a narrowing between prime and short-term market rates. Since the spread between the prime rate and fed funds rate has not narrowed as expected, and since the increase in the funds received has been limited by the cap, this swap had a depreciated market value of $35.3 million at December 31, 1994. Subsequent to year end, half of this swap was terminated in order to restructure the rate sensitivity position and limit a portion of the loss going forward in a rising rate scenario. See Subsequent Events section for additional information. Although these off-balance sheet instruments currently have negative market values, the offsetting balance sheet position (cash positions) matched against these swaps have positive value and positive impact on net interest income. The value of checking and savings accounts increased in 1994 as market rates increased. In addition, the historically wide spread between prime rate loans and money market rates has also continued, generating additional interest income and reducing the unfavorable impact of the basis swap. Together, these cash positions partially mitigate the negative off-balance sheet impact. Faster economic growth has stimulated additional loan volume further reducing the unfavorable impact of higher interest rates on these instruments. Going forward, the market value of the swaps, will fluctuate depending on the remaining maturity of the swap and the market's expectations regarding the future movements in interest rates. The mortgage banking companies use forwards and options to hedge interest rates between the time the mortgage loan is committed to the customer and the time it is funded and securitized. For additional information, see Note 1 - Summary of Significant Accounting Policy and Note 20 - Off-Balance Sheet Financial Instruments. LIQUIDITY MANAGEMENT Liquidity management involves planning to meet anticipated funding needs at a reasonable cost, as well as contingency plans to meet unanticipated funding needs or a loss of funding sources. Liquidity management is governed by policies formulated and monitored by ALCO, which take into account the marketability of assets, the sources and stability of funding, and the level of unfunded commitments. Long-term liquidity needs are provided by a large core deposit base, which is the most stable source of liquidity a bank can have due to the long-term relationship with depositors and the deposit insurance provided by the FDIC. In 1994, 70 percent of total assets were funded by core deposits while 20 percent were funded with short-term purchased funds, compared to 69 percent and 21 percent, respectively, in 1993. Parent company liquidity is maintained by cash flows stemming from dividends and interest payments collected from subsidiaries, which represent the primary source of funds to pay dividends to shareholders and interest payments to bondholders. The amount of dividends from bank 9 subsidiaries is subject to certain regulatory restrictions as detailed in Note 15 - Restriction on Dividends and Intercompany Transactions. At December 31, 1994, $242.2 million in dividends could have been paid to the parent by its subsidiary banks without regulatory approval. The parent company statements are presented in Note 22 - Condensed Financial Information. The parent company also has the ability to enhance its liquidity position by raising equity or incurring debt. Under an effective shelf registration statement on file with the Securities and Exchange Commission, First Tennessee, as of December 31, 1994, may offer from time to time, at its discretion, debt securities and common and preferred stock up to $300 million. Maintaining adequate credit ratings on debt issues is critical to liquidity because it affects the ability of First Tennessee to attract funds from various sources on a cost competitive basis. The various credit ratings are detailed below. CREDIT RATINGS AT 31, 1994 --------------------------------------------------------------------------------
-------------------------------------------------------------------------------- Standard Thomson Moody's & Poor's Bankwatch Fitch -------------------------------------------------------------------------------- First Tennessee: Overall credit rating B Senior sinking fund debentures A Subordinated capital notes Baa1 BBB+ Commercial paper TBW-1 FTBNA: Short-term/Long-term deposits P-1/A1 A-1/A TBW-1 Counterparty credit rating A1 A --------------------------------------------------------------------------------
COUNTERPARTY CREDIT RISK MANAGEMENT Counterparty credit risk management includes First Tennessee's exposure to other financial institutions. These risks arise from the extension of direct credit or from agreements that potentially require some exchange of cash or securities in the future. As a financial intermediary, First Tennessee continuously has exposure to these types of transactions. In order to limit its concentration to any individual financial institution, First Tennessee's ALCO, in conjunction with the chief credit officer and senior credit officers, has a corporate-wide process to monitor, manage, and limit the risk to financial counterparties established pursuant to an ALCO policy which has been approved by the board of directors. As of December 31, 1994, all limits established for counterparties, including off-balance sheet transactions, were within policy. ASSET QUALITY AND CREDIT RISK MANAGEMENT First Tennessee manages asset quality and credit risk by maintaining diversification in its loan portfolio and through adherence to its credit policy. First Tennessee strives to identify loans experiencing difficulty early enough to correct the problems, to recognize nonperforming loans in a timely manner, to record charge-offs promptly based on realistic assessments of current collateral values and the borrower's ability to repay, and to maintain adequate reserves to cover inherent losses in the loan portfolio. First Tennessee's goal is not to avoid risk, but to manage it. Barring any major changes in the economy, asset quality is expected to remain stable in 1995 based on the current mix in the commercial and consumer loan portfolio. As this mix changes, asset quality performance ratios will change. CREDIT POLICY Management believes the objective of a sound credit policy is to extend quality loans to customers while controlling risk affecting shareholders and depositors. The executive committee of the board of directors approves all credit policies, reviews underwriting guidelines, and maintains a review process to monitor asset quality and compliance. COMMERCIAL LENDING First Tennessee manages credit risk in the commercial loan portfolio through the approval process, by monitoring the quality of loans after they have been made, and through management of concentrations in the portfolio. The objective of First Tennessee's credit process is to make approval of straighforward credits relatively simple, but to increase the degree of involvement by experienced and independent credit officers as the credit risk becomes more complex. To assess the quality of individual commercial loans, lenders assign an internal credit rating, ranging from A to F, to assist in the credit risk management of these loans. The credit rating is based on the lender's assessment of the financial condition of the borrower and 10 collateral on the loan, and is monitored and revised by the lender to accurately reflect the quality of the loan. The majority of commercial loan customers at First Tennessee are small businesses and middle market companies, and are graded C at inception. A commercial loan review staff, independent of the lending functions, is engaged in the continuous process of examining the loan portfolio to ensure that the loans are properly graded. The loan review staff also reviews collateral values and compliance with bank policy and underwriting guidelines. Due to increased business activity and generally improving economic conditions throughout 1994, loans graded C and above, expressed as a percentage of total graded loans, improved to 95 percent at December 31, 1994. The Loans and Foreclosed Real Estate table gives a breakdown of the commercial loan portfolio by grades and major loan types at December 31, 1994, compared to the same period in 1993. First Tennessee maintains an internal list of loans known as the Watch List. The Watch List includes performing loans and lending commitments that have been identified by management as requiring a closer level of monitoring and active management, but that have not yet been classified as potential problem loans. The Watch List slightly improved to approximately $105 million at December 31, 1994. Industry concentrations are a measure of the diversification of the commercial loan portfolio. Diversification is an important means of reducing the investment risk associated with fluctuations in economic conditions. At December 31, 1994, First Tennessee had no concentrations of 10 percent or more of total loans in any single industry. COMMERCIAL REAL ESTATE AND CONSTRUCTION AND DEVELOPMENT Construction and development lending involves the extension of credit to build or otherwise develop real estate properties which are later sold, operated for income-producing purposes, or occupied by the owner for other business reasons. Construction and development loans are moved to the commercial real estate loan category when the construction is completed. All commercial real estate loans, including construction and development, are assigned a risk grade and are assigned to one of two risk of loss categories. The higher risk of loss category contains loans where the primary source of repayment comes from either the sale of the real estate property or cash flow from the project, and a substantial secondary source of repayment is not available. Consequently, the risk potential for loss on these loans is subject to the fluctuations in the market value of the real estate collateral. For this reason, more stringent underwriting standards, including equity requirements and loan to value ratios, debt service coverage ratios, capitalization rates, discount rates, and hold periods are applied to these loans. The other risk of loss category contains loans which have a substantial secondary source in addition to having real estate as the primary source of repayment. These loans are generally considered to have less risk of loss due to the additional source of repayment. Commercial real estate loans at December 31, 1994 and 1993,were $536.2 million and $527.1 million, respectively. Construction and development loans increased to $138.7 million at the end of 1994 from $78.8 million at December 31, 1993, as additional funding for new and existing construction projects increased. Maintaining a diverse commercial real estate portfolio by project type is another important way commercial real estate lending risk is managed. The FTBNA Loans Secured by Real Estate table reflects the diversity in real estate by project type. CONSUMER LENDING First Tennessee manages credit risk in consumer loans through standardized products and uniform underwriting guidelines. Underwriting guidelines are developed and monitored centrally for loan maturities, collateral, and credit qualifications including credit scores, bankruptcy scores, and debt to income levels. The application and approval processes are managed through an enhanced computer system which informs the lender if the loan does or does not meet the credit standard established for that type of loan. Loans which do not meet the standards are denied and/or moved to a higher level of lending authority. This level has the ability to make exceptions, which are monitored by management. A consumer loan review staff, independent of the lending function, reviews the loan decisions for compliance with bank policy and underwriting guidelines. Collections and loan operations provide controls to minimize risk in the consumer portfolio. Collections is primarily centralized to capitalize on the collection specialization and economies of scale as well as consistent application of collection procedures. The collection process is automated to ensure timely collection of accounts and consistent management of risk associated with delinquent accounts. Loan 11 operations is primarily centralized, provides an independent document review, and notifies the loan officer of any document exception. ALLOWANCE FOR LOAN LOSSES AND NET CHARGE-OFFS Management's policy is to maintain the allowance for loan losses at a level sufficient to absorb all estimated losses inherent in the loan portfolio. The allowance amount consists of two principal components: amounts specifically provided for loans reviewed on an individual or pool basis and a general portion designed to supplement the specific allocations. The Loans and Foreclosed Real Estate table shows the allowance allocations by internal grades for the commercial loan portfolio and by loan type for those loans not graded for periods ended December 31, 1994 and 1993. The total allowance for loan losses for 1994 was relatively flat from the 1993 level. The ratio of allowance for loan losses to loans, net of unearned income, declined in 1994 compared with 1993. Excluding mortgage warehouse loans, this ratio would have been 1.69 percent and 1.98 percent in 1994 and 1993, respectively. NET CHARGE-OFFS AS A PERCENT OF AVERAGE LOANS --------------------------------------------------------------------------------
NET OF UNEARNED INCOME 1994 1993 -------------------------------------------------------------------------------- Commercial and commercial real estate .05% .49% Consumer .22 .35 Credit card receivables 2.49 2.80 Permanent mortgage .11 .06 --------------------------------------------------------------------------------
Net charge-offs decreased 39 percent in 1994 and 22 percent in 1993. Net charge-offs to average loans, net of unearned income, improved in 1994 due to the continued improvement in asset quality. See Analysis of Allowance for Loan Losses table for additional information. Each lending product category in the loan portfolio has, as a normal course of business, an expected level of net charge-offs based on the profit margin of that product. In management's opinion, net charge-offs in 1995 will be higher than 1994, but there will be no significant deterioration in the expected level of net charge-offs as a percentage of the total loans in each lending product category, provided the economy continues to grow. As the product mix changes, the absolute level of net charge-offs and the percent to total loans may fluctuate. NONPERFORMING ASSETS Nonperforming assets, consisting of nonaccrual and restructured loans, foreclosed real estate and other assets, decreased 38 percent during 1994, and increased 7 percent during 1993 due to $22.8 million of nonperforming assets added from MNC Mortgage. The improvement in nonperforming assets during the last three years was due to significantly reduced levels of new nonperformers as a result of an improving economic environment and management's efforts to identify deteriorating assets early enough in the cycle to ensure prompt action toward resolution. Nonperforming loans are those loans where, in the opinion of management, the full collection of principal or interest is unlikely. Nonperforming loans decreased 37 percent during 1994 and 12 percent during 1993. Foreclosed properties are obtained when First Tennessee actually forecloses on real property or when a title is obtained to the collateral supporting certain loans in full or partial satisfaction of a debt. At December 31, 1994, foreclosed properties amounted to $18.0 million, a decrease of 43 percent from the $31.7 million of foreclosed properties reported in 1993. When the supporting collateral of a loan is placed in the foreclosed real estate category, it is transferred at the lower of either the recorded investment in the loan or the estimated net realizable value based upon recent appraisals. The difference between the book value of the loan and the estimated net realizable value of the collateral is charged against the allowance for loan losses. The amount of foreclosed commercial real estate at December 31, 1994, valued at 50 percent of original loan amounts, is not expected to decline significantly during 1995. See Changes in Nonperforming Assets table below. In management's opinion, nonperforming assets as a percent of total loans is expected to remain flat or increase slightly in 1995, provided the economy continues to grow. Similar to the level of net charge-offs experienced over a period of time, there is a core amount of nonperforming assets which are related to normal lending activities. Changes in the level of total loans, the mix of the loan portfolio, and 12 economic conditions will primarily determine the future levels of nonperforming assets. CHANGES IN NONPERFORMING ASSETS --------------------------------------------------------------------------------
(Dollars in millions) 1994 1993 1992 -------------------------------------------------------------------------------- Beginning balance $59.5 $55.8 $84.0 New nonperformers 18.0 22.4 32.3 Acquisitions ---- 24.2 ---- Return to accrual (2.0) (3.4) (.5) Payments (33.5) (26.2) (39.9) Charge-offs (5.3) (13.2) (17.8) Market writedowns ---- (.1) (2.3) -------------------------------------------------------------------------------- Ending balance $36.7 $59.5 $55.8 --------------------------------------------------------------------------------
PAST DUE LOANS AND POTENTIAL PROBLEM ASSETS Past due loans are loans that are 90 days or more past due as to principal or interest but have not been placed on nonaccrual status. First Tennessee continues accruing interest on these loans if they are currently in the process of collection and are well-secured. Past due loans were $22.3 million at December 31, 1994, a $2.1 million decrease from the $24.4 million at year-end 1993. Potential problem assets, which are not included in nonperforming assets, increased to $76.3 million at December 31, 1994, from the prior year's level and remained at approximately 1 percent of total loans. 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 Office of the Comptroller of the Currency for assets classified substandard and doubtful. SUBSEQUENT EVENTS Significant First Quarter Events Subsequent to December 31, 1994, First Tennessee terminated $500 million of the basis swap discussed in the Interest Rate Risk section. The termination reflects a decision to modify balance sheet management strategies, as a result of a change in First Tennessee's overall interest rate risk tolerance. The termination cost of the swap was $16.5 million, and was deferred and will be amortized over the remaining 16 months of the swap. Deposit Insurance Premium Proposal On January 31, the Federal Deposit Insurance Corporation proposed an 83 percent reduction in the deposit premium rates banks pay. They also announced plans to widen the range of premiums which is now 23 cents to 31 cents per $100 of deposits to between 4 cents and 31 cents. The comment period on this proposal will end April 17. A decrease in premiums would be beneficial to First Tennessee and its deposit customers. Originated Mortgage Servicing Rights Proposal The Financial Accounting Standards Board (FASB) has proposed a change to Rule 65 (SFAS 65) to make originated and purchased mortgage servicing rights equal in the eyes of the accounting profession. Previously, if a company bought servicing rights, the rights appeared on the books as an asset. But if the rights were acquired in making a loan, they did not appear on the books. Based on the last proposal, it is the opinion of management that this change will have a positive impact on First Tennessee's mortgage banking operations. SFAS No. 114 - "Accounting by Creditors for Impairment of a Loan" In May 1993, the FASB issued SFAS No. 114. It requires that impaired loans that are within the scope of this statement be measured based on the present value of expected future cash flows, discounted at the loan's effective interest rate; at the loan's observable market price; or the fair value of the collateral, if the loan is collateral dependent. SFAS No. 114 is effective for fiscal years beginning after December 15, 1994, with earlier adoption permitted. First Tennessee adopted SFAS No. 114 on January 1, 1995, with no material impact. 13 ANALYSIS OF CHANGES IN NET INTEREST INCOME
1994 Compared to 1993 1993 Compared to 1992 Increase (Decrease) Due to* Increase (Decrease) Due to* (Fully taxable equivalent) ------------------------------------- ------------------------------------- (Dollars in thousands) Rate** Volume** Total Rate** Volume** Total --------------------------------------------------------------------------------------------------------------------------------- Interest income - FTE: Loans: Commercial $ 6,728 $ 24,584 $ 31,312 $(11,131) $ 7,470 $ (3,661) Consumer (6,285) 44,201 37,916 (11,448) 25,079 13,631 Mortgage warehouse loans held for sale 457 7,472 7,929 (1,762) 26,886 25,124 Permanent mortgage (4,274) 2,322 (1,952) (2,874) (10,298) (13,172) Credit card receivables 736 4,719 5,455 (3,192) 1,097 (2,095) Real estate construction 697 3,379 4,076 (819) 2,119 1,300 Nonaccrual 353 (581) (228) 729 (456) 273 --------------------------------------------- -------- -------- Total loans (2,367) 86,875 84,508 (34,304) 55,704 21,400 --------------------------------------------- -------- -------- Investment securities: U.S. Treasury and other U.S. government agencies (1,077) (36,048) (37,125) (22,063) 28,471 6,408 States and municipalities (571) (2,526) (3,097) (274) (1,785) (2,059) Other (1,814) (7,861) (9,675) (2,337) (15,570) (17,907) --------------------------------------------- -------- -------- Total investment securities (3,366) (46,531) (49,897) (27,298) 13,740 (13,558) --------------------------------------------- -------- -------- Other earning assets: Investment in bank time deposits 1 43 44 (659) (1,630) (2,289) Federal funds sold and securities purchased under agreements to resell 2,342 1,837 4,179 (791) (2,198) (2,989) Trading securities inventory 1,836 1,596 3,432 (2,316) 1,339 (977) --------------------------------------------- -------- -------- Total other earning assets 3,658 3,997 7,655 (2,139) (4,116) (6,255) --------------------------------------------- -------- -------- Total earning assets 13,434 28,832 42,266 (57,435) 59,022 1,587 --------------------------------------------------------------------------------------------------------------------------------- Total Interest income $ 42,266 $ 1,587 --------------------------------------------------------------------------------------------------------------------------------- Interest expense: Interest-bearing deposits: Checking/Interest $ (978) $ (455) $ (1,433) $ (3,236) $ 1,275 $ (1,961) Savings (4,746) 2,752 (1,994) (3,660) 1,327 (2,333) Money market account 10,109 2,748 12,857 (11,289) 2,575 (8,714) Certificates of deposit under $100,000 and other time (713) 4,426 3,713 (19,739) (9,439) (29,178) Certificates of deposit $100,000 and more 1,901 1,574 3,475 (1,682) (2,201) (3,883) --------------------------------------------- -------- -------- Total interest-bearing deposits 4,735 11,883 16,618 (43,869) (2,200) (46,069) Federal funds purchased and securities sold under agreements to repurchase 10,757 584 11,341 (3,066) 9,666 6,600 Commercial paper and othershort-term borrowings 2,243 (3,384) (1,141) (3,272) 19,151 15,879 Long-term debt 317 (565) (248) 1,444 (2,998) (1,554) --------------------------------------------- -------- -------- Total interest-bearing liabilities 16,580 9,990 26,570 (52,023) 26,879 (25,144) --------------------------------------------------------------------------------------------------------------------------------- Total interest expense $ 26,570 $(25,144) --------------------------------------------------------------------------------------------------------------------------------- Net interest income $ 15,696 $ 26,731 --------------------------------------------------------------------------------------------------------------------------------- * 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. ** Variances are computed on a line-by-line basis and are non-additive.
14 ANALYSIS OF NONINTEREST INCOME AND NONINTEREST EXPENSE
Growth rates (%) ---------------- (Dollars in thousands) 1994 1993 1992 1991 1990 1989 94/93 94/89 ------------------------------------------------------------------------------------------------------------------------------------ Noninterest income: Mortgage banking $118,442 $ 85,640 $ 16,290 $ 8,246 $ 7,725 $ 6,059 38.3 + 81.2 + Bond division 77,478 91,525 80,275 68,628 41,704 31,769 15.3 - 19.5 + Deposit transactions and cash management 63,198 57,420 52,946 45,253 39,254 36,586 10.1 + 11.6 + Bank card 31,401 28,467 26,556 25,834 22,299 20,496 10.3 + 8.9 + Trust services 28,933 26,532 23,819 20,996 17,994 16,587 9.0 + 11.8 + Equity securities gains/(losses) 24,251 (479) 342 (713) (1,039) 2,326 5,162.8 + 59.8 + Investment securities gains/(losses) (3,610) 1,284 (1,918) (757) (940) (191) 381.2 - 80.0 - All other: Check clearing fees 16,125 14,569 12,956 8,879 8,610 9,251 10.7 + 11.8 + Other service charges 7,221 9,296 6,942 5,539 4,936 5,331 22.3 - 6.3 + Other 25,731 20,553 17,834 13,092 18,481 18,004 25.2 + 7.4 + -------------------------------------------------------------------------------------------------------------- Total other income 49,077 44,418 37,732 27,510 32,027 32,586 10.5 + 8.5 + -------------------------------------------------------------------------------------------------------------- Total noninterest income $389,170 $334,807 $236,042 $194,997 $159,024 $146,218 16.2 + 21.6 + -------------------------------------------------------------------------------------------------------------- Noninterest expense: Employee compensation, incentives, and benefits $294,884 $265,851 $198,907 $168,251 $144,339 $143,949 10.9 + 15.4 + Operations services 33,201 28,482 24,181 21,809 18,437 3,822 16.6 + 54.1 + Occupancy 30,000 24,863 23,047 20,413 18,579 18,365 20.7 + 10.3 + Communications and courier 25,999 21,544 17,000 15,894 13,847 15,144 20.7 + 11.4 + Equipment rentals, depreciation, and maintenance 24,600 20,264 17,015 13,606 12,516 22,477 21.4 + 1.8 + Amortization of intangible assets 20,680 30,811 13,666 8,911 7,932 7,027 32.9 - 24.1 + Deposit insurance premium 16,419 16,014 15,678 12,846 7,133 5,064 2.5 + 26.5 + All other: Legal and professional fees 12,665 10,883 11,228 7,944 6,159 6,414 16.4 + 14.6 + Supplies 9,763 8,969 5,992 5,382 5,379 6,490 8.9 + 8.5 + Advertising and public relations 9,635 7,335 5,852 4,693 4,258 5,170 31.4 + 13.3 + Fed service fees 8,544 7,778 7,228 5,311 4,960 5,178 9.8 + 10.5 + Contribution to charitable foundation 9,379 -- -- -- -- -- N/A N/A Travel and entertainment 8,112 7,255 5,301 4,615 4,685 4,798 11.8 + 11.1 + Market adjustments to foreclosed real estate 3,032 378 3,180 6,846 1,846 1,816 702.1 + 10.8 + Other 38,791 41,471 31,530 29,498 26,197 25,865 6.5 - 8.4 + -------------------------------------------------------------------------------------------------------------- Total other expense 99,921 84,069 70,311 64,289 53,484 55,731 18.9 + 12.4 + -------------------------------------------------------------------------------------------------------------- Total noninterest expense $545,704 $491,898 $379,805 $326,019 $276,267 $271,579 10.9 + 15.0 + --------------------------------------------------------------------------------------------------------------
Certain previously reported amounts have been reclassified to agree with current presentation. 15 MATURITIES OF INVESTMENT SECURITIES HELD TO MATURITY AT DECEMBER 31, 1994 (AMORTIZED COST)
After 1 Year After 5 Years Within 1 Year Within 5 Years Within 10 Years After 10 Years ------------- -------------- --------------- -------------- (Dollars in thousands) Amount Yield Amount Yield Amount Yield Amount Yield ------------------------------------------------------------------------------------------------------------------------------------ Mortgage-backed securities and collateralized mortgage obligations* $ 464 5.38% $17,784 6.03% $166,468 6.01% $654,236 5.95% U.S. Treasury and other U.S. government agencies 17,533 5.35 21,208 5.79 4,974 5.40 1,021 7.15 States and municipalities** 16,402 10.28 20,265 9.41 8,040 8.67 13,991 9.51 ------------------------------------------------------------------------------------------------------------------------------------ Total $34,399 7.70% $59,257 7.10% $179,482 6.12% $669,248 6.02% ------------------------------------------------------------------------------------------------------------------------------------
* Includes $837.3 million of government agency issued mortgage-backed securities and collateralized mortgage obligations which, when adjusted for early paydowns, have an estimated average life of 3.14 years. ** Weighted average yields on tax-exempt obligations have been computed by adjusting allowable tax-exempt income to a fully taxable equivalent basis using a tax rate of 35 percent. MATURITIES OF INVESTMENT SECURITIES AVAILABLE FOR SALE AT DECEMBER 31, 1994 (AMORTIZED COST)
After 1 year After 5 years Within 1 year Within 5 Years Within 10 Years After 10 Years ---------------- --------------- --------------- ---------------- (Dollars in thousands) Amount Yield Amount Yield Amount Yield Amount Yield ------------------------------------------------------------------------------------------------------------------------------------ Mortgage-backed securities and collateralized mortgage obligations* $ 1,971 6.52% $ 70,843 6.21% $217,246 6.01% $503,958 6.67% U.S. Treasury and other U.S. government agencies 15,296 5.94 300,293 5.64 8,369 6.89 1,535 5.11 States and municipalities** 1,566 12.91 5,035 9.11 6,469 9.55 1,710 8.27 Other 3,416 6.35 4,815 5.74 61 11.31 48,096 *** 5.22 ------------------------------------------------------------------------------------------------------------------------------------ Total $22,249 6.54% $380,986 5.79% $232,145 6.14% $555,299 6.54% ------------------------------------------------------------------------------------------------------------------------------------
* Includes $793.6 million of government agency issued mortgage-backed securities and collateralized mortgage obligations which, when adjusted for early paydowns, have an estimated average life of 2.6 years. ** Weighted average yields on tax-exempt obligations have been computed by adjusting allowable tax-exempt income to a fully taxable equivalent basis using a tax rate of 35 percent. *** Represents equity securities with no stated maturity. 16 MATURITIES OF LOANS AT DECEMBER 31, 1994
After 1 Year (Dollars in thousands) Within 1 Year Within 5 Years After 5 Years Total ---------------------------------------------------------------------------------------------------- Commercial $1,638,408 $1,049,898 $ 200,365 $2,888,671 Consumer 68,983 1,092,515 1,075,233 2,236,731 Credit card receivables 475,471 -- -- 475,471 Real estate construction 101,791 48,982 9,595 160,368 Permanent mortgage 51,183 59,708 458,838 569,729 Nonaccrual 6,143 4,339 6,057 16,539 ---------------------------------------------------------------------------------------------------- Total loans, net of unearned income $2,341,979 $2,255,442 $1,750,088 $6,347,509 ---------------------------------------------------------------------------------------------------- For maturities over one year: Interest rates - floating $ 699,935 $ 425,054 $1,124,989 Interest rates - fixed 1,555,507 1,325,034 2,880,541 ---------------------------------------------------------------------------------------------------- Total $2,255,442 $1,750,088 $4,005,530 ----------------------------------------------------------------------------------------------------
17 REGULATORY CAPITAL AT DECEMBER 31, 1994
(Dollars in thousands) First Tennessee (1) FTBNA (2) CBT (3) Peoples (4) Planters (5) FTBNA-MS (6) ------------------------------------------------------------------------------------------------------------------------------ Capital: Tier 1 capital: Shareholders' common equity $ 748,771 $ 672,783 $ 23,514 $ 14,479 $ 5,220 $ 6,242 Less disallowed intangibles 66,941 68,185 -- -- -- 792 Add unrealized holding losses on available for sale securities 24,116 23,256 233 479 654 -- ------------------------------------------------------------------------------------------------------------------------------ Total Tier 1 capital 705,946 627,854 23,747 14,958 5,874 5,450 ------------------------------------------------------------------------------------------------------------------------------ Tier 2 capital: Qualifying debt 79,780 75,000 -- -- -- -- Qualifying allowance for loan losses 91,429 87,676 1,790 801 417 446 ------------------------------------------------------------------------------------------------------------------------------ Total Tier 2 capital 171,209 162,676 1,790 801 417 446 ------------------------------------------------------------------------------------------------------------------------------ Total capital $ 877,155 $ 790,530 $ 25,537 $ 15,759 $ 6,291 $ 5,896 ------------------------------------------------------------------------------------------------------------------------------ Risk-adjusted assets $ 7,298,776 $ 6,999,746 $142,127 $ 63,999 $32,819 $35,543 Quarterly average assets 10,315,059 9,894,347 233,943 118,769 60,003 58,433 ------------------------------------------------------------------------------------------------------------------------------ Ratios: Tier 1 capital to risk-adjusted assets 9.67% 8.97% 16.71% 23.37% 17.90% 15.33% Tier 2 capital to risk-adjusted assets 2.35 2.32 1.26 1.25 1.27 1.26 ------------------------------------------------------------------------------------------------------------------------------ Total capital to risk-adjusted assets 12.02% 11.29% 17.97% 24.62% 19.17% 16.59% ------------------------------------------------------------------------------------------------------------------------------ Leverage - Tier 1 capital to adjusted quarterly average assets 6.87% 6.37% 10.14% 12.54% 9.68% 9.46% ------------------------------------------------------------------------------------------------------------------------------
(1) First Tennessee National Corporation (2) First Tennessee Bank National Association (3) Cleveland Bank and Trust Company (4) Peoples and Union Bank (5) Planters Bank (6) First Tennessee Bank National Association Mississippi Based on regulatory guidelines 18 RATE SENSITIVITY ANALYSIS AT DECEMBER 31, 1994
Interest Sensitivity Period Within 3 After 3 Months After 6 Months (Dollars in millions) Months Within 6 Month Within 12 Months Other Total ------------------------------------------------------------------------------------------------------------------- Earning assets: Loans $3,217 $ 334 $ 732 $2,434 $6,717 Investment securities 95 113 163 1,723 2,094 Other earning assets 440 -- -- -- 440 ------------------------------------------------------------------------------------------------------------------- Total earning assets $3,752 $ 447 $ 895 $4,157 $9,251 ------------------------------------------------------------------------------------------------------------------- Earning asset funding: Interest-bearing deposits $1,834 $ 556 $ 600 $2,997 $5,987 Short-term purchased funds 1,654 -- -- -- 1,654 Long-term debt -- 1 1 92 94 Noninterest-bearing funds 104 (4) (7) 1,423 1,516 ------------------------------------------------------------------------------------------------------------------- Earning asset funding $3,592 $ 553 $ 594 $4,512 $9,251 ------------------------------------------------------------------------------------------------------------------- Rate sensitivity gap: Period $ 160 $(106) $ 301 $ (355) Cumulative 160 54 355 -- ---------------------------------------------------------------------------------------------------------- Rate sensitivity gap adjusted for interest rate futures and interest rate swaps: Period $ (390) $(106) $ 371 $ 125 Cumulative (390) (496) (125) -- ---------------------------------------------------------------------------------------------------------- Adjusted gap as a percent of earning assets: Period (4.2)% (1.2)% 4.0% 1.4% Cumulative (4.2) (5.4) (1.4) -- ----------------------------------------------------------------------------------------------------------
Interest-sensitive categories represent ranges in which assets and liabilities can be repriced, not necessarily their actual maturities. Other amounts include assets and liabilities with interest sensitivity of more than 12 months or with indefinite repricing schedules. 19 LOANS AND FORECLOSED REAL ESTATE AT DECEMBER 31
1994 1993 ------------------------------------------------------------- ----------------- Construction Allowance Allowance and Commercial for Loan for Loan (Dollars in millions) Commercial Development Real Estate Total Losses Total Losses -------------------------------------------------------------------------------------------------------------------------- Internal grades: A $ 204 $ -- $ 3 $ 207 $ -- $ 111 $ -- B 368 4 27 399 1 370 1 C 1,587 133 461 2,181 22 1,916 23 D 50 1 23 74 7 65 5 E 17 -- 9 26 4 58 5 F 29 1 9 39 8 36 11 -------------------------------------------------------------------------------------------------------------------------- 2,255 139 532 2,926 42 2,556 45 Nonaccrual loans: Contractually past due 5 -- 1 6 2 9 5 Contractually current 1 -- 3 4 2 7 2 -------------------------------------------------------------------------------------------------------------------------- Total commercial & commercial real estate loans $2,261 $139 $536 $2,936 $ 46 $2,572 $ 52 -------------------------------------------------------------------------------------------------------------------------- Retail: Consumer 2,164 19 1,733 15 Credit card 475 19 428 17 Permanent mortgages 565 2 495 4 Mortgage warehouse loans held for sale 370 -- 1,100 -- Mortgage banking nonaccrual loans 6 1 9 1 -------------------------------------------------------------------------------------------------------------------------- Total retail loans 3,580 41 3,765 37 -------------------------------------------------------------------------------------------------------------------------- Cleveland Bank & Trust Company 139 3 144 3 Planters Bank 25 1 25 1 Other/Unfunded commitments 37 3 31 3 General reserve -- 13 -- 12 -------------------------------------------------------------------------------------------------------------------------- Total loans, net of unearned income $6,717 $107 $6,537 $108 -------------------------------------------------------------------------------------------------------------------------- Foreclosed real estate: Foreclosed property $ 2 $ 9 $ 2 $ 13 $ 18 Foreclosed property - mortgage banking -- -- -- 5 14 -------------------------------------------------------------------------------------------------------------------------- Total foreclosed real estate $ 18 $ 32 --------------------------------------------------------------------------------------------------------------------------
All amounts in the Allowance for Loan Losses columns have been rounded to the nearest million dollars. Grade A loans have reserve amounts of less than $500,000. Definitions of each credit grade are provided below: *GRADE A -- Established, stable companies with excellent earnings, liquidity, and capital. Possess many of the same characteristics as Standard & Poor's (S&P) AA rated companies. *GRADE B -- Established, stable companies with good earnings, liquidity, and capital. Possess many of the same characteristics as S&P A rated companies. *GRADE C -- Established, stable companies with satisfactory earnings, liquidity, and capital and with consistent, positive trends relative to industry norms. *GRADE D -- Financial condition adversely affected by temporary lack of earnings or liquidity or changes in the operating environment. An action plan is required to rehabilitate the credit or have it refinanced elsewhere. *GRADE E -- Significant developing weaknesses or adverse trends in earnings, liquidity, capital, or operating environment. No discernible market for refinancing is available. *GRADE F -- Significantly higher than normal probability that: (1) legal action or liquidation of collateral is required; (2) there will be a loss; or (3) both will occur. This grade is believed to be substantially equivalent to the regulators' classifications of substandard and doubtful. *NONACCRUAL -- A loan that is placed on nonaccrual status is not included in any of these six grades, but is placed in a separate nonaccrual category. Commercial and real estate loans are placed on nonaccrual status automatically once they become 90 days or more past due. Based on internal loan classifications. 20 FTBNA LOANS SECURED BY REAL ESTATE AT DECEMBER 31
1994 1993 -------------------------------- ---------------------------------- Construction Commercial Construction Commercial (Dollars in millions) & Development Real Estate Total & Development Real Estate Total ---------------------------------------------------------------------------------------------------------------------------------- Risk categories: Real estate collateral serves as only source of repayment $ 79 $170 $249 $ 55 $171 $226 Real estate collateral is primary source of repayment with a substantial secondary source 60 366 426 24 356 380 ---------------------------------------------------------------------------------------------------------------------------------- Total $139 $536 $675 $ 79 $527 $606 ---------------------------------------------------------------------------------------------------------------------------------- Project type: Apartments $ 6 $ 74 $ 80 $ 1 $ 77 $ 78 Hotels/Motels 8 48 56 -- 62 62 Office buildings - multi-tenant 2 56 58 3 58 61 Single family builder 53 4 57 46 2 48 Shopping centers 23 136 159 7 99 106 Commercial/Special purpose units 8 75 83 2 73 75 All other 39 143 182 20 156 176 ---------------------------------------------------------------------------------------------------------------------------------- Total $139 $536 $675 $ 79 $527 $606 ----------------------------------------------------------------------------------------------------------------------------------
Based on internal loan classifications. Certain previously reported amounts have been reclassified to agree with current presentation. 21 ANALYSIS OF ALLOWANCE FOR LOAN LOSSES
(Dollars in thousands) 1994 1993 1992 1991 1990 1989 ----------------------------------------------------------------------------------------------------------------------------------- Allowance for loan losses: Beginning balance $ 107,723 $ 99,827 $ 92,464 $ 88,576 $ 67,469 $ 53,347 Provision for loan losses 16,733 35,697 44,242 55,393 64,821 64,536 Allowance from acquisitions -- 971 -- 9,327 -- -- Charge-offs: Commercial 5,672 15,869 18,094 31,059 24,408 34,235 Consumer 8,902 8,704 10,242 14,375 12,733 12,644 Credit card receivables 12,674 13,357 17,013 16,913 11,510 8,773 Real estate construction -- 2,320 173 6,888 6,214 2,410 Permanent mortgage 712 687 1,650 930 1,020 223 ----------------------------------------------------------------------------------------------------------------------------------- Total charge-offs 27,960 40,937 47,172 70,165 55,885 58,285 ----------------------------------------------------------------------------------------------------------------------------------- Recoveries: Commercial 3,765 5,916 5,278 5,086 8,207 5,029 Consumer 4,364 3,445 2,713 2,773 2,519 1,813 Credit card receivables 1,890 2,262 1,985 1,278 1,141 934 Real estate construction 373 159 215 150 286 79 Permanent mortgage 101 383 102 46 18 16 ----------------------------------------------------------------------------------------------------------------------------------- Total recoveries 10,493 12,165 10,293 9,333 12,171 7,871 ----------------------------------------------------------------------------------------------------------------------------------- Net charge-offs 17,467 28,772 36,879 60,832 43,714 50,414 ----------------------------------------------------------------------------------------------------------------------------------- Ending balance $ 106,989 $ 107,723 $ 99,827 $ 92,464 $ 88,576 $ 67,469 ----------------------------------------------------------------------------------------------------------------------------------- Loans, net of unearned income outstanding at December 31* $ 6,717,378 $ 6,536,658 $ 4,890,358 $ 4,689,325 $ 4,481,467 $ 4,299,636 ----------------------------------------------------------------------------------------------------------------------------------- Average loans, net of unearned income outstanding during the year* $ 6,430,956 $ 5,360,869 $ 4,689,248 $ 4,477,786 $ 4,330,697 $ 4,265,829 ----------------------------------------------------------------------------------------------------------------------------------- Ratios: Allowance to loans, net of unearned income 1.59 % 1.65 % 2.04 % 1.97 % 1.98 % 1.57 % Net charge-offs to average loans, net of unearned income* 0.27 0.54 0.79 1.36 1.01 1.18 Net charge-offs to allowance 16.3 26.7 36.9 65.8 49.4 74.7 ----------------------------------------------------------------------------------------------------------------------------------- *Includes mortgage warehouse loans held for sale reported on the Consolidated Statements of Condition.
22 NONPERFORMING ASSETS AT DECEMBER 31
(Dollars in thousands) 1994 1993 1992 --------------------------------------------------------------------------------------------- Amounts: Nonaccrual loans $16,539 $ 25,966 $28,773 Restructured loans 158 579 1,288 --------------------------------------------------------------------------------------------- Total nonperforming loans 16,697 26,545 30,061 Foreclosed real estate 17,989 31,658 24,491 Other assets 2,055 1,292 1,292 --------------------------------------------------------------------------------------------- Total nonperforming assets $36,741 $ 59,495 $55,844 --------------------------------------------------------------------------------------------- Non-government guaranteed past due loans*** $12,287 $ 12,873 $14,301 Government guaranteed past due loans*** 10,030 11,560 8,906 Past due loans* --------------------------------------------------------------------------------------------- Ratios: Nonperforming loans to total loans, net of unearned income** .25% .41% .61% Nonperforming assets to total loans, net of unearned income, plus foreclosed real estate and other assets** .55 .91 1.14 Nonperforming assets and past due loans to total loans, net of unearned income, plus foreclosed real estate and other assets** .88 1.28 1.61 --------------------------------------------------------------------------------------------- (Dollars in thousands) 1991 1990 1989 ---------------------------------------------------------------------------------------------- Amounts: Nonaccrual loans $43,521 $ 69,685 $48,513 Restructured loans 2,346 965 47 ---------------------------------------------------------------------------------------------- Total nonperforming loans 45,867 70,650 48,560 Foreclosed real estate 37,406 32,075 25,808 Other assets 723 109 394 ---------------------------------------------------------------------------------------------- Total nonperforming assets $83,996 $102,834 $74,762 ---------------------------------------------------------------------------------------------- Non-government guaranteed past due loans*** Government guaranteed past due loans*** Past due loans* $21,947 $ 17,274 $13,178 ---------------------------------------------------------------------------------------------- Ratios: Nonperforming loans to total loans, net of unearned income** .98% 1.58% 1.13% Nonperforming assets to total loans, net of unearned income, plus foreclosed real estate and other assets** 1.78 2.28 1.73 Nonperforming assets and past due loans to total loans, net of unearned income, plus foreclosed real estate and other assets** 2.24 2.66 2.03 ----------------------------------------------------------------------------------------------
*Past due loans that are 90 days or more past due as to principal and/or interest and not yet on nonaccrual status. **Total laoans includes mortgage warehouse loans held for sale reported on the Consolidated Statements of Condition. ***Not available for years prior to 1992. 23 GRAPH TITLE: RETURN ON AVERAGE ASSETS NARRATIVE DESCRIPTION: This is a bar graph with the x-axis representing annual periods from 1989 to 1994 and the y-axis ranging from 0.00 percent to 1.50 percent. There are two sets of bars: return on average assets as originally reported, and return on average assets as restated to include acquisitions. The originally reported bars begin in 1989 at .5 percent and steadily increase to 1.5 percent in 1994. The restated bars begin in 1989 at .6 percent and gradually increase to 1.1 percent in 1993. DATA POINTS:
Return on Average Return on Average Assets as Assets as Restated Originally to Include Year Reported Acquisitions 1989 .5 .6 1990 .7 .8 1991 .9 1.0 1992 1.1 1.1 1993 1.4 1.1 1994 1.5
NOTE: The information in this graph for periods prior to 1994 is presented as originally reported and restated to give effect for the poolings of interest transactions with SNMC Management Corporation, Highland Capital Management Corp., Cleveland Bank and Trust Company, and Planters Bank which occurred in 1994, with New South Bancorp which occurred in 1993, and with Home Federal Corporation which occurred in 1992. REFERENCE: Overview of Operations Section GRAPH TITLE: RETURN ON AVERAGE EQUITY NARRATIVE DESCRIPTION: This is a bar graph with the x-axis representing annual periods from 1989 to 1994 and the y-axis ranging from 0.00 percent to 25.00 percent. There are two sets of bars: return on average equity as originally reported, and return on average equity restated to include acquisitions. The originally reported bars begin in 1989 at 7.7 percent and increase to 20.0 percent in 1994. The restated bars begin in 1989 at 8.1 percent and increase to 16.1 percent in 1993. DATA POINT:
Return on Average Return on Average Equity as Equity as Restated Originally to Include Year Reported Acquisitions 1989 7.7 8.1 1990 12.3 11.6 1991 15.3 13.8 1992 15.4 15.0 1993 19.0 16.1 1994 20.0
NOTE: The information in this graph for periods prior to 1994 is presented as originally reported and restated to give effect for the poolings of interest transactions with SNMC Management Corporation, Highland Capital Management Corp., Cleveland Bank and Trust Company, and Planters Bank which occurred in 1994, with New South Bancorp which occurred in 1993, and with Home Federal 24 Corporation which occurred in 1992. REFERENCE: Overview of Operations Section GRAPH TITLE: EARNINGS PER SHARE NARRATIVE DESCRIPTION: This is a bar graph with the x-axis representing annual periods from 1989 to 1994 and the y-axis ranging from $0.00 to $5.00. There are two sets of bars: earnings per share as originally reported, and earnings per share as restated to include acquisitions. The earnings per shares as originally reported bars begin in 1989 at $1.21 and steadily increase to $4.56 in 1994. The earnings per share as restated bars begin in 1989 at $1.32 and increase to $3.31 in 1993. Data Points:
Earnings Per Share Earnings Per Share as Originally as Restated to Year Reported Include Acquisitions 1989 $1.21 $1.32 1990 2.01 1.96 1991 2.69 2.51 1992 3.19 2.99 1993 4.26 3.31 1994 4.56
NOTE: The information in this graph for periods prior to 1994 is presented as originally reported and restated to give effect for the poolings of interest transactions with SNMC Management Corporation, Highland Capital Management Corp., Cleveland Bank and Trust Company, and Planters Bank which occurred in 1994, with New South Bancorp which occurred in 1993, and with Home Federal Corporation which occurred in 1992. Earnings per share has been adjusted to reflect the three-for-two stock dividend in 1992. REFERENCE: Overview of Operations GRAPH TITLE: NET INTEREST INCOME AND MARGIN TREND ANALYSIS NARRATIVE DESCRIPTION: This is a combination line and bar graph with the x-axis representing annual periods from 1989 to 1994 and the left y-axis ranges from $0 to $400 million and the right y-axis ranges from 2.50 percent to 5.00 percent. The bars represent the fully taxable equivalent of net interest income in dollars and the two lines represent the net interest spread percent and net interest margin percent. The bars begin in 1989 at $260.3 million and steadily increase to $385.4 million in 1994. The net interest spread line begins in 1989 at 2.92 percent, gradually increases to 3.68 percent in 1993 and decreases slightly to 3.62 percent in 1994. The net interest margin line begins in 1989 at 4.11 percent, generally increases to 4.38 percent in 1992 and gradually decreases to 4.28 percent in 1994. 25
DATA POINTS: (Millions of Dollars) Net Net Net Interest Interest Interest Year Income Spread Margin 1989 $260.3 2.92 4.11 1990 276.6 2.99 4.09 1991 299.2 3.20 4.15 1992 343.0 3.65 4.38 1993 369.7 3.68 4.29 1994 385.4 3.62 4.28
REFERENCE: Provision for Loan Losses Section GRAPH TITLE: EARNING ASSET MIX AS A PERCENT OF AVERAGE ASSETS NARRATIVE DESCRIPTION: This is a stacked bar graph with the x-axis representing annual periods from 1989 to 1994 and the y-axis ranging from 0 percent to 100.0 percent. The total of the stacked bars, which represents the percent of average assets, begins at 89.2 percent in 1989, increases to 91.2 percent in 1991, then gradually falls to 88.8 percent in 1994. The stacked bar is comprised of four different shaded areas: commercial loans, retail loans, investment securities, and other earning assets. The area highlighting the percentage of commercial loans, to earning assets, began at 34.4 percent in 1989 gradually declined to 25.7 percent in 1993 before rising to 27.8 percent in 1994. The area highlighting the percentage of retail loans to earning assets began at 25.8 percent in 1989, gradually increased to 35.7 percent in 1994. The area highlighting the percentage of investment securities to earning assets began at 19.9 percent in 1989, gradually increased to 31.6 percent in 1992, then fell to 21.3 percent in 1994. The top area of the stacked bar represented the percentage of other earning assets to total assets and began at 9.1 percent in 1989, increased to 10.9 in 1990, decreased to 10.3 percent in 1991, fell to a low of 3.4 percent in 1993 before increasing to 4.0 percent in 1994. DATA POINTS:
Percent Other of Commercial Retail Investment Earning Average Year Loans Loans Securities Assets Assets 1989 34.4 25.8 19.9 9.1 89.2 1990 32.0 26.3 21.7 10.9 90.9 1991 29.9 26.8 24.2 10.3 91.2 1992 27.4 27.2 31.6 4.9 91.1 1993 25.7 30.2 30.5 3.4 89.8 1994 27.8 35.7 21.3 4.0 88.8
Note: Retail loans includes consumer, credit card, and residential mortgages. REFERENCE: Earning Assets Section GRAPH TITLE: NET CHARGE-OFFS NARRATIVE DESCRIPTION: This is a bar graph with the x-axis representing annual periods from 1989 to 1994 and the y-axis ranging from $0 to $80 million. The bars begin in 1989 at 50.4 million, decrease to 43.7 million in 1990, increase to 60.8 million in 1991, before falling steadily to a low of 17.5 million in 1994. 26
DATA POINTS: (Dollars in Millions) Year Net Charge-Offs 1989 50.4 1990 43.7 1991 60.8 1992 36.9 1993 28.8 1994 17.5
REFERENCE: Allowance for Loan Losses and Net Charge-Offs Section GRAPH TITLE: NONPERFORMING ASSETS TO TOTAL LOANS (SEE NOTE) NARRATIVE DESCRIPTION: This is a bar graph with the x-axis representing annual periods from 1989 to 1994 and the y-axis ranging from 0 percent to 2.50 percent. The bars begin in 1989 at 1.73 percent, increase to 2.28 percent in 1990, then decrease steadily to .55 percent in 1994. DATA POINTS:
Nonperforming Assets to Total Year Loans 1989 1.73 1990 2.28 1991 1.78 1992 1.14 1993 .91 1994 .55
NOTE: Net of unearned income plus foreclosed real estate and other assets. REFERENCE: Nonperforming Assets Section GRAPH TITLE: NONPERFORMIMG LOANS NARRATIVE DESCRIPTION: This is a bar graph with the x-axis representing annual periods from 1989 to 1994 and the y-axis ranging from $0 to $80 million. The bars begin in 1989 at $48.6 million, increase to $70.7 million in 1990, fall to $45.9 million in 1991, then gradually decrease to $16.7 million in 1994. DATA POINTS:
Nonperforming Year Loans 1989 48.6 1990 70.7 1991 45.9 1992 30.1 1993 26.5 1994 16.7
REFERENCE: Nonperforming Assets Section GRAPH TITLE: CUMULATIVE CHANGES IN CLASSIFIED ASSETS SINCE YEAR-END 1988 (QUARTERLY) NARRATIVE DESCRIPTION: This is a line graph with the x-axis representing quarterly periods from fourth quarter 1988 to fourth quarter 1994, and the y-axis ranges from $(30) to $210 million. There are two lines: classified assets net of charge-offs and adjustments, and classified assets. The classified assets net of charge-offs and 27 adjustments line begins December 31,1988 at $0, generally increases until it reaches $99 million in the third quarter of 1991, decreases steadily to $(30) million in the third quarter of 1994, and increases to $(15) million in the fourth quarter of 1994. The classified assets line begins December 31, 1988 at $0, generally increases until it reaches $202 million in the third quarter of 1991, decreases steadily to $128 million in the third quarter of 1993, rises to $136 million in the first quarter of 1994, decreases to $113 million in the third quarter of 1994 and increases to $129 million in the fourth quarter of 1994. The area between the two lines is shaded and represents charge-offs and adjustments to foreclosed real estate.
DATA POINTS: (Millions of Dollars) Classified Assets Net of Charge-Offs Quarter and Classified & Year Adjustments Assets 12/31/88 $ 0 $ 0 1Q89 17 19 2Q89 59 67 3Q89 46 68 12/31/89 30 68 1Q90 74 115 2Q90 83 131 3Q90 83 141 12/31/90 .80 154 1Q91 95 173 2Q91 95 186 3Q91 99 202 12/31/91 78 190 1Q92 73 189 2Q92 59 179 3Q92 51 175 12/31/92 24 151 1Q93 17 147 2Q93 -4 130 3Q93 -6 128 12/31/93 -5 134 1Q94 -6 136 2Q94 -14 128 3Q94 -30 113 4Q94 -15 129
REFERENCE: Nonperforming Assets Section GRAPH TITLE: CUMULATIVE CHANGES IN NONACCRUAL LOANS AND OTHER REAL ESTATE SINCE YEAR-END 1988 (Quarterly) (QUARTERLY) NARRATIVE DESCRIPTION: This is a line graph with the x-axis representing quarterly periods from fourth quarter 1988 to fourth quarter 1994 and the y-axis ranges from $(30) million to $210 million. There are two lines: nonaccrual loans and OREO net of charge-offs and adjustments, and nonaccrual loans and OREO. The nonaccrual loans and OREO net of charge-offs and adjustments line begins December 31, 1988 at $0, generally increases until it reaches $59 million in the first quarter of 1991, decreases steadily to $(6) million in the third quarter of 1993, rises to $11 million in the fourth quarter of 1993, and decreases again to $(11) million at December 31, 1994. The nonaccrual loans and OREO line begins December 31, 1988 at $0, generally increases until it reaches $144 million in the fourth quarter of 1991, decreases steadily to $127 million in the third 28 quarter of 1993, rises to $149 million in the fourth quarter of 1993, at which point it begins to decrease again to $131 million by the fourth quarter of 1994. The area between the two lines is shaded and represents charge-offs and adjustments to foreclosed real estate.
DATA POINTS: (Millions of Dollars) Nonaccrual Loans and OREO Net of Charge-Offs Nonaccrual Quarter & and Loans and Year Adjustments OREO 12/31/88 $ 0 $ 0 1Q89 13 15 2Q89 45 49 3Q89 35 57 12/31/89 27 63 1Q90 37 77 2Q90 35 82 3Q90 35 91 12/31/90 56 123 1Q91 59 134 2Q91 .50 137 3Q91 43 142 12/31/91 35 144 1Q92 32 144 2Q92 24 142 3Q92 20 142 12/31/92 7 134 1Q93 3 133 2Q93 0 133 3Q93 -6 127 12/31/93 11 149 1Q94 8 148 2Q94 3 143 3Q94 -6 135 4Q94 -11 131
REFERENCE: Nonperforming Assets Section 29 GLOSSARY ALLOWANCE FOR LOAN LOSSES - This reserve represents the amount considered by management to be adequate to cover estimated losses inherent to the loan portfolio. A valuation reserve for possible loan losses. BASIS POINT - The equivalent of one-hundredth of one percent (0.01). One hundred basis points equals one percent. This unit is generally used to measure movements in interest yields and rates. BASIS RISK - Refers to changes in the relationship between interest rates (e.g., the difference between the Prime and the Fed Funds Rate). BOOK VALUE PER SHARE - The value of a share of common stock determined by dividing shareholders' equity at the end of a period by the number of common shares outstanding at the end of the same period. CHARGE-OFFS - The amount charged against the allowance for loan losses to reduce a specific loan to its collectible amount. CLASSIFIED ASSET - A bank asset that has caused management to have serious doubts about the borrower's ability to comply with present repayment terms. Included in this category are grade F performing and nonperforming loans, foreclosed property, repossessed assets, and other assets. In compliance with the standards established by the Office of the Comptroller of the Currency (OCC) these assets are classified as substandard, doubtful, and loss depending on the severity of the asset's deterioration. 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. COMMITMENTS TO EXTEND CREDIT - Agreements to make or acquire a loan or lease as long as agreed-upon terms (e.g., expiry, covenants, or notice) are met. Generally these commitments have fixed expiration dates or other termination clauses and may require payment of a fee. CORE DEPOSITS - Core deposits consist of all interest-bearing and noninterest-bearing deposits, except certificates of deposit over $100,000. They include checking interest deposits, money market certificates, time and other savings, plus demand deposits. EARNING ASSETS - Assets that generate interest and dividend income and yield-related fee income, such as loans and investments. EARNINGS PER SHARE - Net income, divided by the average number of common shares outstanding in the period. FEDERAL FUNDS SOLD/PURCHASED - Excess balances of depository institutions which are loaned to each other, generally on an overnight basis. FULLY TAXABLE-EQUIVALENT INCOME (FTE) - Income which has been adjusted by increasing tax-exempt income to a level that would yield the same after-tax income had that income been subject to taxation. HEDGE - An instrument used to reduce risk by entering into a transaction which offsets existing or anticipated exposures to change in market rates. INTEREST RATE FORWARD AND FUTURES 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. These obligations are generally short-term in nature. 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 the writer (seller) of the option. INTEREST RATE SENSITIVITY - The relationship of changes in interest income and interest expense to fluctuations in interest rates over a defined time period. 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 SENSITIVITY GAP - The difference between interest-rate sensitive assets and interest-rate sensitive liabilities at a designated time period. A net asset position is the amount by which interest-rate 30 sensitive assets exceed interest-rate sensitive liabilities. An excess of liabilities would represent a net liability position. LEVERAGE RATIO - Tier 1 capital divided by quarterly average assets without the adjustment for securities holding gains or losses less goodwill and certain other intangible assets. LIQUIDITY - The ability of a corporation to generate adequate funds to meet its cash flow requirements. It is measured by the ability to quickly convert assets into cash with minimal exposure to interest rate risk, by the size and stability of the core deposit base, and by additional borrowing capacity within the money markets. MORTGAGE LOANS SOLD WITH RECOURSE - Mortgages sold with an agreement to repurchase any loans upon default. MORTGAGE SERVICING RIGHTS - 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. Purchased mortgage servicing rights (PMSRs) are intangibles created when mortgage servicing rights are acquired from another party. NET FREE FUNDING - Noninterest-bearing liabilities (such as demand deposits, other liabilities, and shareholders' equity) net of nonearning assets (such as cash, fixed assets, and other assets). It represents the portion of earning assets being funded by noninterest-bearing funds and is a low-cost source of funds. NET INTEREST INCOME (NII) - The amount of income generated by earning assets reduced by the interest expense of funding those assets. NET INTEREST MARGIN - A measurement of how effectively the bank utilizes its earning assets in relationship to the interest cost of funding them. It is computed by dividing FTE net interest income by average interest earning assets. NET INTEREST SPREAD - The difference between the average yield earned on earning assets on a FTE basis and the average rate paid for interest-bearing liabilities. NONACCRUAL LOANS - Loans on which interest accruals have been discontinued due to the borrower's financial difficulties. Interest income on these loans is reported on the cash basis as it is collected after recovery of principal. NONPERFORMING ASSETS - Loans on which interest income is not being accrued, restructured loans on which interest rates or terms of repayment have been materially revised, real estate properties acquired through foreclosure, repossessed assets, and other assets. NOTIONAL PRINCIPAL AMOUNT - An amount on which interest rate swaps and interest rate options, caps and floors payments are based. The "notional amount" is not paid or received. OPTIONS - Contracts which allow the holder of the option to purchase or sell a financial instrument at a specified price and within a specified period of time from or to the "seller" or "writer" of the option. PROVISION FOR LOAN LOSSES - The provision for loan losses is the periodic charge to earnings for potential losses in the loan portfolio. The evaluation process to determine potential losses includes consideration of the industry, specific conditions of individual borrowers, and the general economic environment. RECOVERIES - The amount added to the allowance for loan losses when funds are received on a loan which was previously charged off. RESTRUCTURED LOANS - A loan is considered restructured when an institution for economic or legal reasons related to the debtor's financial difficulties grants a concession to the debtor that it would not otherwise consider. RETURN ON AVERAGE ASSETS (ROA) - A measure of profitability that indicates how effectively an institution utilizes its assets. It is calculated by dividing annualized net income by total average assets. RETURN ON AVERAGE EQUITY (ROE) - A measure of profitability that indicates what an institution earned on its shareholders' investment. ROE is calculated by dividing annualized net income by total average shareholders' equity. RETURN ON REVENUE (ROR) - The fully taxable equivalent pre-tax profit before loan loss provision divided by the fully taxable equivalent net interest income plus noninterest income. RISK-ADJUSTED ASSETS - A regulatory risk-based capital measure for assessing capital adequacy that takes into account the broad differences 31 in risks among a banking organization's assets and off-balance sheet instruments. RISK-BASED CAPITAL RATIOS - Regulatory ratios of capital to assets, including assets not reflected on the balance sheet, which have been adjusted to reflect the risk profile of such assets. Tier 1 capital consists of shareholders' equity before any adjustment for securities holding gains (losses) reduced by goodwill and certain other intangible assets, while total capital is Tier 1 capital plus the allowable portion of the allowance for loan losses and qualifying subordinated debt. SECURITIES AVAILABLE FOR SALE - Investment securities that will be held for indefinite periods of time and which may be sold as part of the bank's asset/liability strategy. These securities are recorded at their current market value rather than at their historical amortized cost. SECURITIES HELD TO MATURITY - Investment securities that the bank has the ability and the intent to hold to maturity. These securities are recorded at their original cost, adjusted for amortization of premium or discount accretion. SECURITIES IN TRADING INVENTORY - Investment securities that are bought and held principally for the purpose of selling them in the near term (thus held for only a short period of time). TOTAL REVENUES - The sum of net interest income and noninterest income. WATCH LIST LOANS - Identified loans graded D and E requiring a closer level of monitoring due to some of the following circumstances: impact of negative economic conditions; changes in company ownership; underwriting exceptions; and reduction in the value of collateral. 32
CONSOLIDATED STATEMENTS OF CONDITION First Tennessee National Corporation ------------------------------------------------------------------------------------------------------------------------- December 31 ------------------------- (Dollars in thousands) 1994 1993 ------------------------------------------------------------------------------------------------------------------------- Assets: Cash and due from banks $ 691,093 $ 623,084 Federal funds sold and securities purchased under agreements to resell 267,845 137,663 ------------------------------------------------------------------------------------------------------------------------- Total cash and cash equivalents 958,938 760,747 ------------------------------------------------------------------------------------------------------------------------- Investment in bank time deposits 2,534 7,637 Trading securities inventory 170,031 178,663 Mortgage warehouse loans held for sale 369,869 1,099,686 Securities available for sale 1,151,277 -- Securities held for sale -- 53,035 Securities held to maturity (market value of $892,420 at December 31, 1994) 942,386 -- Investment securities (market value of $2,263,256 at December 31, 1993) -- 2,220,087 Loans, net of unearned income 6,347,509 5,436,972 Less: Allowance for loan losses 106,989 107,723 ------------------------------------------------------------------------------------------------------------------------- Total net loans 6,240,520 5,329,249 ------------------------------------------------------------------------------------------------------------------------- Premises and equipment, net 152,962 136,230 Real estate acquired by foreclosure 17,989 31,658 Intangible assets 162,163 174,095 Bond division receivables and other assets 353,742 375,610 ------------------------------------------------------------------------------------------------------------------------- Total assets $10,522,411 $10,366,697 ------------------------------------------------------------------------------------------------------------------------- Liabilities and shareholders' equity: Deposits: Demand $ 1,701,857 $ 1,925,298 Checking/Interest 486,150 548,224 Savings 583,755 537,252 Money market account 1,779,541 1,697,270 Certificates of deposit under $100,000 and other time 2,708,155 2,280,644 Certificates of deposit $100,000 and more 428,964 413,893 ------------------------------------------------------------------------------------------------------------------------- Total deposits 7,688,422 7,402,581 Federal funds purchased and securities sold under agreements to repurchase 1,453,802 1,014,644 Commercial paper and other short-term borrowings 199,962 746,561 Bond division payables and other liabilities 337,683 417,284 Long-term debt 93,771 92,043 ------------------------------------------------------------------------------------------------------------------------- Total liabilities 9,773,640 9,673,113 ------------------------------------------------------------------------------------------------------------------------- Shareholders' equity: Preferred stock - no par value (5,000,000 shares authorized, but unissued) -- -- Common stock - $2.50 par value (shares authorized - 100,000,000; shares issued - 31,853,323 at December 31, 1994, and 32,031,683 at December 31, 1993) 79,633 80,079 Capital surplus 79,860 90,198 Undivided profits 616,190 525,682 Unrealized market adjustment on available for sale securities (24,116) -- Deferred compensation on restricted stock incentive plan (2,796) (2,375) ------------------------------------------------------------------------------------------------------------------------- Total shareholders' equity 748,771 693,584 ------------------------------------------------------------------------------------------------------------------------- Total liabilities and shareholders' equity $10,522,411 $10,366,697 -------------------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements. 33
CONSOLIDATED First Tennessee STATEMENTS OF National INCOME Corporation Year Ended December 31 ---------------------------------------- (Dollars in thousands except per share data) 1994 1993 1992 ----------------------------------------------------------------------------------------------------- Interest income: Interest and fees on loans $ 519,943 $ 435,039 $ 412,122 Interest on investment securities: Taxable 122,778 169,585 181,148 Tax-exempt 5,030 7,179 8,610 Interest on trading securities inventory 12,810 9,304 10,285 Interest on other earning assets 8,098 3,875 9,146 ----------------------------------------------------------------------------------------------------- Total interest income 668,659 624,982 621,311 ----------------------------------------------------------------------------------------------------- Interest expense: Interest on deposits: Checking/Interest 8,819 10,252 12,213 Savings 12,712 14,706 17,039 Money market account 55,291 42,434 51,148 Certificates of deposit under $100,000 and other time 118,233 114,520 143,698 Certificates of deposit $100,000 and more 18,666 15,191 19,074 Interest on short-term borrowings 65,306 55,106 32,627 Interest on long-term debt 9,067 9,315 10,869 ----------------------------------------------------------------------------------------------------- Total interest expense 288,094 261,524 286,668 ----------------------------------------------------------------------------------------------------- Net interest income 380,565 363,458 334,643 Provision for loan losses 16,733 35,697 44,242 ----------------------------------------------------------------------------------------------------- Net interest income after provision for loan losses 363,832 327,761 290,401 ----------------------------------------------------------------------------------------------------- Noninterest income: Mortgage banking 118,442 85,640 16,290 Bond division 77,478 91,525 80,275 Deposit transactions and cash management 63,198 57,420 52,946 Bank card 31,401 28,467 26,556 Trust services 28,933 26,532 23,819 Equity securities gains/(losses) 24,251 (479) 342 Debt securities gains/(losses) (3,610) 1,284 (1,918) All other 49,077 44,418 37,732 ----------------------------------------------------------------------------------------------------- Total noninterest income 389,170 334,807 236,042 ----------------------------------------------------------------------------------------------------- Adjusted gross income after provision for loan losses 753,002 662,568 526,443 ----------------------------------------------------------------------------------------------------- Noninterest expense: Employee compensation, incentives, and benefits 294,884 265,851 198,907 Operations services 33,201 28,482 24,181 Occupancy 30,000 24,863 23,047 Communications and courier 25,999 21,544 17,000 Equipment rentals, depreciation, and maintenance 24,600 20,264 17,015 Amortization of intangible assets 20,680 30,811 13,666 Deposit insurance premium 16,419 16,014 15,678 All other 99,921 84,069 70,311 ----------------------------------------------------------------------------------------------------- Total noninterest expense 545,704 491,898 379,805 ----------------------------------------------------------------------------------------------------- Income before income taxes 207,298 170,670 146,638 Applicable income taxes 60,949 64,588 56,217 ----------------------------------------------------------------------------------------------------- Net income $ 146,349 $ 106,082 $ 90,421 ----------------------------------------------------------------------------------------------------- Net income per common share $ 4.56 $ 3.31 $ 2.99 ----------------------------------------------------------------------------------------------------- Weighted average shares outstanding 32,114,076 32,031,123 30,219,758 -----------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements. 34
CONSOLIDATED First Tennessee STATEMENTS OF National SHAREHOLDERS' EQUITY Corporation ------------------------------------------------------------------------------------------------------------------------------------ Common Common Capital Undivided (Dollars in thousands) Shares Total Stock Surplus Profits ------------------------------------------------------------------------------------------------------------------------------------ Balance, December 31, 1991, as originally reported 19,855,013 $538,462 $49,637 $ 99,403 $391,608 Adjustments for poolings of interests 1,955,289 24,160 4,888 1,862 17,410 ------------------------------------------------------------------------------------------------------------------------------------ Balance, December 31, 1991, restated 21,810,302 562,622 54,525 101,265 409,018 Net income -- 90,421 -- -- 90,421 Cash dividends declared -- (37,490) -- -- (37,490) Common stock issued: SNMC Management Corp. acquisition 1,750,829 5,428 4,377 1,051 -- Three-for-two stock split 7,960,571 (27) 19,902 (19,929) -- For exercise of stock options 329,436 5,386 824 4,562 -- Under employee benefit plans 1,086 50 3 47 -- Restricted: incentive to non-employee directors 10,000 -- 25 490 -- Common stock repurchased (33,500) (1,138) (84) (1,054) -- Amortization of deferred compensation on restricted stock incentive plan -- 1,265 -- -- -- Other -- 1,122 -- 1,090 32 ------------------------------------------------------------------------------------------------------------------------------------ Balance, December 31, 1992 31,828,724 627,639 79,572 87,522 461,981 Adjustments for pooling of interests 148,895 2,605 372 772 1,461 ------------------------------------------------------------------------------------------------------------------------------------ Balance, December 31, 1992, restated 31,977,619 630,244 79,944 88,294 463,442 Net income -- 106,082 -- -- 106,082 Cash dividends declared -- (43,582) -- -- (43,582) Common stock issued: For exercise of stock options 113,473 2,061 283 1,778 -- Restricted: employee benefit plan 59,641 -- 149 2,132 -- incentive to non-employee directors 1,500 -- 4 51 -- Common stock repurchased (120,550) (4,797) (301) (4,496) -- Amortization of deferred compensation on restricted stock incentive plan -- 1,397 -- -- -- Other -- 2,179 -- 2,439 (260) ------------------------------------------------------------------------------------------------------------------------------------ Balance, December 31, 1993, restated 32,031,683 693,584 80,079 90,198 525,682 Net income -- 146,349 -- -- 146,349 Cash dividends declared -- (55,871) -- -- (55,871) Common stock issued: Emerald Mortgage Company acquisition 151,926 7,105 380 6,725 -- For exercise of stock options 138,515 2,488 346 2,142 -- Restricted: employee benefit plan 45,000 -- 113 1,603 -- incentive to non-employee directors 1,650 -- 4 75 -- Common stock repurchased (515,000) (24,211) (1,288) (22,923) -- Change in unrealized market adjustment on available for sale securities -- (24,116) -- -- -- Amortization of deferred compensation on restricted stock incentive plan -- 1,374 -- -- -- Other (451) 2,069 (1) 2,040 30 ------------------------------------------------------------------------------------------------------------------------------------ Balance, December 31, 1994 31,853,323 $748,771 $79,633 $ 79,860 $616,190 ------------------------------------------------------------------------------------------------------------------------------------ -------------------------------------------------------------------------------------------- Unrealized Deferred Market Compen- (Dollars in thousands) Adjustment sation -------------------------------------------------------------------------------------------- Balance, December 31, 1991, as originally reported $ -- (2,186) Adjustments for poolings of interests -- -- -------------------------------------------------------------------------------------------- Balance, December 31, 1991, restated Net income -- (2,186) Cash dividends declared -- -- Common stock issued: SNMC Management Corp. acquisition -- -- Three-for-two stock split -- -- For exercise of stock options -- -- Under employee benefit plans -- -- Restricted: incentive to non-employee directors -- (515) Common stock repurchased -- -- Amortization of deferred compensation on restricted stock incentive plan -- 1,265 Other -- -- -------------------------------------------------------------------------------------------- Balance, December 31, 1992 (1,436) Adjustments for pooling of interests -- -- -------------------------------------------------------------------------------------------- Balance, December 31, 1992, restated (1,436) Net income -- -- Cash dividends declared -- -- Common stock issued: For exercise of stock options -- -- Restricted: employee benefit plan -- (2,281) incentive to non-employee directors -- (55) Common stock repurchased -- -- Amortization of deferred compensation on restricted stock incentive plan -- 1,397 Other -- -- -------------------------------------------------------------------------------------------- Balance, December 31, 1993, restated $ -- (2,375) Net income -- -- Cash dividends declared -- -- Common stock issued: Emerald Mortgage Company acquisition -- -- For exercise of stock options -- -- Restricted: employee benefit plan -- (1,716) incentive to non-employee directors -- (79) Common stock repurchased -- -- Change in unrealized market adjustment on available for sale securities (24,116) -- Amortization of deferred compensation on restricted stock incentive plan -- 1,374 Other -- -- -------------------------------------------------------------------------------------------- Balance, December 31, 1994 $(24,116) (2,796) --------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements. 35
CONSOLIDATED STATEMENTS First Tennessee OF CASH FLOWS National Corporation ---------------------------------------------------------------------------------------------------------- Year Ended December 31 ------------------------------------------ (Dollars in thousands) 1994 1993 1992 ---------------------------------------------------------------------------------------------------------- Operating activities: Net income $ 146,349 $ 106,082 $ 90,421 Adjustments to reconcile net income to net cash provided/(used) by operating activities: Provision for loan losses 16,733 35,697 44,242 Provision for deferred income tax (2,540) (1,873) 4,178 Depreciation and amortization of premises and equipment 20,121 16,445 13,831 Amortization of intangibles 20,680 30,811 13,666 Net amortization of premiums and accretion of discounts 12,882 25,278 14,692 Market value adjustment on foreclosed property 1,601 378 3,180 Market value adjustment on securities held for sale -- (248) 1,416 Securities contributed to charitable trust 9,379 -- -- Equity securities (gains)/losses (24,251) 479 (342) Debt securities (gains)/losses 3,610 (1,036) 502 Net gain on disposal of branch -- (672) -- Net (gain)/loss on disposal of fixed assets 108 (873) 1,600 Net (increase)/decrease in: Trading securities inventory 8,632 9,944 (89,013) Mortgage warehouse loans held for sale 730,008 (432,558) (115,999) Bond division receivables 39,667 (30,178) 96,116 Interest receivable (6,355) 9,436 18,087 Other assets (9,394) (86,421) (2,105) Net increase/(decrease) in: Bond division payables (50,511) 30,760 (150,989) Interest payable 14,691 336 (5,368) Other liabilities (61,813) 43,249 11,276 ---------------------------------------------------------------------------------------------------------- Total adjustments 723,248 (351,046) (141,030) ---------------------------------------------------------------------------------------------------------- Net cash provided/(used) by operating activities 869,597 (244,964) (50,609) ---------------------------------------------------------------------------------------------------------- Investing activities: Proceeds from maturities of: Investment securities -- 1,597,633 875,243 Held to maturity securities 336,305 -- -- Available for sale securities 294,928 -- -- Proceeds from sale of: Debt securities -- 478,176 220,990 Equity securities -- 6,248 46,318 Available for sale securities 410,040 -- -- Premises and equipment 1,204 856 377 Payments for purchase of: Debt securities -- (1,271,926) (1,800,956) Equity securities -- (15,807) (6,808) Held to maturity securities (478,327) -- -- Available for sale securities (404,540) -- -- Premises and equipment (38,451) (33,397) (18,071) Net (increase)/decrease in loans (914,676) (738,668) (112,076) Decrease/(increase) in investment in bank time deposits 5,103 (2,484) 239,478 Branch sale, including cash and cash equivalents sold -- (18,339) -- Acquisitions, net of cash and cash equivalents acquired 130 (102,577) -- ---------------------------------------------------------------------------------------------------------- Net cash used by investing activities (788,284) (100,285) (555,505) ---------------------------------------------------------------------------------------------------------- Financing activities: Proceeds from: Exercise of stock options 2,457 2,020 5,272 Issuance of equity instruments -- -- 5,428 Issuance of long-term debt 2,984 -- -- Payments for: Capital lease obligations (146) (146) (146) Long-term debt (1,346) (37,345) (1,392) Stock repurchase (24,211) (4,797) (1,138) Cash dividends (41,022) (51,970) (29,347) Cash-in-lieu of fractional shares (47) -- -- Net increase/(decrease) in: Deposits 285,841 229,659 155,124 Short-term borrowings (107,632) 160,651 438,417 ---------------------------------------------------------------------------------------------------------- Net cash provided by financing activities 116,878 298,072 572,218 ---------------------------------------------------------------------------------------------------------- Net increase/(decrease) in cash and cash equivalents 198,191 (47,177) (33,896) ---------------------------------------------------------------------------------------------------------- Cash and cash equivalents at beginning of period 760,747 807,924 841,820 ---------------------------------------------------------------------------------------------------------- Cash and cash equivalents at end of period $ 958,938 $ 760,747 $ 807,924 ---------------------------------------------------------------------------------------------------------- Total interest paid $ 273,046 $ 259,592 $ 291,850 Total income taxes paid 68,257 70,588 57,536 ----------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements. 36 NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accounting and reporting policies of First Tennessee National Corporation (First Tennessee) and its subsidiaries conform to generally accepted accounting principles and, as to its banking subsidiaries, with general practice within the banking industry. The following is a summary of the most significant of these policies. PRINCIPLES OF CONSOLIDATION. The consolidated financial statements include the accounts of First Tennessee and its banking and non-banking subsidiaries more than 50 percent owned. Subsidiaries not more than 50 percent owned are recorded using the equity method. Whereas banking is the most significant aspect of First Tennessee's business, non-banking subsidiaries engage in business activities which complement banking, such as credit life and accident insurance, discount brokerage, and financial investment and trust advisory services. All significant intercompany accounts and transactions have been eliminated. BASIS OF PRESENTATION. Prior period financial statements are restated to include the accounts of companies that are acquired and accounted for as poolings of interests, with the exception of New South Bancorp (NSB) which was recorded by restatement of beginning shareholders' equity without restating statements of income or condition for the years prior to 1993 based on materiality. Business combinations accounted for as purchases are included in the consolidated financial statements from the respective dates of acquisition. The consolidated financial statements for prior periods also reflect certain reclassifications to conform to current presentation. None of these reclassifications had any effect on net income or earnings per share. STATEMENTS OF CASH FLOWS. Cash and cash equivalents as presented in the statements include cash and due from banks, federal funds sold, and securities purchased under agreements to resell. Generally, federal funds are sold for one-day periods and securities purchased under agreements to resell are short-term, highly liquid investments. In 1994, First Tennessee issued approximately 3,858,000 shares of its common stock related to the acquisitions of SNMC Management Corporation (SNMC), Highland Capital Management Corp. (HCMC), Cleveland Bank and Trust Company (CBT), Planters Bank (Planters), and Emerald Mortgage Company (Emerald) (Note 2). In 1993, approximately 149,000 shares of First Tennessee common stock were issued in exchange for all of the common stock of NSB (Note 2). In 1992, First Tennessee issued approximately 4,177,000 shares of its common stock in exchange for all of the common stock of Home Financial Corporation (HFC) of Johnson City, Tennessee (Note 2). TRADING SECURITIES INVENTORY. Trading securities inventory includes securities purchased in connection with underwriting or dealer activities and is carried at market value. Realized and unrealized gains and losses on trading securities are reflected in noninterest income as bond division income. SECURITIES HELD TO MATURITY. Securities which First Tennessee has the ability and positive intent to hold to maturity are carried at cost, adjusted for amortization of premiums and accretion of discounts, which are recognized as adjustments to interest income. Realized gains and losses and unrealized permanent impairments in value are reported in noninterest income. SECURITIES AVAILABLE FOR SALE. Securities available for sale include both debt and equity securities and are reported at fair value, with unrealized gains and losses excluded from earnings and reported as a separate component of shareholders' equity. Gains and losses from sales are computed by the specific identification method and are reported in noninterest income. MORTGAGE WAREHOUSE LOANS HELD FOR SALE. Mortgage loans that are originated and held for sale to investors are classified as held for sale. These assets are recorded at the lower of cost or market value as determined using aggregated methodology. Gains and losses realized from the sale of these assets and adjustments to market value are included in noninterest income. LOANS. Loans are stated at principal amounts outstanding net of unearned income. Interest on certain consumer installment loans is recognized by the sum-of-the-months-digits method which does not differ materially from the effective interest method. Interest on other loans is recognized at the applicable interest rate on the principal amount outstanding. Included in nonperforming loans are nonaccrual loans and loans which have been restructured in accordance with criteria in SFAS No. 15, "Accounting by Debtors and Creditors for Troubled Debt Restructuring." Loans generally are placed on nonaccrual status when the collection of principal or interest is 90 days or more past due or when, in management's judgment, such principal or interest will not be collectible in the ordinary course of business. Consumer installment loans and credit card receivables are not placed on nonaccrual status, but are charged off when past due 120 days and 180 days, respectively. When interest accrual is stopped, outstanding accrued interest receivable is reversed and charged to current operations. 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. Generally, interest payments received on nonaccrual loans are applied to principal. ALLOWANCE FOR LOAN LOSSES. The allowance for loan losses is a valuation reserve available for losses incurred on loans. All losses of principal are charged to the account when the loss actually occurs or when a determination is made that a loss is probable. Additions are made to the reserve through periodic provisions charged to current operations or recovery of principal on loans previously charged off. The determination of the balance of the allowance for loan losses is based upon a review and analysis of the loan portfolio. Management's objective in determining the level of the allowance is to maintain a reserve which is adequate to absorb losses inherent in the portfolio. Their assessment includes the systematic evaluation of several factors: current and anticipated economic conditions and their impact on specific borrowers and industry groups; the level of classified and nonperforming loans; the historical loss experience by loan type; the results of regulatory 37 examinations of the portfolio; and, in specific cases, the estimated value of underlying collateral. PREMISES AND EQUIPMENT. Premises and equipment are carried at cost less accumulated depreciation and amortization. Depreciation expense is computed principally on the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized on the straight-line method over the lease periods or the estimated useful lives, whichever is shorter. Estimated useful lives are 10 to 45 years for premises and three to eight years for equipment. Depreciation and amortization expense is included in noninterest expense. Maintenance agreements are primarily amortized to expense over the period of time covered. The cost of major renovations is capitalized. All other maintenance and repair expenditures are expensed as incurred. Gains and losses on dispositions are reflected in noninterest income and expense. REAL ESTATE ACQUIRED BY FORECLOSURE. Real estate acquired by foreclosure represents assets that have been acquired in satisfaction of debt. Property is carried at the lower of the outstanding loan amount or the estimated fair market value minus estimated cost to sell the real estate. Any excess of loan amount over the estimated net realizable fair value at the time of acquisition is charged to the allowance for loan losses. Required developmental costs associated with foreclosed property under construction are capitalized and considered in determining the estimated net realizable fair value of the property. The estimated net realizable fair value is reviewed periodically and any write-downs are charged against current earnings as market adjustments. INTANGIBLE ASSETS. Intangible assets represent the premium on purchased deposits and assets, the excess of cost over net assets of acquired subsidiaries (goodwill), and purchased mortgage servicing rights. The "Premium on purchased deposits and assets" represents identified intangible assets, which are amortized over their estimated useful lives, with the exception of those assets related to deposit bases which are primarily amortized over a 10 year period. Goodwill is being amortized using the straight-line method over periods ranging from 15 to 40 years. Management evaluates whether events or circumstances have occurred that would result in impairment in the value or life of goodwill. If such impairment should occur, First Tennessee would use internally generated management reports to determine the related business contribution to the overall profitability of the corporation in revising the value and remaining life to the related goodwill. The value of purchased mortgage servicing rights is established using the lesser of: a discounted cashflow analysis; current market value; or the amount of consideration specifically paid by First Tennessee. The purchased mortgage servicing rights are being amortized using an accelerated method over the estimated life of the servicing income. A quarterly value impairment analysis is performed using discounted, disaggregated methodology. OFF BALANCE-SHEET FINANCIAL INSTRUMENTS. First Tennessee utilizes a variety of off-balance sheet financial instruments to manage various financial risks. These instruments include interest rate swaps, futures, forwards, and option contracts. To qualify as a hedge used to manage interest rate risk, the following criteria must be met: (1) the asset or liablilty to be hedged exposes the institution, as a whole, to interest rate risk; (2) the instrument alters or reduces sensitivity to interest rate changes; and (3) the instrument is designated and effective as a hedge. For interest rate swaps used to hedge interest rate risk, income and expense is accrued and recognized as an adjustment to the interest income or expense of the related on-balance sheet asset or liability. Fees on interest rate swaps are deferred and amortized over the lives of the contracts. Realized gains and losses on all off- balance sheet transactions used to manage interest rate risk that are terminated prior to maturity are deferred and amortized as an adjustment to the hedged asset or liability over the remaining original life of the agreement. For interest rate forwards, futures, and options used to hedge interest rate risk, gains and losses on contracts applicable to certain interest sensitive assets and liabilities are deferred and amortized over the lives of the hedged assets and liabilities as an adjustment to interest income and expense. Any contracts that fail to qualify for hedge accounting are included in current earnings in noninterest income. Customer related swaps are recorded at market value with changes in market value recognized in noninterest income. Off-balance sheet financial instruments held or issued by the bond division are valued at prevailing market rates on a present value basis. Realized and unrealized gains and losses are included in noninterest income as bond division income. Realized and unrealized gains and losses related to foreign currency exchange agreements with customers are included in noninterest income as foreign exchange income. TRUST SERVICES INCOME. Trust services income is reported on a cash basis, which does not differ materially from the accrual basis. INCOME TAXES. The provision for income taxes is based on income reported for consolidated financial statement purposes and includes deferred taxes resulting from the recognition of certain revenues and expenses in different periods for tax reporting purposes. First Tennessee files consolidated federal and state income tax returns with the exception of two credit life insurance companies that file separate returns. INCOME PER SHARE. Per share amounts for all periods presented are computed based on the weighted average number of common shares outstanding for each period. Options granted under the stock option plans are not included in the computation since their dilutive effect is not material. Previously reported per share amounts have been restated for the effect of acquisitions accounted for as poolings of interests, with the exception of NSB which was immaterial on a consolidated basis. 38 NOTE 2 -- BUSINESS COMBINATIONS On January 4, 1994, First Tennessee acquired for approximately 1,751,000 shares of its common stock all of the outstanding capital stock of SNMC Management Corporation (SNMC). SNMC, the parent of Sunbelt National Mortgage Corporation headquartered in Dallas, Texas, became a wholly owned subsidiary of First Tennessee Bank National Association (FTBNA), the principal subsidiary of First Tennessee. The acquisition was accounted for as a pooling of interests. On March 1, 1994, First Tennessee acquired for approximately 468,000 shares of its common stock all of the outstanding shares of Highland Capital Management Corporation (HCMC). HCMC merged with First Tennessee Investment Management, Inc., a wholly owned subsidiary of First Tennessee. The combined organization became a wholly owned subsidiary of First Tennessee with the name Highland Capital Management Corp. The acquisition was accounted for as a pooling of interests. First Tennessee acquired Cleveland Bank and Trust Company (CBT) of Cleveland, Tennessee, on March 16, 1994, for approximately 1,153,000 shares of its common stock and acquired Planters Bank (Planters) of Tunica, Mississippi, on August 9, 1994, for approximately 334,000 shares of its common stock. Both of these banks became wholly owned subsidiaries of First Tennessee and were accounted for as poolings of interests. The consolidated financial statements of First Tennessee give effect to these four mergers occurring in 1994 which have been accounted for as poolings of interests. Accordingly, the accounts of the acquired companies have been combined with those of First Tennessee for all periods presented to reflect the results of these companies on a combined basis, except for dividends. Certain reclassifications of the historical results of these companies have been made to conform to the current presentation. The following presents certain financial data pertaining to the four poolings of interests.
(Dollars in thousands, except per share data) 1993 1992 ----------------------------------------------------------------------------- Total revenue:* First Tennessee, as originally reported $617,043 $547,943 SNMC ** 62,643 5,977 HCMC 3,927 3,412 CBT 12,095 11,169 Planters 2,557 2,184 ----------------------------------------------------------------------------- First Tennessee $698,265 $570,685 ============================================================================= Net income: First Tennessee, as originally reported $120,665 $ 89,165 SNMC ** (18,279) (2,045) HCMC 52 71 CBT 3,138 2,629 Planters 506 601 ----------------------------------------------------------------------------- First Tennessee $106,082 $ 90,421 ============================================================================= Net income per share: First Tennessee, as originally reported $ 4.26 $ 3.19 SNMC ** (203.10) (135.96) HCMC 520.00 710.00 CBT 31.38 26.29 Planters 8.43 10.02 First Tennessee 3.31 2.99 -----------------------------------------------------------------------------
* Total revenue is net interest income and noninterest income. ** SNMC began operations November 1, 1992. On January 4, 1995, First Tennessee acquired for approximately 910,000 shares of its common stock all of the outstanding capital stock of Carl I. Brown and Company (CIB) of Kansas City, Missouri. CIB became a wholly owned subsidiary of FTBNA and was accounted for as a pooling of interests. At December 31, 1994, CIB had a servicing portfolio of $2.2 billion and had originated $2.1 billion in mortgages during 1994. The following presents on a proforma basis certain financial data pertaining to the CIB acquisition. 39
(Dollars in thousands, except per share data) 1994 1993 1992 ----------------------------------------------------------------------------- Total revenue:* First Tennessee $769,735 $698,265 $570,685 CIB ** 71,242 55,965 19,808 ----------------------------------------------------------------------------- First Tennessee Proforma $840,977 $754,230 $590,493 ============================================================================= Net income: First Tennessee $146,349 $106,082 $ 90,421 CIB ** (1,882) 1,328 1,106 ----------------------------------------------------------------------------- First Tennessee Proforma $144,467 $107,410 $ 91,527 ============================================================================= Net income per share: First Tennessee $ 4.56 $ 3.31 $ 2.99 CIB ** (10.89) 7.68 6.40 First Tennessee Proforma 4.37 3.26 2.94 -----------------------------------------------------------------------------
* Total revenue is net interest income and noninterest income. ** Twelve months ended for CIB is October 31. On October 1, 1994, First Tennessee acquired Emerald Mortgage Company (Emerald) of Lynnwood, Washington, for approximately 152,000 shares of its common stock. Emerald was merged into SNMC. At September 30, 1994, Emerald had a servicing portfolio of $353 million. This acquisition was accounted for as a purchase and was immaterial to First Tennessee. On December 31, 1993, First Tennessee acquired for approximately 149,000 shares of its common stock all of the outstanding shares of New South Bancorp (NSB), a Mississippi bank holding company. NSB was merged with and into First Tennessee. At the same time NSB's principal subsidiary, New South Bank, was merged with and into First Tennessee Bank National Association Mississippi, a wholly owned subsidiary of First Tennessee. The consolidated financial statements of First Tennessee give effect to the merger which was accounted for as a pooling of interests. Due to immateriality, the transaction has been recorded by a restatement of beginning shareholders' equity without restating income statements for years prior to 1993. On October 1, 1993, FTBNA acquired for cash Maryland National Mortgage Corporation (MNMC) headquartered in Baltimore, Maryland. In 1994, MNMC changed its name to MNC Mortgage Corp. The acquisition has been accounted for as a purchase and accordingly, the purchase price has been allocated to the acquired assets and liabilities at their respective estimated fair values at the date of acquisition. The operating results of this acquisition are included in First Tennessee's consolidated results of operations from the date of acquisition. The cost of the acquisition, totaling approximately $114.8 million, exceeded the estimated net fair value of tangible assets and liabilities acquired by approximately $75.0 million. Intangible assets totaling approximately $31.9 million have been identified and are being amortized over the expected useful lives of the individual components. The excess of the consideration paid over the estimated net fair value of the tangible and intangible assets acquired, totaling approximately $43.1 million, has been recorded as goodwill and is being amortized using the straight-line method over 25 years. On December 14, 1992, First Tennessee acquired for approximately 4,177,000 shares of its common stock all of the outstanding shares of Home Financial Corporation (HFC), a Tennessee savings and loan holding company. At the same time HFC's principal subsidiary, Home Federal Bank, FSB (HFB), became a wholly owned subsidiary of First Tennessee. The consolidated financial statements of First Tennessee give effect to the merger which has been accounted for as a pooling of interests. Accordingly, the accounts of HFC have been combined with those of First Tennessee to reflect the results of these companies on a combined basis for all periods presented, except for dividends. On June 25, 1993, First Tennessee completed the final phase of the HFC acquisition with the merging of HFB into FTBNA. Certain reclassifications of the historical results of these companies have been made to conform to the current presentation. 40 NOTE 3 -- PENDING ACQUISITIONS On September 22, 1994, First Tennessee and Community Bancshares, Inc. of Germantown, Tennessee, announced the execution of a definitive agreement pursuant to which First Tennessee will acquire Community Bancshares, the parent company of Community First Bank, for approximately 1,420,000 shares of its common stock. Pursuant to the agreement, Community Bancshares will merge into First Tennessee and Community First Bank will merge into FTBNA. At December 31, 1994, Community Bancshares had approximately $256 million in assets, $192 million in deposits, and $22 million in equity. The acquisition will be accounted for as a pooling of interests and is subject to regulatory and shareholder approvals. The transaction is expected to be completed in the first quarter of 1995. On October 19, 1994, First Tennessee and Peoples Commercial Services Corporation (PCS) of Senatobia, Mississippi, announced the execution of a definitive agreement pursuant to which First Tennessee will acquire PCS, the parent company of Peoples Bank, for approximately 430,000 shares of First Tennessee common stock. This acquisition will be accounted for as a purchase, and with the approval of the First Tennessee Board of Directors, the shares to be issued in this transaction have been repurchased. Following the acquisition, Peoples Bank will be a wholly owned subsidiary of First Tennessee. At December 31, 1994, Peoples Bank had approximately $94 million in assets, $83 million in deposits, and $10 million in equity. The acquisition is expected to be completed in the first half of 1995 following approval by regulators and PCS shareholders. 41 NOTE 4 -- CASH AND DUE FROM BANKS Commercial banking subsidiaries of First Tennessee are required to maintain average reserve balances with the Federal Reserve Bank. These reserve balances vary, depending on the types and amounts of deposits received. Included in "Cash and due from banks" on the Consolidated Statements of Condition are amounts so restricted of $82,440,000 at December 31, 1994, and $103,288,000 at December 31, 1993. 42 NOTE 5 -- INVESTMENT SECURITIES Securities included in the Consolidated Statements of Condition of $1,393,019,000 and $1,349,222,000 at December 31, 1994 and 1993, respectively, were pledged to secure public deposits, securities sold under agreement to repurchase, and for other purposes. Equity securities include venture capital investment securities. Reconciliations of the amortized cost to the estimated market values of investments in securities at December 31, 1994 are provided below. Also provided are the amortized cost and estimated market value by contractual maturity. 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. SECURITIES HELD TO MATURITY
Gross Gross Estimated Amortized Unrealized Unrealized Market (Dollars in thousands) Cost Gains Losses Value --------------------------------------------------------------------------------------------------- At December 31, 1994: U.S. Treasury and other U.S. government agencies $ 44,736 $ -- $ (1,266) $ 43,470 Government agency issued MBS 126,410 -- (10,355) 116,055 Government agency issued CMOs 710,878 -- (37,773) 673,105 States and municipalities 58,698 757 (1,285) 58,170 Private issued CMOs 1,664 -- (44) 1,620 --------------------------------------------------------------------------------------------------- Total $942,386 $757 $(50,723) $892,420 --------------------------------------------------------------------------------------------------- Estimated By Contractual Maturity Amortized Market (Dollars in thousands) Cost Value --------------------------------------------------------------------------------------------------- At December 31, 1994: Within 1 year $ 33,935 $ 34,020 After 1 year; within 5 years 41,473 41,039 After 5 years; within 10 years 13,014 12,445 After 10 years 15,012 14,136 --------------------------------------------------------------------------------------------------- Subtotal 103,434 101,640 --------------------------------------------------------------------------------------------------- Mortgage-backed securities and CMOs 838,952 790,780 --------------------------------------------------------------------------------------------------- Total $942,386 $892,420 ---------------------------------------------------------------------------------------------------
SECURITIES AVAILABLE FOR SALE
Gross Gross Estimated Amortized Unrealized Unrealized Market (Dollars in thousands) Cost Gains Losses Value --------------------------------------------------------------------------------------------------- At December 31, 1994: U.S. Treasury and other U.S. government agencies $ 325,493 $ 253 $(10,810) $ 314,936 Government agency issued MBS 179,058 2,903 (4,668) 177,293 Government agency issued CMOs 614,551 64 (28,804) 585,811 States and municipalities 14,780 1,103 (224) 15,659 Private issued CMOs 409 -- -- 409 Private issued asset-backed 2,020 -- (42) 1,978 Other 6,272 18 (1,220) 5,070 Equity 48,096 3,941 (1,916) 50,121 --------------------------------------------------------------------------------------------------- Total $1,190,679 $8,282 $(47,684) $1,151,277 --------------------------------------------------------------------------------------------------- Estimated By Contractual Maturity Amortized Market (Dollars in thousands) Cost Value --------------------------------------------------------------------------------------------------- At December 31, 1994: Within 1 year $ 20,278 $ 20,875 After 1 year; within 5 years 310,143 299,032 After 5 years; within 10 years 14,899 14,583 After 10 years 3,245 3,153 --------------------------------------------------------------------------------------------------- Subtotal 348,565 337,643 --------------------------------------------------------------------------------------------------- Mortgage-backed securities and CMOs 794,018 763,513 Equity securities 48,096 50,121 --------------------------------------------------------------------------------------------------- Total $1,190,679 $1,151,277 ---------------------------------------------------------------------------------------------------
Proceeds from the sales of available for sale debt securities during 1994 were $391,195,000. Gross gains of $264,000 and gross losses of $4,696,000 were realized on the 1994 debt sales. Proceeds from the sales of equity securities during 1994 were $18,845,000. Gross gains of $15,788,000 and gross losses of $153,000 were realized on the 1994 equity sales. During 1994, First Tennessee contributed $9,379,000 of equity securities to establish a charitable foundation. Gross gains of $8,616,000 were realized on the contribution. During 1994, $822,000 of recoveries were realized as gains on debt securities that had previously been written down. There were no transfers from the available for sale category into any other securities categories during 1994. The change in net unrealized holding losses on trading securities inventory recognized in bond division 43 income was $426,000 for 1994. For years prior to the adoption SFAS 115, "Accounting for Certain Investments in Debt and Equity Securities", the following information is provided. Proceeds from the sales of investment in debt securities during 1993 were $478,176,000 and included gross gains of $2,282,000 and gross losses of $1,246,000 realized on the 1993 sales. Net investment debt securities gains/(losses) from sales after taxes were ($2,743,000), $644,000, and ($310,000) for the years ended December 31, 1994, 1993, and 1992, respectively. The applicable income tax expense/(benefits) were ($1,689,000), $392,000, and ($192,000) for the years ended December 31, 1994, 1993, and 1992, respectively. At December 31, 1993, certain securities were classified as held for sale. In 1993, a net recovery of $248,000 on previous write-downs was recorded, and in 1992, a loss of $1,416,000 was recorded in marking these securities to the lower of cost or market based on the specific identification method. Reconciliations of the amortized cost to the estimated market values of investments in securities at December 31, 1993 are provided below. Also provided are the amortized cost and estimated market value by contractual maturity. 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. INVESTMENT SECURITIES
Gross Gross Estimated Amortized Unrealized Unrealized Market (Dollars in thousands) Cost Gains Losses Value --------------------------------------------------------------------------------------------------- At December 31, 1993: U.S. Treasury and other U.S. government agencies $ 397,253 $ 3,387 $ (120) $ 400,520 Government agency issued MBS 401,102 10,951 (1,210) 410,843 Government agency issued CMOs 1,238,010 5,874 (3,773) 1,240,111 States and municipalities 91,915 5,345 (337) 96,923 Private issued CMOs 4,133 25 -- 4,158 Private issued asset-backed 41,021 827 -- 41,848 Other 11,454 205 (278) 11,381 Equity 35,199 23,552 (1,279) 57,472 --------------------------------------------------------------------------------------------------- Total $2,220,087 $50,166 $(6,997) $2,263,256 --------------------------------------------------------------------------------------------------- Estimated By Contractual Maturity Amortized Market (Dollars in thousands) Cost Value --------------------------------------------------------------------------------------------------- At December 31, 1993: Within 1 year $ 190,392 $ 192,234 After 1 year; within 5 years 291,062 295,795 After 5 years; within 10 years 40,704 42,442 After 10 years 19,485 20,201 --------------------------------------------------------------------------------------------------- Subtotal 541,643 550,672 --------------------------------------------------------------------------------------------------- Mortgage-backed securities and CMOs 1,643,245 1,655,112 Equity securities 35,199 57,472 --------------------------------------------------------------------------------------------------- Total $2,220,087 $2,263,256 ---------------------------------------------------------------------------------------------------
Detail concerning securities held for sale at December 31, 1993 is provided in the following table: Securities Held for Sale
Gross Estimated Amortized Unrealized Market (Dollars in thousands) Cost Gains Value --------------------------------------------------------------------------------------------------- At December 31, 1993: U.S. Treasury and other U.S. government agencies $11,739 $ 204 $11,943 Government agency issued MBS 37,114 2,064 39,178 Government agency issued CMOs 3,389 14 3,403 States and municipalities 491 1,095 1,586 Private issued asset-backed 302 2 304 --------------------------------------------------------------------------------------------------- Total $53,035 $3,379 $56,414 ---------------------------------------------------------------------------------------------------
44 NOTE 6 -- LOANS The composition of the loan portfolio at December 31 is summarized below:
(Dollars in thousands) 1994 1993 ----------------------------------------------------------------------------- Commercial $2,888,671 $2,611,024 Consumer 2,236,731 1,798,770 Permanent mortgage 569,729 497,293 Credit card receivables 475,471 428,075 Real estate construction 160,368 75,844 Nonaccrual 16,539 25,966 ----------------------------------------------------------------------------- Loans, net of unearned income 6,347,509 5,436,972 Allowance for loan losses 106,989 107,723 ----------------------------------------------------------------------------- Total net loans $6,240,520 $5,329,249 -----------------------------------------------------------------------------
Additional detail on consumer loans by product is provided in the following table as of December 31:
(Dollars in thousands) 1994 1993 ----------------------------------------------------------------------------- Real estate $1,410,261 $1,144,247 Auto 499,304 359,987 Student 216,404 190,383 Other 110,762 104,153 ----------------------------------------------------------------------------- Total consumer loans, net of unearned income $2,236,731 $1,798,770 -----------------------------------------------------------------------------
At December 31, 1994 and 1993, real estate consumer loans included $1,385,852,000 and $1,114,316,000 of first and second liens and home equity loans, respectively. The following table presents information concerning nonperforming loans at December 31:
(Dollars in thousands) 1994 1993 ----------------------------------------------------------------------------- Nonaccrual loans $16,539 $25,966 Restructured loans 158 579 ----------------------------------------------------------------------------- Total $16,697 $26,545 -----------------------------------------------------------------------------
Total interest recorded on nonaccrual and restructured loans was $1,368,000 in 1994 and $1,622,000 in 1993. Interest income which would have been earned under the original terms of these loans was approximately $1,549,000 in 1994 and $2,961,000 in 1993. At December 31, 1994, there were no outstanding commitments to advance additional funds to customers whose loans had been restructured. Activity in the allowance for loan losses is summarized as follows:
(Dollars in thousands) 1994 1993 1992 ------------------------------------------------------------------------------------------ Balance at beginning of year $107,723 $ 99,827 $92,464 Provision for loan losses 16,733 35,697 44,242 Allowance from acquisitions -- 971 -- Charge-offs 27,960 40,937 47,172 Less loan recoveries 10,493 12,165 10,293 ------------------------------------------------------------------------------------------ Net charge-offs 17,467 28,772 36,879 ------------------------------------------------------------------------------------------ Balance at end of year $106,989 $107,723 $99,827 ------------------------------------------------------------------------------------------
In the ordinary course of business, First Tennessee makes loans to its executive officers and directors as well as to other related persons and expects to continue to do so in the future. These loans are made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unrelated persons and do not involve more than normal risk of collectibility or other unfavorable features. Loans to directors and executive officers of First Tennessee and their associates were $94,470,000 and $81,278,000 at December 31, 1994 and 1993, respectively. The following table summarizes the changes to these amounts:
(Dollars in thousands) 1994 1993 ----------------------------------------------------------------------------- Balance at beginning of year $ 81,278 $ 62,625 Additions 149,108 121,803 Deletions: Repayments 128,263 96,252 No longer related 7,653 6,898 ----------------------------------------------------------------------------- Total deletions 135,916 103,150 ----------------------------------------------------------------------------- Balance at end of year $ 94,470 $ 81,278 -----------------------------------------------------------------------------
The amounts included from Due from Customers on Acceptances in "Bond division receivables and other assets" and the amounts included from Bank Acceptances Outstanding in "Bond division payables and other liabilities" were $4,530,000 and $4,871,000 at December 31, 1994 and 1993, respectively. 45 NOTE 7 -- PREMISES AND EQUIPMENT Premises and equipment at December 31 are summarized below:
(Dollars in thousands) 1994 1993 --------------------------------------------------------------- Land $ 24,594 $ 23,241 Buildings 105,252 97,170 Leasehold improvements 14,152 12,311 Furniture, fixtures, and equipment 140,504 156,279 --------------------------------------------------------------- Premises and equipment, at cost 284,502 289,001 Less accumulated depreciation and amortization 131,540 152,771 --------------------------------------------------------------- Premises and equipment, net $152,962 $136,230 ---------------------------------------------------------------
46 NOTE 8 -- INTANGIBLE ASSETS Following is a summary of intangible assets, net of accumulated amortization, included in the Consolidated Statements of Condition:
Purchased Mortgage Premium on Servicing Purchased Deposits (Dollars in thousands) Goodwill Rights and Assets ---------------------------------------------------------------------------- At December 31,1991 $21,465 $ 7,058 $40,440 Amortization expense 1,168 3,916 8,582 Increase related to acquisitions 450 56,947 722 ---------------------------------------------------------------------------- At December 31, 1992 20,747 60,089 32,580 Amortization expense 1,674 25,062 4,075 Increase related to acquisitions 43,492 47,598 400 ---------------------------------------------------------------------------- At December 31, 1993 62,565 82,625 28,905 Amortization expense 3,029 14,385 3,266 Increase related to acquisitions 6,550 2,198 -- ---------------------------------------------------------------------------- At December 31, 1994 $66,086 $70,438 $25,639 ----------------------------------------------------------------------------
47 NOTE 9 -- CONTINGENCIES Various claims and lawsuits are pending against First Tennessee and its subsidiaries. Although the amount of any ultimate liability with respect to such matters cannot be determined, in the opinion of management, after consulting with counsel, these matters, when resolved, will not have a material adverse effect on the consolidated financial statements of First Tennessee and its subsidiaries. ------------------------------------------------------------------------ 48 NOTE 10 -- LEASE COMMITMENTS Leased capital assets included in "Other assets" on the Consolidated Statements of Condition at December 31 are summarized below:
(Dollars in thousands) 1994 1993 --------------------------------------------------------- Premises $1,525 $ 1,525 Less accumulated amortization 1,215 1,151 --------------------------------------------------------- Leased capital assets-net $ 310 $ 374 ---------------------------------------------------------
Future minimum lease payments for capitalized leases together with the present value of net minimum lease payments at December 31, 1994, are as follows:
(Dollars in thousands) Premises --------------------------------------------------------- 1995 $ 146 1996 146 1997 146 1998 146 1999 101 2000 34 --------------------------------------------------------- Total 719 Less amount representing interest 132 --------------------------------------------------------- Present value of net minimum lease payments $ 587 ---------------------------------------------------------
Rent expense under all operating lease obligations aggregated $20,873,000 for 1994, $15,483,000 for 1993, and $12,358,000 for 1992. Rent expense was reduced by amortization of the deferred building gain, the result of the sale of an office building in 1985. This amortization totaled $585,000 in 1994, $1,062,000 in 1993, and $1,399,000 in 1992. Rents received on non-cancelable sublease agreements aggregated $410,000, $291,000, and $262,000 for these years, respectively. With respect to many leased locations, First Tennessee pays taxes, insurance, and maintenance costs. Most of the leases are for terms ranging from one to 30 years and include renewal options for additional periods of one to 25 years. At December 31, 1994, First Tennessee's long-term leases required minimum annual rentals as follows:
(Dollars in thousands) Premises Equipment Total --------------------------------------------------------- 1995 $17,505 $ 244 $17,749 1996 15,850 85 15,935 1997 13,907 39 13,946 1998 12,467 21 12,488 1999 8,616 5 8,621 2000 and after 21,258 -- 21,258 --------------------------------------------------------- Total $89,603 $ 394 $89,997 ---------------------------------------------------------
Aggregate minimum income under sublease agreements for these periods is $1,281,000. 49 NOTE 11 -- SHORT-TERM BORROWINGS Short-term borrowings include federal funds purchased and securities sold under agreements to repurchase, commercial paper, and other borrowed funds, including term federal funds purchased and cash management advances from the Federal Home Loan Bank. Federal funds purchased arise principally from First Tennessee's market activity for its regional correspondent banks and generally mature in one business day. To the extent that the proceeds of these transactions exceed First Tennessee's funding requirements, the excess funds are sold in the money markets. Securities sold under agreements to repurchase are secured by U.S. government and agency securities and certain investments in bank time deposits and had original maturities ranging from three to 15 days at December 31, 1994. Commercial paper is an obligation of First Tennessee and had original maturities ranging from three to 90 days at December 31, 1994. Other short-term borrowings generally represent secured and unsecured obligations to financial institutions, including the Federal Reserve Bank, at various rates and terms and generally do not exceed one year to maturity. Bank overdraft obligations are reclassified into other short-term borrowings. The following table reflects the average daily outstandings, year-end outstandings, maximum month-end outstandings, average rates paid during the year, and the average rates paid at year-end for the three categories of short-term borrowings:
(Dollars in thousands) 1994 1993 1992 --------------------------------------------------------------------------- Federal funds purchased and securities sold under agreements to repurchase: Balance: Average $1,042,647 $1,022,478 $690,238 Year-end 1,453,802 1,014,644 753,409 Maximum month-end outstanding 1,453,802 1,235,273 823,201 Rate: Average for the year 3.87 % 2.84 % 3.25 % Average at year-end 5.15 2.73 2.75 Commercial paper: Balance: Average $ 34,351 $ 30,269 $ 22,401 Year-end 67,820 32,283 21,856 Maximum month-end outstanding 67,820 54,809 34,991 Rate: Average for the year 3.77 % 3.06 % 3.74 % Average at year-end 4.57 3.06 3.23 Other short-term borrowings: Balance: Average $ 471,815 $ 547,169 $143,852 Year-end 132,142 714,278 412,105 Maximum month-end outstanding 661,926 911,279 412,105 Rate: Average for the year 5.01 % 4.59 % 6.49 % Average at year-end 7.37 5.08 7.31 ---------------------------------------------------------------------------
50 NOTE 12 -- LONG-TERM DEBT The following table presents information pertaining to long-term debt for First Tennessee and its subsidiaries at December 31:
(Dollars in thousands) 1994 1993 ------------------------------------------------------------------------------------------ First Tennessee National Corporation: Sinking fund debentures--7 3/8% Sinking fund payments of $850,000 due annually 1995 and 1996 with $12,250,000 due 1997 $13,950 $14,800 Subordinated capital notes--10 3/8% Mature on June 1, 1999 74,602 74,512 First Tennessee Bank National Association: Note payable to Federal Home Loan Bank--8.1% Annual payments of approximately $200,000 due through 2009 2,984 -- Industrial development bond payable to City of Alcoa, Tennessee--6.5% Payment of $500,000 due 1999 500 650 Cleveland Bank and Trust Company: Industrial development bond payable to City of Cleveland, Tennessee--65% of prime (5.5% and 3.9% at December 31,1994 and 1993, respectively) Annual payments of approximately $346,000 due through 1998 with balance of approximately $351,000 due in 1999 1,735 2,081 ------------------------------------------------------------------------------------------ Total $93,771 $92,043 ------------------------------------------------------------------------------------------
Annual principal repayment requirements for the years 1995 through 1999 approximate $1,396,000, $1,396,000, $12,796,000, $546,000, and $76,051,000, respectively. Annual repayment requirements for 2000 through 2009 are approximately $200,000. The subordinated capital notes were issued on June 10, 1987. Interest is payable on June 1 and December 1 of each year. At maturity, the notes will be exchanged for capital securities having a market value equal to the principal amount of the notes. First Tennessee may elect to pay the principal amount in cash, in whole or in part, from designated proceeds. A major portion of the long-term debt issued by the parent company was downstreamed to FTBNA to support asset growth and improve bank capital ratios. The bank previously issued $75,000,000 in notes to the parent company corresponding to the subordinated capital notes included in the table above. Interest rate and maturity terms are identical to the corporate debt. The subordinated capital notes meet bank regulatory capital guidelines. 51 NOTE 13 -- SAVINGS, PENSION, AND OTHER EMPLOYEE BENEFITS SAVINGS PLAN. Substantially all employees of First Tennessee and its subsidiaries participate in a contributory savings plan in conjunction with a flexible benefits plan. First Tennessee contributes during the year into each eligible employee's flexible benefits plan account an amount based on length of service and an amount based on a percentage of the employee's salary, as determined by a committee of the board of directors. The employee may then direct that all or a portion of the contribution be allocated to his savings plan account. Employees may also make pre-tax and after-tax personal contributions to the savings plan. Pre-tax contributions invested in First Tennessee's common stock are matched at a rate of $.50 for each $1.00 invested up to 6 percent of the employee's salary. Employer contributions to the flexible benefits plan were as follows:
(Dollars in thousands) 1994 1993 1992 ---------------------------------------------------------------------- Flexible benefits contributions: Performance dollars $ 4,144 $ 3,937 $ 3,555 Service dollars 1,758 1,716 1,595 ---------------------------------------------------------------------- Total 5,902 5,653 5,150 Company matching contribution 2,374 1,976 1,556 ---------------------------------------------------------------------- Total employer contribution $ 8,276 $ 7,629 $ 6,706 ----------------------------------------------------------------------
The figures in the table above include 1994 flexible benefit contributions and company matching contributions for employees of HCMC and CBT, which were companies acquired by First Tennessee during 1994. Also during 1994, First Tennessee acquired Planters, SNMC, and Emerald. Emerald was merged into SNMC. Each of these companies sponsored a savings, thrift, or ESOP plan. The HCMC Profit Sharing Trust is a 401(k) savings plan. This plan was frozen effective as of the acquisition. No further employee or employer contributions are being made into this plan. Expense for this plan was $28,000 for the two months preceding the acquisition date of March 1, 1994. For the years ended December 31, 1993 and 1992, the expense for this plan was $165,000 and $160,000, respectively. The CBT Retirement Plan was a thrift plan for all eligible employees. Expense for this plan was $75,000 for the period preceding the acquisition date of March 16, 1994. For the years ended December 31, 1993 and 1992, the expense for this plan was $298,000 and $305,000, respectively. Effective as of the merger, CBT's retirement plan was terminated. In accordance with the plan, and with ERISA, all amounts credited to the plan became fully vested and nonforfeitable. Planters' Retirement Plan is an Employee Stock Ownership Plan. The benefits provided under the plan are funded by employer contributions to eligible employees. Expense for this plan was $29,000, $45,000, and $44,000 for the years ended December 31, 1994, 1993, and 1992, respectively. This plan has not been terminated or merged into another plan. SNMC began sponsoring the SNMC Savings Plan, a defined contribution plan, on April 1, 1993, which covers substantially all its employees. Employees may contribute, in whole percentages, between 1 percent and 15 percent of eligible compensation. Discretionary matching contributions by SNMC are determined annually. During 1994 and 1993, SNMC matched 100 percent of employee contributions up to 3 percent. Employee contributions between 4 percent and 6 percent were matched 25 percent, and no match was made for employee contributions over 6 percent. All employer contributions begin to vest after two years of service and are 100 percent vested after five years of service. Expense under this plan was $650,000 and $600,000 for years ended December 31, 1994 and 1993, respectively. Emerald's 401(k) Savings Plan was frozen effective as of the acquisition. Also, Emerald's Profit Sharing Plan was terminated effective as of the acquisition. In accordance with the Profit Sharing Plan and with ERISA, all amounts credited to the plan became fully vested and nonforfeitable. Effective as of the acquisition, employees of Emerald are eligible to participate in the SNMC Savings Plan. During 1992, First Tennessee acquired HFB which had a contributory retirement plan for all eligible employees. Retirement expense under this plan was $568,000 for the year ended December 31, 1992. Effective as of the merger with First Tennessee, HFB's retirement plan was terminated. In accordance with the plan, and with ERISA, all amounts credited to the plan became fully vested and nonforfeitable. PENSION PLAN. Substantially all employees of First Tennessee and its subsidiaries participate in a noncontributory, defined benefit pension plan. Effective January 1, 1992, the annual funding is based on an actuarially determined amount using the entry age cost method. Prior to 1992, the funding was determined actuarially using credit cost method. As of January 1, 1986, First Tennessee adopted SFAS No. 87, "Employers' Accounting for Pensions." At 52 the date of adoption, the projected benefit obligation of the First Tennessee National Corporation Pension Plan was $40,093,000 and plan assets at fair value were $51,139,000, resulting in an unrecognized net asset of $11,046,000. The unrecognized net asset is being amortized over 17 years, the remaining average service life of the eligible employees at implementation date. The annual pension expense was $2,993,000 in 1994, $882,000 in 1993, and $1,418,000 in 1992. The components of net periodic pension cost were as follows:
(Dollars in thousands) 1994 1993 1992 ---------------------------------------------------------------------- Service cost-benefits earned during the year $ 6,792 $ 4,522 $ 3,771 Interest cost on projected benefit obligation 6,459 5,683 5,000 Return on plan assets (676) (8,847) (5,978) Net amortization and deferral (9,582) (476) (1,375) ---------------------------------------------------------------------- Net periodic pension cost $ 2,993 $ 882 $ 1,418 ----------------------------------------------------------------------
The following table sets forth the plan's funded status at December 31:
(Dollars in thousands) 1994 1993 ---------------------------------------------------------------------- Plan assets at fair value $110,574 $101,330 Actuarial present value of projected benefit obligation* 83,648 86,355 ---------------------------------------------------------------------- Plan assets in excess of projected benefit obligation 26,926 14,975 Unrecognized net (gain) loss from past experience different from that assumed and effects of changes in assumptions 4,752 10,194 Prior service cost not yet recognized in net periodic pension cost 1,194 1,370 Unrecognized net transitional asset (3,700) (4,160) ---------------------------------------------------------------------- Prepaid pension cost recognized in the Consolidated Statements of Condition $ 29,172 $ 22,379 ----------------------------------------------------------------------
*At December 31, 1994 and 1993, respectively, the actuarial present values of the accumulated benefit obligation were $60,026,000 and $61,228,000, of which vested benefits were $57,769,000 and $60,053,000. The accumulated benefit obligation excludes projected future increases in compensation. The discount rate and weighted-average rate of increase in future compensation levels used in determining the actuarial present value of the projected benefit obligation were 8.5 percent and 7 percent, respectively, in 1994 and 7.25 percent and 7 percent, respectively, in 1993. The expected long-term rate of return on assets was 9.5 percent for 1994 and 1993. OTHER EMPLOYEE BENEFITS. In November 1992, FASB issued SFAS No. 112, "Employers' Accounting for Postemployment Benefits." It requires the recognition of the obligation for benefits to former and inactive employees after employment but before retirement. Those benefits include, but are not limited to, salary continuation, supplemental unemployment benefits, severance benefits, disability-related benefits, worker's compensation, job training and counseling, and continuation of benefits such as health care and life insurance coverage. On January 1, 1994, First Tennessee adopted SFAS No. 112 with the recognition of $2.3 million of pre-tax postemployment benefits related to prior service rendered and the rights vested. Total expense recognized in 1994 was $2.5 million. First Tennessee adopted SFAS No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions," effective January 1, 1993. This statement requires that the expected cost of providing postretirement benefits be recognized in the financial statements during the employee's active service period. First Tennessee provides postretirement medical insurance to full-time employees retiring under the provisions of the First Tennessee Pension Plan. The postretirement medical plan is contributory with retiree contributions adjusted annually. In 1992, First Tennessee made significant changes to the postretirement medical plan for future retirees. The revised plan is based on criteria that are a combination of the employee's age and years of service and utilizes a two-step approach. For any employee retiring on or after January 1, 1995, First Tennessee will contribute a fixed amount based on years of service and age at time of retirement. 53 The following table sets forth the plans' funded status reconciled to the amount shown in the Consolidated Statement of Condition at December 31:
(Dollars in thousands) 1994 1993 ---------------------------------------------------------------------- Accumulated postretirement benefit obligation (APBO): Retirees $(15,039) $(14,788) Actives (5,886) (7,775) ---------------------------------------------------------------------- Total APBO (20,925) (22,563) Plan assets at fair value 10,637 8,873 ---------------------------------------------------------------------- APBO in excess of plan assets (10,288) (13,690) Unrecognized: Net transition obligation 17,796 18,785 Prior service cost 47 -- Prepaid benefit cost (868) 2,023 ---------------------------------------------------------------------- Prepaid postretirement benefit cost $ 6,687 $ 7,118 ----------------------------------------------------------------------
Net periodic postretirement benefit cost for the periods ending December 31 included the following components:
(Dollars in thousands) 1994 1993 ---------------------------------------------------------------------- Service cost $ 556 $ 434 Interest cost on APBO 1,578 1,582 Actual return on assets (864) (388) Amortization of transition obligation over 20 years 989 989 Total of other components 172 (292) ---------------------------------------------------------------------- Net periodic postretirement benefit cost $ 2,431 $ 2,325 ----------------------------------------------------------------------
For measurement purposes, a 14 percent annual rate of increase in the per capita cost of covered health care benefits was assumed for 1993; the rate was assumed to decrease 1 percent per year to 7 percent and remain at that level thereafter. The health care cost trend rate assumption has a significant effect on the amounts reported. The following table illustrates the effect of increasing the assumed health care cost trend rate by 1 percent:
Current Increased Percent (Dollars in thousands) Trend Trend Change ---------------------------------------------------------------------- APBO at December 31, 1994 $20,925 $22,325 6.7+ Service and interest cost 2,134 2,222 4.1+ ----------------------------------------------------------------------
The discount rate used in determining the accumulated postretirement benefit obligation was 8.5 percent in 1994 and 7.25 percent in 1993. The funding policy for the plan is to fund the maximum amount allowable under the current tax regulations. Plan assets consist primarily of equity and fixed income securities. The trust holding the plan assets for employees that had retired prior to January 1, 1993, is subject to federal income taxes at a 35 percent rate. The trust holding the plan assets for all other First Tennessee employees, actives and those retired since 1992, is not subject to federal income taxes. The expected long-term rate of return on plan assets before income taxes was 8.0 percent for 1994 and 9.5 percent for 1993. In 1994, medical plan expense based on claims incurred was $9,375,000 for 5,053 active participants. Medical plan expense in 1993 was $7,519,000 for 4,926 active participants. The 1992 medical plan expense was $7,658,000 for 4,669 active participants including 526 retirees. First Tennessee does not currently provide group life insurance upon retirement; however, eight employees, most of whom retired prior to August 1, 1963, are currently provided coverage totaling $128,000. Group life insurance expense based on benefits incurred was $1,073,000 for 6,066 participants in 1994, $1,083,000 for 6,147 participants in 1993, and $874,000 for 6,029 participants in 1992. 54 NOTE 14 -- SHAREHOLDER PROTECTION RIGHTS AGREEMENT In September 1989, First Tennessee adopted a Shareholder Protection Rights Agreement and distributed a dividend of one right on each outstanding share of common stock held on September 18, 1989, or issued thereafter and prior to the time the rights separate. Until a person or group acquires 10 percent or more of First Tennessee's common stock or commences a tender offer that will result in such person or group owning 10 percent or more of First Tennessee's common stock, the rights will be evidenced by the common stock certificates, will automatically trade with the common stock, and will not be exercisable. Thereafter, separate rights certificates will be distributed and each right will entitle its holder to purchase one one-hundredth of a share of participating preferred stock having economic and voting terms similar to those of one share of common stock for an exercise price of $76.67. If any person or group acquires 10 percent or more of First Tennessee's common stock, then each right (other than rights beneficially owned by holders of 10 percent or more of the common stock or transferees thereof, which rights become void) will entitle its holder to purchase, for the exercise price, a number of shares of First Tennessee common stock or participating preferred stock having a market value of twice the exercise price. Also, if First Tennessee is involved in a merger or sells more than 50 percent of its assets or earning power, each right will entitle its holder to purchase, for the exercise price, a number of shares of common stock of the acquiring company having a market value of twice the exercise price. If any person or group acquires between 10 percent and 50 percent of First Tennessee's common stock, First Tennessee's Board of Directors may, at its option, exchange one share of First Tennessee common stock or one one-hundredth of a share of participating preferred stock for each right. The rights will expire on the earliest of one of the following three times: the time of the exchange described in the preceding sentence; September 18, 1999; or the date the rights are redeemed as described in the following sentence. The rights may be redeemed by the board of directors for $0.01 per right prior to the day when any person or group acquires 10 percent or more of First Tennessee's common stock. 55 NOTE 15 -- RESTRICTIONS ON DIVIDENDS AND INTERCOMPANY TRANSACTIONS Dividends are paid by First Tennessee from its assets which are mainly provided by dividends from the subsidiaries. However, certain regulatory restrictions exist regarding the ability of the banking subsidiaries to transfer funds to First Tennessee in the form of cash dividends, loans, or advances. As of December 31, 1994, the banking subsidiaries had undivided profits of $531,732,000 of which $242,226,000 was available for distribution to First Tennessee as dividends without prior regulatory approval. Pursuant to provisions of the indenture relating to the sinking fund debenture issued December 1, 1972, undivided profits available for dividends are restricted using a calculation that takes into account net income and total dividends paid or declared since 1971. At December 31, 1994, undivided profits of First Tennessee of $560,216,000 were not restricted by the provisions of the indenture. Under Federal Banking law, banking subsidiaries may not extend credit to the parent company in excess of 10 percent of the banks' capital stock and surplus, or $83,525,000 at December 31, 1994. There were no extensions of credit to the parent from its banking subsidiaries at December 31, 1994. Certain loan agreements and indentures also define other restricted trans- actions related to additional borrowings and public offerings of capital stock. 56 NOTE 16 -- STOCK OPTION, RESTRICTIVE STOCK INCENTIVE, AND DIVIDEND REINVESTMENT PLANS STOCK OPTION PLANS. First Tennessee has two stock option plans which provide for the granting of both non-qualified and incentive stock options to key executives and employees. The options allow for the purchase of First Tennessee's common stock at a price equal to its fair market value at the date of grant. One of the plans allows the exercise price to be less than the fair market value if the grantee has agreed to receive the options in lieu of compensation. The foregone compensation plus the exercise price must equal the fair market value on the date of grant. In 1994, options for 13,824 shares were granted in lieu of compensation and options for 528,923 shares were granted where the exercise price was equal to the market value on the date of grant under the 1990 Plan. In 1993, options for 14,485 shares were granted in lieu of compensation under the 1990 Plan. In years 1994 and 1993, no options were granted under the 1984 Plan. This plan has expired and is no longer eligible to issue options. The plans also provide for the grant of Stock Appreciation Rights (SARs) exercisable for the economic appreciation of the stock in the form of cash and/or stock. No SARs have been granted in the last six years. Under the 1984 stock option plan, total stock appreciation rights expense associated with fluctuations in the market value of First Tennessee stock was $6,000, $67,000, and $83,000 for the years 1994, 1993, and 1992, respectively. The expired 1984 Plan is also no longer eligible to grant SARs. In November 1991, the First Tennessee Board of Directors approved the Bank Advisory Director Deferral Plan for FTBNA's regional advisory board members. Options are awarded to those electing to receive them in lieu of attendance fees. Options for 7,174 and 5,640 shares were granted during 1994 and 1993, respectively. RESTRICTED STOCK INCENTIVE PLANS. First Tennessee has authorized a total of 427,500 shares of its common stock for awards under its 1983 and 1989 restricted stock incentive plans for executive employees who have a significant impact on the profitability of First Tennessee. Shares awarded under the plans are subject to risk of forfeiture during a restriction period determined by a committee of the board of directors. All shares have been awarded under the 1983 Plan, subject to restrictions which lapse through 1996. Each award under the 1983 Plan provides for supplemental cash payments when the restrictions lapse. In 1993, 39,347 shares were granted under the 1989 Plan. No shares were granted under the 1989 Plan in 1994. At December 31, 1994, the 1989 Plan has 1,626 shares to be awarded. On April 21, 1992, First Tennessee's shareholders approved the 1992 Restricted Stock Incentive Plan. The Plan authorized the issuance of up to 330,000 shares. Under the provisions of the Plan, each then-current non-employee director of First Tennessee received an award of 1,500 shares of restricted common stock. The restrictions on these shares lapse at a rate of 150 shares per year beginning April 30, 1993, and ending January 3, 2003, for seven directors. The shares of the remaining directors lapse equally over their remaining terms. The Plan provides for the grant of 1,500 shares of restricted stock to each new non-employee director upon election to the Board with restrictions lapsing at 150 shares per year over the 10 years following the grant. Options for 48,000 and 21,794 shares were granted during 1994 and 1993, respectively. At December 31, 1994, the 1992 Plan has 246,556 shares available to be awarded. Compensation expense related to these plans was $1,374,000, $1,586,000, and $1,563,000 for the years 1994, 1993, and 1992, respectively. The summary of stock option and restricted stock activity is shown below:
Weighted Exercise Average Available Options Price Exercise for Grant Outstanding Per Share Price --------------------------------------------------------------------------------------------------- At January 1, 1993 1,416,388 1,260,133 $10.40-34.29 $22.93 Options granted (20,125) 20,125 $18.31-20.91 $20.50 Restricted stock incentive awards (61,141) Stock options exercised (114,206) $10.40-34.29 $18.15 SARs exercised (3,292) $16.67-22.17 $21.11 Stock options cancelled 22,850 (22,850) $16.59-34.29 $27.23 ----------------------------------------------------------- At December 31, 1993 1,357,972 1,139,910 $10.40-34.29 $23.29 ----------------------------------------------------------- Options exercisable 562,105 $10.40-34.29 $19.80 --------------------------------------------------------------------------------------------------- At January 1, 1994 1,357,972 1,139,910 $10.40-34.29 $23.29 Options granted (549,921) 549,921 $19.00-44.63 $39.47 Restricted stock incentive awards (48,000) Stock options exercised (139,674) $10.40-34.29 $17.97 SARs exercised (100) $22.17 $22.17 Unissued options lapsed (29,909) Restricted stock cancelled 1,350 Stock options cancelled 27,557 (27,557) $16.59-40.25 $28.17 ----------------------------------------------------------- December 31, 1994 759,049 1,522,500 $16.37-44.63 $29.53 ----------------------------------------------------------- Options exercisable 644,250 $16.37-34.29 $21.53 ---------------------------------------------------------------------------------------------------
DIVIDEND REINVESTMENT PLAN. The Dividend Reinvestment and Stock Purchase Plan, originally adopted in 1979, was amended in 1986 to authorize the sale of 200,000 shares of First Tennessee's common stock from authorized but unissued common stock or from shares acquired on the open market to shareholders who choose to invest all or a portion of their cash dividends and optional cash payments of $25 to $5,000 per quarter. In 1988, First Tennessee began purchasing these shares on the open market. The price of the shares purchased directly from First Tennessee is the mean between the high and low sales price on the investment date. The price of shares purchased on the open market is the average price paid. 57 NOTE 17 -- INCOME TAXES The components of income tax expense/(benefit) are as follows:
(Dollars in thousands) 1994 1993 1992 -------------------------------------------------------------------------- Current: Federal $ 54,313 $57,345 $ 45,642 State 9,176 9,116 6,397 Deferred: Federal (2,041) (1,794) 4,178 State (499) 326 -- Tax law rate change -- (405) -- -------------------------------------------------------------------------- Total $ 60,949 $64,588 $ 56,217 --------------------------------------------------------------------------
The effective tax rates for 1994, 1993, and 1992, were 29.40 percent, 37.84 percent, and 38.34 percent, respectively. Income tax expense was less than the amounts computed by applying the statutory federal income tax rate to income before income taxes because of the following:
(Dollars in thousands) 1994 1993 1992 -------------------------------------------------------------------------- Federal income tax rate 35% 35% 34% -------------------------------------------------------------------------- Tax computed at statutory rate $ 72,554 $59,735 $ 49,857 Increase (decrease) resulting from: Tax-exempt interest (2,956) (3,800) (5,147) State income taxes 6,109 5,258 4,138 Deferred income taxes on retained earnings appropriated to absorb bad debt deductions -- -- 7,436 Adjustment of prior years' estimated liabilities (5,883) -- -- Valuation allowance (7,704) 6,924 780 Minimum tax credit carryforward utilized -- -- (2,928) Charitable foundation (2,921) -- -- Tax law rate changes -- (405) -- Other 1,750 (3,124) 2,081 -------------------------------------------------------------------------- Total $ 60,949 $64,588 $ 56,217 --------------------------------------------------------------------------
A deferred tax asset or liability is recognized for the tax consequences of temporary differences by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. The temporary differences which gave rise to these deferred tax (assets)/liabilities at December 31, 1994, were as follows:
Deferred Deferred (Dollars in thousands) Assets Liabilities Total ----------------------------------------------------------------------------- Depreciation $ -- $ 3,263 $ 3,263 Loss reserves (44,195) -- (44,195) Investments in debt and equity securities (15,286) -- (15,286) Employee benefits -- 2,247 2,247 Purchase accounting adjustments -- 7,386 7,386 Foreclosed property (1,463) -- (1,463) Lease operations -- 5,139 5,139 Retained earning appropriated to absorb bad debt deductions --- 5,041 5,041 Net operating loss carryforwards (6,081) -- (6,081) Other (1,563) 4,426 2,863 ----------------------------------------------------------------------------- Net deferred tax (asset)/liability at end of year $(68,588) $27,502 $(41,086) Less: Net deferred tax asset at beginning of year (25,259) Other adjustments: MNC Mortgage purchase accounting adjustments 800 Emerald Mortgage Company 1,199 Investments in debt and equity securities (15,286) ----------------------------------------------------------------------------- Deferred tax benefit $ (2,540) -----------------------------------------------------------------------------
58 NOTE 18 -- BUSINESS SEGMENT INFORMATION First Tennessee is primarily engaged in the banking business. However, significant operations are conducted in mortgage banking and the bond division. The mortgage banking operations consist of units which originate mortgages primarily to securitize and sell, and provide servicing for mortgages. The bond division buys and sells certain securities and loans. Total revenue, expense, and asset 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, they are to an extent subjective. This assignment and allocation has been consistently applied for all periods presented. The following table reflects the approximate amounts of consolidated revenue, expense, and assets for the three years ended December 31, for each segment:
Banking Mortgage Bond (Dollars in thousands) Group Banking Division Consolidated ------------------------------------------------------------------------------------ 1994 Interest income $ 596,396 $ 47,279 $ 24,984 $ 668,659 Interest expense 246,920 16,976 24,198 288,094 ------------------------------------------------------------------------------------ Net interest income 349,476 30,303 786 380,565 Other revenues 193,165 118,527 77,478 389,170 Other expenses 367,976 135,978 58,483 562,437 ------------------------------------------------------------------------------------ Pre-tax income $ 174,665 $ 12,852 $ 19,781 $ 207,298 ------------------------------------------------------------------------------------ Identifiable assets $9,606,021 $ 601,876 $314,514 $10,522,411 ------------------------------------------------------------------------------------ 1993 Interest income $ 567,212 $ 40,000 $ 17,770 $ 624,982 Interest expense 222,743 21,928 16,853 261,524 ------------------------------------------------------------------------------------ Net interest income 344,469 18,072 917 363,458 Other revenues 156,848 86,434 91,525 334,807 Other expenses 349,216 115,075 63,304 527,595 ------------------------------------------------------------------------------------ Pre-tax income $ 152,101 $ (10,569) $ 29,138 $ 170,670 ------------------------------------------------------------------------------------ Identifiable assets $8,599,146 $1,340,096 $427,455 $10,366,697 ------------------------------------------------------------------------------------ 1992 Interest income $ 588,596 $ 13,208 $ 19,507 $ 621,311 Interest expense 261,778 6,429 18,461 286,668 ------------------------------------------------------------------------------------ Net interest income 326,818 6,779 1,046 334,643 Other revenues 139,705 16,062 80,275 236,042 Other expenses 349,113 19,328 55,606 424,047 ------------------------------------------------------------------------------------ Pre-tax income $ 117,410 $ 3,513 $ 25,715 $ 146,638 ------------------------------------------------------------------------------------ Identifiable assets $8,684,720 $ 299,425 $416,481 $ 9,400,626 ------------------------------------------------------------------------------------
Capital expenditures and depreciation and amortization occurred primarily in the banking group. Capital expenditures were $38,451,000, $33,397,000, and $18,071,000 for the years ended December 31, 1994, 1993, and 1992, respectively. Depreciation and amortization was $53,683,000, $72,534,000, and $42,189,000 for 1994, 1993, and 1992, respectively. 59 NOTE 19 -- FAIR VALUE OF FINANCIAL INSTRUMENTS The fair value of financial instruments is disclosed to comply with SFAS No. 107, "Disclosure about Fair Value of Financial Instruments." The following table presents estimates of fair value for First Tennessee's financial instruments at December 31, 1994 and 1993:
Impact Book Fair Favorable Percent (Dollars in thousands) Value Value (Unfavorable) Change -------------------------------------------------------------------------------------------------------------------- At December 31, 1994: Assets: Loans,net of unearned income: Floating $ 2,789,567 $ 2,788,691 $ (876) -- Fixed 3,541,403 3,402,667 (138,736) 3.9 - Nonaccrual 16,539 16,539 -- -- Allowance for loan losses (106,989) (106,989) -- -- ------------------------------------------------------------------------------------------------------------------- Total net loans 6,240,520 6,100,908 (139,612) 2.2 - Liquid assets 440,410 440,410 -- -- Mortgage warehouse loans held for sale 369,869 370,420 551 .1 + Securities available for sale 1,151,277 1,151,277 -- -- Securities held to maturity 942,386 892,420 (49,966) 5.3 - Nonearning assets 834,091 834,091 -- -- ------------------------------------------------------------------------------------------------------------------- Liabilities: Deposits: Defined maturity $ 3,137,119 $ 3,110,514 $ 26,605 .8 + Undefined maturity 4,551,303 4,551,303 -- -- ------------------------------------------------------------------------------------------------------------------- Total deposits 7,688,422 7,661,817 26,605 .3 + Short-term borrowings 1,653,764 1,653,763 1 -- Long-term debt 93,771 99,946 (6,175) 6.6 - Other noninterest- bearing liabilities 156,035 153,413 2,622 1.7 + Note: See Note 20 - Financial Instruments with Off-Balance Sheet Risk for 1994 off-balance sheet information. ------------------------------------------------------------------------------------------------------------------- At December 31, 1993: Assets: Loans, net of unearned income: Floating $ 2,457,980 $ 2,459,995 $ 2,015 .1 + Fixed 2,953,026 3,076,258 123,232 4.2 + Nonaccrual 25,966 25,966 -- -- Allowance for loan losses (107,723) (107,723) -- -- -------------------------------------------------------------------------------------------------------------------- Total net loans 5,329,249 5,454,496 125,247 2.4 + Liquid assets 323,963 323,963 -- -- Mortgage warehouse loans held for sale 1,099,686 1,103,116 3,430 .3+ Securities held for sale 53,035 56,414 3,379 6.4 + Investment securities 2,220,087 2,263,256 43,169 1.9 + Nonearning assets 794,630 794,630 -- -- -------------------------------------------------------------------------------------------------------------------- Liabilities: Deposits: Defined maturity $ 2,694,537 $ 2,732,510 $ (37,973) 1.4 - Undefined maturity 4,708,044 4,708,044 -- -- -------------------------------------------------------------------------------------------------------------------- Total deposits 7,402,581 7,440,554 (37,973) .5 - Short-term borrowings 1,761,205 1,761,180 25 -- Long-term debt 92,043 108,961 (16,918) 18.4 - Other noninterest-bearing liabilities 189,448 189,624 (176) .1 - -------------------------------------------------------------------------------------------------------------------- Off-balance sheet: Interest rate swaps paying floating rates $ -- $ 291 $ 291 Futures and forwards -- 56 56 Standby letters of credit -- 2,124 2,124 Commitments to extend credit 3,493 3,493 -- --------------------------------------------------------------------------------------------------------------------
60 The following describes the assumptions and methodologies used to calculate the fair value for financial instruments: FLOATING RATE LOANS. With the exception of 1-4 family residential floating rate mortgage loans, the fair value of floating rate loans is approximated by the book value. Floating rate 1-4 family residential mortgage loans reprice annually and will lag movements in market rates; whereas, commercial and consumer loans reprice monthly. The fair value for floating rate mortgage loans is calculated by discounting future cash flows to their present value. Future cash flows, consisting of principal payments, interest payments, and repricings, are discounted with current First Tennessee prices for similar instruments applicable to the remaining maturity. Prepayment assumptions based on historical prepayment speeds have been applied to the 1-4 family residential floating rate mortgage portfolio. FIXED RATE LOANS. The fair value for fixed rate loans is calculated by discounting future cash flows to their present value. Future cash flows, consisting of both principal and interest payments, are discounted with current First Tennessee prices for similar instruments applicable to the remaining maturity. Prepayment assumptions based on historical prepayment speeds have been applied to the fixed rate mortgage and installment loan portfolios. NONACCRUAL LOANS. The fair value of nonaccrual loans is approximated by the book value. ALLOWANCE FOR LOAN LOSSES. The fair value of the allowance for loan losses is approximated by the book value. Additionally, the credit exposure known to exist in the loan portfolio is embodied in the allowance for loan losses. LIQUID ASSETS. The fair value of liquid assets is approximated by the book value. For the purpose of this disclosure, liquid assets consist of federal funds sold, securities purchased under agreements to resell, trading securities inventory, and investment in bank time deposits. MORTGAGE WAREHOUSE LOANS HELD FOR SALE. Market quotes are used for the fair value of mortgage warehouse loans held for sale. SECURITIES AVAILABLE FOR SALE. Market quotes are used for the fair value of securities available for sale. SECURITIES HELD TO MATURITY. Market quotes are used for the fair value of securities held to maturity. INVESTMENT SECURITIES. Market quotes are used for the fair value of investment securities. SECURITIES HELD FOR SALE. Market quotes are used for the fair value of securities held for sale. NONEARNING ASSETS. The fair value of nonearning assets are approximated by the book value. For the purpose of this disclosure, nonearning assets include cash and due from banks, accrued interest receivable, bond division receivables, and excess mortgage servicing fees. DEFINED MATURITY DEPOSITS. The fair value for defined maturity deposits is calculated by discounting future cash flows to their present value. Future cash flows, consisting of both principal and interest payments, are discounted with First Tennessee prices for similar instruments applicable to the remaining maturity. For the purpose of this disclosure, defined maturity deposits include all certificates of deposit and other time deposits. UNDEFINED MATURITY DEPOSITS. The fair value of undefined maturity deposits is required by the statement to equal 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 BORROWINGS. The fair value of federal funds purchased, securities sold under agreements to repurchase, commercial paper, and other short-term borrowings is approximated by the book value. Market quotes are used for Federal Home Loan Bank borrowings. LONG-TERM DEBT. The fair value for long-term debt is calculated by discounting future cash flows to their present value. Future cash flows, consisting of both principal and interest payments, are discounted using the current yield to maturity for First Tennessee's outstanding long-term debt as quoted by Keefe, Bruyette and Woods, Inc. OTHER NONINTEREST-BEARING LIABILITIES. For the purpose of this disclosure, other noninterest-bearing liabilities include accrued interest payable and bond division payables. Accrued interest, which is not payable until the maturity of an instrument, has been discounted to its present value given current market rates and the maturity structure of the financial instrument. The fair value of bond division payables is approximated by the book value. OFF-BALANCE SHEET. Market quotes are used for off-balance sheet hedging instruments (interest rate swaps, futures, and forwards). Fair values for standby letters of credit were estimated using fees currently charged to enter into similar agreements with similar maturities. The book value for commitments to extend credit, which approximates the fair value, represents accruals or deferred income arising from related unrecognized financial instruments. 61 NOTE 20 - OFF-BALANCE SHEET FINANCIAL INSTRUMENTS In the normal course of business, First Tennessee is a party to financial instruments containing credit and market risks that are not required to be reflected in a balance sheet. These financial instruments include commitments to extend credit, commercial and standby letters of credit, and off-balance sheet financial instruments. First Tennessee enters into transactions involving these instruments in order to meet the financial needs of its customers and manage its own exposure to fluctuations in interest rates. RISKS Credit risk is the possibility that a loss might occur from the failure of a counterparty to perform according to the terms of a transaction. Currently, First Tennessee enters into financial instrument transactions either through national exchanges, primary dealers, or AAA rated counterparties. Whenever possible mutual margining agreements are used to limit potential exposure. The credit risk associated with exchange-traded futures contracts is limited to the relevant clearing house. Options written do not expose First Tennessee to credit risk, except to the extent of the underlying risk in a financial instrument that First Tennessee may be obligated to acquire under certain written put options. 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 not to be of sufficient value. The credit exposure is limited to the amount of the fair value of the instrument rather than the notional amount. Although First Tennessee has a loan portfolio diversified by type of risk, the ability of its customers to honor their contracts is to some extent dependent upon their regional economic condition. In order to mitigate the impact of credit risk, First Tennessee manages the concentration of this risk across various geographical regions. First Tennessee grants commercial and consumer loans primarily to customers throughout Tennessee and its contiguous states. Mortgage loans are originated through offices in 20 states. Settlement Risk-On some off-balance sheet financial instruments, First Tennessee may have additional risk due to the underlying risk in the financial instruments that First Tennessee is or may be obligated to acquire and/or deliver under a contract but the counterparty fails to meet its obligations. First Tennessee believes its credit and settlement procedures reduce these risks. Market risk is the possibility that future changes in market rates or prices might decrease the value of First Tennessee's position. The measurement of market risk associated with financial instruments is meaningful only when all related and offsetting on- and off-balance-sheet hedges are aggregated, and the resulting net positions are identified. CONTROLS First Tennessee follows the same credit policies and underwriting practices in making commitments as it does for on-balance sheet instruments. Each customer's creditworthiness is evaluated on a case-by-case basis. In addition, for lending related off-balance sheet instruments, the amount of collateral obtained, if any, is based on management's credit evaluation of the counterparty. The use of financial instruments is monitored by management's Asset/Liability Committee (ALCO). The primary objective of ALCO is to manage market and interest rate risk by controlling and limiting the degree of earnings volatility attributable to changes in interest rates. Counterparty credit limits are reviewed and revised periodically by ALCO, in conjunction with senior credit officers, for each operating unit. In addition, controls and monitoring procedures for these instruments have been established and are routinely revised. OFF-BALANCE SHEET CREDIT COMMITMENTS Commitments to Extend Credit are agreements to lend to a customer at a future date, which generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments 62 are expected to expire without being drawn upon fully, the total commitment amounts do not necessarily represent future cash requirements. Commercial and Standby Letters of Credit The credit risk involved in issuing commercial and standby letters of credit is essentially the same as that involved in extending loan facilities to customers. At December 31, 1994 and 1993, First Tennessee's outstanding contractual commitments to extend credit and standby and commercial letters of credit included the following, which represented the maximum credit exposure associated with these instruments:
(Dollars in millions) 1994 1993 ------------------------------------------------------ Commitments to extend credit: Consumer credit card lines $1,735 $1,300 Consumer home equity 193 140 Commercial real estate, construction and land development 239 411 Mortgage Banking 625 560 Other 1,230 984 Standby and commercial letters of credit 212 170 ------------------------------------------------------ Total $4,234 $3,565 ------------------------------------------------------
Mortgage Loans Sold with Recourse In the normal course of business, First Tennessee may sell mortgage loans with recourse. As of December 31, 1994 and 1993, the principal amount outstanding was $607.7 million and $723.7 million, respectively. These loans were sold with an agreement to repurchase the loan upon default. Credit risk, to the extent of recourse, totaled approximately $312.3 million and $429.9 million at December 31, 1994 and 1993, respectively. A reserve has been established in order to cover any future defaults. These loans are reviewed on a regular basis to ensure that reserves are adequate to provide for foreclosure losses. The reserve was $11.3 million and $14.5 million at December 31, 1994 and 1993, respectively. OFF-BALANCE SHEET FINANCIAL INSTRUMENTS First Tennessee enters into a variety of off-balance sheet financial instruments as loan commitments and customer requests ("other activities" as shown in the following table), and as tools to alter the interest rate or maturity of assets and liabilities in order to achieve a desired rate sensitivity ("interest rate risk management activities"). These off-balance sheet financial instruments are designed to modify First Tennessee's exposure to changing interest and/or exchange rates. HELD OR ISSUED FOR PURPOSES OTHER THAN TRADING Other Activities First Tennessee enters into fixed and variable rate loan commitments with customers. Fixed rate loan commitments and variable rate loans commitments with contract rate adjustments that lag changes in market rates are financial instruments with characteristics similar to option contracts. For the purposes of this note they are considered off-balance sheet financial instruments. Interest Rate Risk Management Activities In the normal course of business, First Tennessee uses off-balance sheet financial instruments primarily to hedge potential fluctuations in income or market values. ALCO policy prohibits positions to generate speculative earnings. First Tennessee utilizes off-balance sheet financial instruments as part of its asset/liability management and mortgage banking hedging strategies. As a result of interest rate fluctuations, these off-balance sheet financial instruments will develop unrealized gains or losses that mitigate changes in the underlying hedged portion of the balance sheet. These off-balance sheet financial instruments when utilized effectively are designed to moderate the impact on earnings as interest rates move either up or down. The following table sets forth the notional or contractual amounts and related fair values for First Tennessee's off-balance sheet financial instruments at December 31, 1994, for both interest rate risk management and other activities. First Tennessee's maximum exposure resulting from off-balance sheet financial instruments at December 31, 1994, is represented by the fair value amounts. 63 HELD OR ISSUED FOR PURPOSES OTHER THAN TRADING AT DECEMBER 31
1994 1994 1993 Notional Fair Notional (Dollars in millions) Value Value Value -------------------------------------------------------------------------------------- Other activities: Loan commitments $4,022.3 2.3 $3,395.0 Commercial and Standby letters of credit 212.0 2.6 169.6 Foreign exchange contracts: Contracts to buy (.3) Contracts to sell .2 -------------------------------------------------------------------------------------- Net position (.1) --- 6.0* Interest rate options contracts: (2.8) --- (252.8) Written option contracts 2.8 --- 254.8 Purchased option contracts Interest rate risk management activities: Interest rate swaps agreements: Receive fixed/pay floating - amortizing 550.0 (33.3) 420.1 Basis swap 1,000.0 (35.3) 1,000.0 Interest rate forward contracts: Mortgage banking commitments to sell 246.7 863.4 Mortgage banking commitments to buy (22.6) --- -------------------------------------------------------------------------------------- Net position 224.1 .6* 863.4 Interest rate option contracts: Mortgage banking put option purchased 7.0 --- --- -------------------------------------------------------------------------------------- * Only net position available
Interest Rate Swaps The rate sensitive position of a bank can be altered either by holding fixed rate debt instruments in the securities portfolio and/or by holding off-balance sheet financial instruments. During the fourth quarter of 1993 and beginning of 1994, First Tennessee lengthened the maturity of prime rate loans and thus restructured the asset sensitive position created from the mortgage company acquisitions by executing index amortizing swaps. With these swaps First Tennessee receives a fixed interest rate and pays a floating rate applied to an amortizing notional principal amount. The notional total of the index amortizing swaps held by First Tennessee is $550 million. Approximately 54 percent of these have a final maturity in the fourth quarter of 1996 and the remainder have a final maturity in 1997 with the opportunity for $100 million of these to be called in 1995. As of December 31, 1994 and 1993, respectively, these swaps had depreciated market values of $33.3 million and $2.8 million. At December 31, 1994, First Tennessee had a $1 billion notional principal swap (basis swap) on which the fed funds rate, limited to an increase of 25 basis points each quarter (the cap), is received, and on which the prime rate less a fixed spread is paid. This swap was executed in May of 1993 and matures in May of 1996, and was intended to alter the relationship between the rate on money market accounts and the national prime rate in expectation of a narrowing between prime and short-term market rates. The notional amount approximated one-half of First Tennessee's loans indexed to the prime rate. Since the spread between the prime rate and fed funds rate has not narrowed as expected, and since the increase in the funds received has been limited by the cap, this swap had a depreciated market value of $35.3 million at December 31, 1994, compared to the favorable value of $2.0 million at December 31, 1993. Subsequent to year end, half of this swap was terminated in order to restructure the rate sensitive position and limit a portion of the loss going forward in a rising rate scenario. The following information illustrates the maturities, indices and weighted average rates received on the interest rate swaps, used by First Tennessee in its interest rate risk program as of December 31, 1994: Final Maturity In -------------------------------------------------------------------------- (Dollars in millions) 1995 1996 1997 Thereafter Total -------------------------------------------------------------------------- Amortizing swaps: Notional principal amount --- $300 $250* --- $550 First Tennessee receives a weighted average rate of 5.02 percent and pays either 3 month or 6 month LIBOR depending on the contractual arrangements. *$100 million has the opportunity of being called in 1995. 64 Final Maturity In --------------------------------------------------------------------------- (Dollars in millions) 1995 1996 1997 Thereafter Total --------------------------------------------------------------------------- Basis swap*: Notional principal amount --- $1,000 --- --- $1,000 First Tennessee receives the effective fed funds rate, limited to an increase of 25 basis points each quarter, and pays prime rate less 294 basis points. *Does not reflect the early termination of $500 million notional amount subsequent to year-end 1994 on which First Tennessee has no further obligations. ------------------------------------------------------------------------------- Interest Rate Forward and Futures Contracts Forward and futures contracts are contracts for delayed delivery of securities or financial instruments in which the seller agrees to make delivery at a specified future date of a specified instrument at a specified price or yield. These obligations are generally short term in nature. Risks arise from the possible inability of counterparties to meet the terms of the contracts and from movements in the instruments' value and interest rates. The contractual amounts significantly exceed the future cash requirements, since First Tennessee has the ability to offset open positions prior to settlement. The mortgage banking companies use forwards to hedge interest rates between the time the mortgage loan is committed to the customer and the time it is funded and securitized. Mortgage banking is committed to deliver mortgage loans under mandatory forward sales agreements. Such agreements may be filled with mortgage loans held for sale, mortgage loans purchased, or mortgage loans in process. Interest Rate Options First Tennessee purchases interest rate options as part of the interest rate risk management for the mortgage banking operations. In an increasing interest rate environment, purchased option contracts which give First Tennessee the right to sell mortgage loans to the seller of the option, are used to cover the uncertainty of more loan applications closing than expected. HELD OR ISSUED BOND DIVISION: In the normal course of business, the bond division buys and sells mortgage securities, municipal bonds, and other securities that settle on a delayed basis. These are considered forward contracts. These transactions are measured at fair value, and gains or losses are recognized in earnings as they occur. Futures contracts are utilized by the bond division, from time to time, to manage exposure arising from the inventory position. First Tennessee's ALCO policy allows the bond division the ability to execute off-balance sheet derivative financial instruments. As shown in the table below, the bond division's swap position is offset with a combination of option and futures contracts. HELD OR ISSUED FOR THE BOND DIVISION
1994 1993 ----------------------------------------------- ----------- At For The Period Ended At December 31 December 31 December 31 ------------------ ------------------------- ----------- Notional Fair Net Average Notional (Dollars in millions) Value Value Gain/(loss) Fair Value Value ---------------------------------------------------------------------------------------------------- Bond division activities: Forward contracts: Commitments to buy ($424.9) $ .9 $ $ ($656.7) Commitments to sell 502.3 (1.7) 602.6 ---------------------------------------------------------------------------------------------------- Net Position 77.4 (.8) $22.5 ($.8) (54.1) Futures: contracts: Contracts to buy (269.0) (.6) (.7) (.2) --- Contracts to sell --- --- .7 .1 --- --------------------------------------------------------------------------------------------------- Net Position (269.0) (.6) --- (.1) --- Option contracts: Option contract written (235.0) (.7) (.9) (.5) --- Option contract purchased 5.0 --- .5 --- --- --------------------------------------------------------------------------------------------------- Net position (230.0) (.7) (.4) (.5) --- Interest rate swap: Receive fixed /Pay floating 75.0 1.3 1.3 .7 --- ---------------------------------------------------------------------------------------------------
65 NOTE 21 -- OTHER INCOME AND OTHER EXPENSE Following is detail concerning "All other income" and "All other expense" as presented in the Consolidated Statements of Income:
(Dollars in thousands) 1994 1993 1992 ------------------------------------------------------------------------------------------------------------- All other income: Check clearing fees $ 16,125 $ 14,569 $ 12,956 Other service charges 7,221 9,296 6,942 Other 25,731 20,553 17,834 ------------------------------------------------------------------------------------------------------------- Total $ 49,077 $ 44,418 $ 37,732 ------------------------------------------------------------------------------------------------------------- All other expense: Legal and professional fees $ 12,665 $ 10,883 $ 11,228 Supplies 9,763 8,969 5,992 Advertising and public relations 9,635 7,335 5,852 Fed service fees 8,544 7,778 7,228 Contribution to charitable foundation 9,379 -- -- Travel and entertainment 8,112 7,255 5,301 Market adjustments to foreclosed real estate 3,032 378 3,180 Other 38,791 41,471 31,530 ------------------------------------------------------------------------------------------------------------- Total $ 99,921 $ 84,069 $ 70,311 -------------------------------------------------------------------------------------------------------------
66 NOTE 22 -- CONDENSED FINANCIAL INFORMATION Following are condensed statements of the parent company:
December 31 -------------------------- Statements of Condition (Dollars in thousands) 1994 1993 ---------------------------------------------------------------------------- Assets: Cash $ 193 $ 222 Securities purchased from subsidiary bank under agreements to resell 88,814 50,956 ---------------------------------------------------------------------------- Total cash and cash equivalents 89,007 51,178 Securities held to maturity 5,012 -- Securities available for sale 1,209 -- Investment securities -- 5,906 Notes receivable--long-term 75,000 75,000 Investments in subsidiaries at equity: Bank 734,117 671,420 Non-bank 13,605 11,168 Other assets 26,351 23,720 ---------------------------------------------------------------------------- Total assets $944,301 $838,392 ---------------------------------------------------------------------------- Liabilities and shareholders' equity: Commercial paper and other short-term borrowings $ 67,820 $ 32,283 Accrued employee benefits and other liabilities 39,050 23,081 Long-term debt 88,660 89,444 ---------------------------------------------------------------------------- Total liabilities 195,530 144,808 Shareholders' equity 748,771 693,584 ---------------------------------------------------------------------------- Total liabilities and shareholders' equity $944,301 $838,392 ----------------------------------------------------------------------------
67
Statements of Income Year Ended December 31 ------------------------------ (Dollars in thousands) 1994 1993 1992 ---------------------------------------------------------------- Dividend income: Bank $ 65,086 $ 41,837 $32,375 Non-bank 1,197 -- 6,283 ---------------------------------------------------------------- Total dividend income 66,283 41,837 38,658 Interest income 9,672 9,412 10,626 Management fees 19,166 18,611 16,529 Other income 103 29 3 Equity security gain -- -- 71 ---------------------------------------------------------------- Total income 95,224 69,889 65,887 ---------------------------------------------------------------- Interest expense: Short-term debt 1,296 927 838 Long-term debt 8,898 9,157 10,678 ---------------------------------------------------------------- Total interest expense 10,194 10,084 11,516 Salaries, employee benefits, and other expense 19,305 18,594 16,579 ---------------------------------------------------------------- Total expense 29,499 28,678 28,095 ---------------------------------------------------------------- Income before income taxes and equity in undistributed net income of subsidiaries 65,725 41,211 37,792 Applicable income taxes 743 (1,284) (2,342) ---------------------------------------------------------------- Income before equity in undistributed net income of subsidiaries 64,982 42,495 40,134 Equity in undistributed net income of subsidiaries: Bank 79,310 61,940 59,584 Non-bank 2,057 1,647 (9,297) ---------------------------------------------------------------- Net income $146,349 $106,082 $90,421 ----------------------------------------------------------------
68
Statements of Cash Flows Year Ended December 31 -------------------------------------------- (Dollars in thousands) 1994 1993 1992 ----------------------------------------------------------------------------------------- Operating activities: Net income $146,349 $106,082 $ 90,421 Less undistributed net income of subsidiaries 81,367 63,587 50,287 ----------------------------------------------------------------------------------------- Income before undistributed net income of subsidiaries 64,982 42,495 40,134 Adjustments to reconcile income to net cash provided by operating activities: Provision for deferred income taxes (45) (1,228) (1,077) Depreciation and amortization 2,282 2,405 2,149 Investment securities gains -- -- (71) Net (increase)/decrease in: Interest receivable (117) 291 156 Other assets (335) (611) 8,303 Net increase/(decrease) in: Interest payable 39 (329) (236) Other liabilities 1,385 2,942 (2,919) ----------------------------------------------------------------------------------------- Total adjustments 3,209 3,470 6,305 ----------------------------------------------------------------------------------------- Net cash provided by operating activities 68,191 45,965 46,439 ----------------------------------------------------------------------------------------- Investing activities: Proceeds from maturity of investment securities -- 5,000 -- Proceeds from sale of investment securities -- -- 1,084 Payments for purchase of investment securities (400) (5,439) -- Premises and equipment (1,139) (539) (378) Net decrease in loans -- 25,046 -- Return of investments 66 13 13 Investment in subsidiaries (1,462) (971) -- ----------------------------------------------------------------------------------------- Net cash provided/(used) by investing activities (2,935) 23,110 719 ----------------------------------------------------------------------------------------- Financing activities: Proceeds from exercise of stock options 2,457 2,014 5,272 Payments for: Long-term debt (850) (36,850) (426) Cash dividends (40,314) (50,730) (27,927) Equity distributions related to acquisitions (47) -- -- Repurchase of common stock (24,211) (4,797) (1,138) Increase/(decrease) in borrowings 35,538 10,427 198 ----------------------------------------------------------------------------------------- Net cash used by financing activities (27,427) (79,936) (24,021) ----------------------------------------------------------------------------------------- Net increase/(decrease) in cash and cash equivalents 37,829 (10,861) 23,137 ----------------------------------------------------------------------------------------- Cash and cash equivalents at beginning of year 51,178 62,039 38,902 ----------------------------------------------------------------------------------------- Cash and cash equivalents at end of year $ 89,007 $ 51,178 $ 62,039 ----------------------------------------------------------------------------------------- Total interest paid $ 10,119 $ 10,377 $ 11,680 Total income taxes paid 56,408 55,484 40,000 -----------------------------------------------------------------------------------------
69 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Shareholders and Board of Directors of First Tennessee National Corporation: We have audited the accompanying consolidated statements of condition of First Tennessee National Corporation (a Tennessee corporation) and subsidiaries as of December 31, 1994 and 1993, and the related consolidated statements of income, shareholders' equity and cash flows for each of the three years in the period ended December 31, 1994 . These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. 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 financial statements referred to above present fairly, in all material respects, the financial position of First Tennessee National Corporation and subsidiaries as of December 31, 1994 and 1993, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1994, in conformity with generally accepted accounting principles. As discussed in Notes 5 and 13 to the consolidated financial statements, effective January 1, 1994, the Company changed its methods of accounting for certain investments in debt and equity securities and accounting for postemployment benefits. Arthur Andersen LLP Memphis, Tennessee, January 17, 1995. 70
CONSOLIDATED HISTORICAL PERFORMANCE STATEMENTS OF INCOME (Unaudited) First Tennessee National Corporation ----------------------------------------------------------------------------------------------------------------------------------- Growth Rates (%) --------------- (Dollars in millions except per share data) 1994 1993 1992 1991 1990 1989 94/93 94/89 ----------------------------------------------------------------------------------------------------------------------------------- Interest income: Interest and fees on loans: Commercial $203.3 $171.8 $173.7 $204.9 $222.2 $236.7 18.3 + 3.0 - Consumer 164.1 126.2 112.6 114.1 117.8 112.8 30.0 + 7.8 + Mortgage warehouse loans held for sale 42.2 34.3 9.2 5.5 3.3 2.7 23.1 + 73.3 + Permanent mortgage 42.3 44.3 57.4 62.3 58.3 56.8 4.4 - 5.7 - Credit card receivables 56.6 51.1 53.2 53.0 46.2 38.5 10.7 + 8.0 + Real estate construction 11.4 7.3 6.0 13.1 25.4 31.6 55.7 + 18.4 - Investment securities: Taxable 122.8 169.6 181.1 145.7 128.0 103.7 27.6 - 3.4 + Tax-exempt 5.1 7.2 8.6 11.1 13.8 17.6 29.9 - 22.1 - Other earning assets: Investments in bank time deposits .2 .2 2.5 23.2 30.4 30.0 27.0 + 63.0 - Federal funds sold and securities purchased under agreements to resell 7.9 3.7 6.7 20.0 24.7 22.6 112.6 + 19.0 - Trading securities inventory 12.8 9.3 10.3 9.5 12.0 7.6 37.7 + 10.9 + -------------------------------------------------------------------------------------------------------------- Total interest income 668.7 625.0 621.3 662.4 682.1 660.6 7.0 + 0.2 + -------------------------------------------------------------------------------------------------------------- Interest expense: Deposits: Checking/Interest 8.8 10.3 12.2 15.2 15.9 23.8 14.0 - 14.2 - Savings 12.7 14.7 17.0 20.0 20.4 22.3 13.6 - 10.6 - Money market account 55.3 42.4 51.2 70.0 74.4 51.2 30.3 + 0.3 + Certificates of deposit under $100,000 and other time 118.2 114.5 143.7 185.6 201.5 198.7 3.2 + 9.9 - Certificates of deposit $100,000 and more 18.7 15.2 19.1 31.2 38.8 48.5 22.9 + 17.4 - Federal funds purchased and securities sold under agreements to repurchase 40.4 29.0 22.4 31.5 47.2 51.6 39.0 + 4.8 - Commercial paper and other short-term borrowings 23.8 25.6 9.5 7.4 7.5 7.7 6.9 - 25.3 + Federal Reserve Bank penalties 1.1 .5 .7 1.0 1.3 1.6 124.2 + 6.7 - Long-term debt 9.1 9.3 10.9 11.8 12.4 12.9 2.7 - 6.8 - -------------------------------------------------------------------------------------------------------------- Total interest expense 288.1 261.5 286.7 373.7 419.4 418.3 10.2 + 7.2 - -------------------------------------------------------------------------------------------------------------- Net interest income 380.6 363.5 334.6 288.7 262.7 242.3 4.7 + 9.4 + Provision for loan losses 16.7 35.7 44.2 55.4 64.8 64.5 53.1 - 23.7 - -------------------------------------------------------------------------------------------------------------- Net interest income after provision for loan losses 363.9 327.8 290.4 233.3 197.9 177.8 11.0 + 15.4 + -------------------------------------------------------------------------------------------------------------- Noninterest income: Mortgage banking 118.4 85.7 16.3 8.3 7.7 6.0 38.3 + 81.2 + Bond division 77.5 91.5 80.3 68.6 41.7 31.8 15.3 - 19.5 + Deposit transactions and cash management 63.2 57.4 52.9 45.3 39.2 36.6 10.1 + 11.6 + Bank card 31.4 28.5 26.6 25.8 22.3 20.5 10.3 + 8.9 + Trust services 28.9 26.5 23.8 21.0 18.0 16.6 9.0 + 11.8 + Equity securities gains/(losses) 24.2 (.5) .3 (.7) (1.0) 2.3 5,162.8 + 59.8 + Debt securities gains/(losses) (3.6) 1.3 (1.9) (.8) (.9) (.2) 381.2 - 80.0 - All other 49.1 44.4 37.7 27.5 32.0 32.6 10.5 + 8.5 + -------------------------------------------------------------------------------------------------------------- Total noninterest income 389.1 334.8 236.0 195.0 159.0 146.2 16.2 + 21.6 + -------------------------------------------------------------------------------------------------------------- Adjusted gross income after provision for loan losses 753.0 662.6 526.4 428.3 356.9 324.0 13.6 + 18.4 + -------------------------------------------------------------------------------------------------------------- Noninterest expense: Employee salaries, incentives, and benefits 294.9 265.8 198.9 168.3 144.4 144.0 10.9 + 15.4 + Operations services 33.2 28.5 24.2 21.8 18.4 3.8 16.6 + 54.1 + Occupancy 30.0 24.9 23.0 20.4 18.6 18.4 20.7 + 10.3 + Communications and courier 26.0 21.5 17.0 15.9 13.9 15.1 20.7 + 11.4 + Equipment rentals, depreciation, and maintenance 24.6 20.3 17.0 13.6 12.5 22.5 21.4 + 1.8 + Amortization of intangible assets 20.7 30.8 13.7 8.9 7.9 7.0 32.9 - 24.1 + Deposit insurance premium 16.4 16.0 15.7 12.8 7.1 5.1 2.5 + 26.5 + All other 99.9 84.1 70.3 64.3 53.5 55.7 18.9 + 12.4 + -------------------------------------------------------------------------------------------------------------- Total noninterest expense 545.7 491.9 379.8 326.0 276.3 271.6 10.9 + 15.0 + -------------------------------------------------------------------------------------------------------------- Income before income taxes 207.3 170.7 146.6 102.3 80.6 52.4 21.5 + 31.6 + Applicable income taxes 61.0 64.6 56.2 27.6 21.5 12.8 5.6 - 36.6 + -------------------------------------------------------------------------------------------------------------- Net income $146.3 $106.1 $ 90.4 $74.7 $ 59.1 $ 39.6 38.0 + 29.9 + -------------------------------------------------------------------------------------------------------------- Fully taxable equivalent adjustment $ 4.8 $ 6.2 $ 8.4 $10.5 $ 13.9 $ 18.0 22.5 - 23.0 - -------------------------------------------------------------------------------------------------------------- Net income per common share $ 4.56 $ 3.31 $ 2.99 $2.51 $ 1.96 $ 1.32 37.8 + 28.1 + --------------------------------------------------------------------------------------------------------------
Certain previously reported amounts have been reclassified to agree with current presentation. 71
SELECTED FINANCIAL DATA FIRST TENNESSEE NATIONAL CORPORATION ----------------------------------------------------------------------------------------------------------------------------------- (Dollars in millions except per share data) 1994 1993 1992 1991 1990 1989 ----------------------------------------------------------------------------------------------------------------------------------- Summary Interest income $ 668.7 $ 625.0 $ 621.3 $ 662.4 $ 682.1 $ 660.6 Income Less interest expense 288.1 261.5 286.7 373.7 419.4 418.3 Statements ---------------------------------------------------------------------------------------------------------------------- Net interest income 380.6 363.5 334.6 288.7 262.7 242.3 Provision for loan losses 16.7 35.7 44.2 55.4 64.8 64.5 ---------------------------------------------------------------------------------------------------------------------- Net interest income after provision for loan losses 363.9 327.8 290.4 233.3 197.9 177.8 Noninterest income 389.1 334.8 236.0 195.0 159.0 146.2 ---------------------------------------------------------------------------------------------------------------------- Adjusted gross income after provision for loan losses 753.0 662.6 526.4 428.3 356.9 324.0 Noninterest expense 545.7 491.9 379.8 326.0 276.3 271.6 ---------------------------------------------------------------------------------------------------------------------- Income before income taxes 207.3 170.7 146.6 102.3 80.6 52.4 Applicable income taxes 61.0 64.6 56.2 27.6 21.5 12.8 ---------------------------------------------------------------------------------------------------------------------- Net income $ 146.3 $ 106.1 $ 90.4 $ 74.7 $ 59.1 $ 39.6 ----------------------------------------------------------------------------------------------------------------------------------- Common Net income per common share $ 4.56 $ 3.31 $ 2.99 $ 2.51 $ 1.96 $ 1.32 Stock Cash dividends declared per common share 1.73 1.50 1.26 1.14 1.09 .96 Data Year-end book value per common share 23.51 21.65 19.72 18.93 17.51 16.54 Closing price of common stock per share: High 47 3/4 47 38 27 5/8 18 19 7/8 Low 37 3/8 36 1/8 26 3/8 14 3/8 12 15 7/8 Year-end 40 3/4 38 1/2 36 3/4 27 5/8 15 1/8 16 5/8 Dividends/price 3.6-4.6% 3.2-4.2% 3.3-4.8% 4.1-7.9% 6.1-9.1% 4.8-6.0% Dividends/earnings 37.9 45.3 42.1 45.4 55.6 72.7 Closing price/earnings 8.9x 11.6x 12.3x 11.0x 7.7x 12.6x Market capitalization $ 1,298.0 $ 1,233.2 $1,169.7 $ 821.2 $ 449.2 $ 502.6 Average shares outstanding (thousands) 32,114 32,031 30,220 29,716 30,114 30,103 Period-end shares outstanding (thousands) 31,853 32,032 31,829 29,727 29,701 30,234 Volume of shares traded (thousands) 23,346 25,486 21,394 15,714 8,620 9,928 ----------------------------------------------------------------------------------------------------------------------------------- Selected Total assets $10,127.9 $ 9,590.9 $8,591.9 $7,891.7 $7,433.4 $7,091.0 Average Total loans, net of unearned income* 6,431.0 5,360.9 4,689.2 4,477.8 4,330.7 4,265.8 Balances Investment securities 2,153.9 2,921.9 2,716.2 1,908.6 1,616.6 1,415.5 Earning assets 8,996.0 8,608.4 7,825.0 7,201.1 6,755.3 6,328.0 Deposits 7,513.1 6,984.2 6,822.8 6,354.4 5,915.6 5,636.9 Long-term debt 91.7 97.5 130.3 130.8 131.6 133.4 Shareholders' equity 730.3 660.3 603.5 540.1 509.1 490.7 ----------------------------------------------------------------------------------------------------------------------------------- Selected Total assets $10,522.4 $10,366.7 $9,400.6 $9,006.3 $7,721.1 $7,376.8 Period-End Total loans, net of unearned income* 6,717.4 6,536.7 4,890.4 4,689.3 4,481.5 4,299.6 Balances Investment securities 2,093.7 2,273.1 3,118.4 2,593.1 1,696.1 1,579.3 Earning assets 9,251.5 9,133.7 8,494.1 7,898.9 6,916.4 6,453.4 Deposits 7,688.4 7,402.6 7,161.9 7,007.3 6,222.6 5,794.4 Long-term debt 93.8 92.0 129.3 130.6 131.0 132.2 Shareholders' equity 748.8 693.6 627.6 562.6 520.2 500.1 ----------------------------------------------------------------------------------------------------------------------------------- Selected Return on average equity 20.04% 16.07% 14.98% 13.84% 11.61% 8.08% Ratios Return on average assets 1.45 1.11 1.05 .95 .80 .56 Net interest margin 4.28 4.29 4.38 4.15 4.09 4.11 Allowance for loan losses to loans, net of unearned income* 1.59 1.65 2.04 1.97 1.98 1.57 Net charge-offs to average loans, net of unearned income* .27 .54 .79 1.36 1.01 1.18 Average equity to average assets 7.21 6.88 7.02 6.84 6.85 6.92 Average tangible equity to average tangible assets 5.68 5.62 6.23 6.25 6.38 6.38 Average equity to average net loans* 11.55 12.57 13.15 12.32 11.98 11.69 ----------------------------------------------------------------------------------------------------------------------------------- Return to Stock appreciation 5.8% 4.8% 33.0% 82.6% (9.0)% 1.5% Shareholders Dividend yield 4.5 4.1 4.6 7.5 6.6 5.9 Annual return 10.3 8.9 37.6 90.1 (2.4) 7.4 -----------------------------------------------------------------------------------------------------------------------------------
* Includes mortgage warehouse loans held for sale reported on the Consolidated Statements of Condition. The notes to consolidated financial statements should be read in conjunction with this table. 72
CONSOLIDATED AVERAGE First Tennessee BALANCE SHEET AND National RELATED YIELDS AND RATES (Unaudited) Corporation ------------------------------------------------------------------------------------------------------------------------------ 1994 1993 ----------------------------- ---------------------------- Interest Average Interest Average (Fully taxable equivalent) Average Income/ Yields/ Average Income/ Yields/ (Dollars in millions) Balance Expense Rates Balance Expense Rates ------------------------------------------------------------------------------------------------------------------------------ Assets: Earning assets: Loans, net of unearned income: Commercial $ 2,684.0 $204.0 7.60% $2,358.0 $172.7 7.32% Consumer 2,055.9 164.1 7.98 1,505.5 126.2 8.38 Mortgage warehouse loans held for sale 583.3 42.2 7.24 480.0 34.3 7.14 Permanent mortgage 539.3 42.3 7.85 511.5 44.3 8.66 Credit card receivables 432.7 56.6 13.08 396.5 51.1 12.90 Real estate construction 117.3 11.4 9.71 82.0 7.3 8.92 Nonaccrual loans 18.5 1.4 7.25 27.4 1.6 5.74 ------------------------------------------------------------------------------------------------------------------------------ Total loans, net of unearned income 6,431.0 522.0 8.12 5,360.9 437.5 8.16 ------------------------------------------------------------------------------------------------------------------------------ Investment securities: U.S. Treasury and other U.S. government agencies 1,989.2 117.9 5.93 2,597.5 155.0 5.97 States and municipalities 81.6 7.7 9.45 108.0 10.8 10.00 Other 83.1 4.7 5.72 216.4 14.4 6.67 ------------------------------------------------------------------------------------------------------------------------------ Total investment securities 2,153.9 130.3 6.05 2,921.9 180.2 6.17 ------------------------------------------------------------------------------------------------------------------------------ Other earning assets: Investment in bank time deposits 5.3 .2 3.88 4.3 .2 3.84 Federal funds sold and securities purchased under agreements to resell 197.8 7.9 3.99 140.9 3.7 2.63 Trading securities inventory 208.0 13.1 6.28 180.4 9.6 5.34 ------------------------------------------------------------------------------------------------------------------------------ Total other earning assets 411.1 21.2 5.15 325.6 13.5 4.15 ------------------------------------------------------------------------------------------------------------------------------ Total earning assets 8,996.0 673.5 7.49 8,608.4 631.2 7.33 Allowance for loan losses (110.1) (106.4) Cash and due from banks 637.3 555.2 Premises and equipment, net 143.0 120.9 Bond division receivables and other assets 461.7 412.8 ------------------------------------------------------------------------------------------------------------------------------ Total assets / Interest income $10,127.9 $673.5 $9,590.9 $631.2 ------------------------------------------------------------------------------------------------------------------------------ Liabilities and shareholders' equity: Interest-bearing liabilities: Interest-bearing deposits: Checking/Interest $ 497.8 $ 8.8 1.77% $ 521.7 $ 10.3 1.97% Savings 660.5 12.7 1.92 544.4 14.7 2.70 Money market account 1,735.2 55.3 3.19 1,634.2 42.4 2.60 Certificates of deposit under $100,000 and other time 2,469.3 118.2 4.79 2,377.0 114.5 4.82 Certificates of deposit $100,000 and more 437.3 18.7 4.27 398.2 15.2 3.81 ------------------------------------------------------------------------------------------------------------------------------ Total interest-bearing deposits 5,800.1 213.7 3.68 5,475.5 197.1 3.60 Federal funds purchased and securities sold under agreements to repurchase 1,042.6 40.4 3.87 1,022.5 29.0 2.84 Commercial paper and other short-term borrowings 506.2 24.9 4.92 577.4 26.1 4.51 Long-term debt 91.7 9.1 9.90 97.5 9.3 9.57 ------------------------------------------------------------------------------------------------------------------------------ Total interest-bearing liabilities 7,440.6 288.1 3.87 7,172.9 261.5 3.65 Demand deposits 1,713.0 1,508.7 Bond division payables and other liabilities 244.0 249.0 Shareholders' equity 730.3 660.3 ------------------------------------------------------------------------------------------------------------------------------ Total liab. and shareholders' equity / Interest expense $10,127.9 $288.1 $9,590.9 $261.5 ------------------------------------------------------------------------------------------------------------------------------ Net interest income-tax equivalent basis / Yield $385.4 4.28% $369.7 4.29% Fully taxable equivalent adjustment (4.8) (6.2) ------------------------------------------------------------------------------------------------------------------------------ Net interest income $380.6 $363.5 ------------------------------------------------------------------------------------------------------------------------------ Net interest spread 3.62% 3.68% Effect of interest-free sources used to fund earning assets .66 .61 ------------------------------------------------------------------------------------------------------------------------------ Net interest margin 4.28% 4.29% ------------------------------------------------------------------------------------------------------------------------------ 1992 1991 ----------------------------- ---------------------------- Interest Average Interest Average (Fully taxable equivalent) Average Income/ Yields/ Average Income/ Yields/ (Dollars in millions) Balance Expense Rates Balance Expense Rates ------------------------------------------------------------------------------------------------------------------------------ Assets: Earning assets: Loans, net of unearned income: Commercial $2,256.9 $176.4 7.81% $2,173.2 $208.1 9.58% Consumer 1,212.3 112.6 9.29 1,073.8 114.1 10.63 Mortgage warehouse loans held for sale 106.7 9.2 8.59 58.6 5.5 9.34 Permanent mortgage 627.7 57.4 9.15 617.3 62.3 10.09 Credit card receivables 388.1 53.2 13.72 370.4 53.0 14.31 Real estate construction 58.9 6.0 10.21 123.8 13.1 10.59 Nonaccrual loans 38.6 1.3 3.36 60.7 2.1 3.39 ------------------------------------------------------------------------------------------------------------------------------ Total loans, net of unearned income 4,689.2 416.1 8.87 4,477.8 458.2 10.23 ------------------------------------------------------------------------------------------------------------------------------ Investment securities: U.S. Treasury and other U.S. government agencies 2,144.3 148.6 6.93 1,389.0 117.7 8.47 States and municipalities 125.5 12.9 10.25 152.7 16.0 10.50 Other 446.4 32.3 7.24 366.9 27.9 7.59 ------------------------------------------------------------------------------------------------------------------------------ Total investment securities 2,716.2 193.8 7.13 1,908.6 161.6 8.47 ------------------------------------------------------------------------------------------------------------------------------ Other earning assets: Investment in bank time deposits 40.6 2.5 6.04 331.1 23.2 7.02 Federal funds sold and securities purchased under agreements to resell 220.7 6.7 3.04 358.8 20.0 5.57 Trading securities inventory 158.3 10.6 6.70 124.8 9.9 7.94 ------------------------------------------------------------------------------------------------------------------------------ Total other earning assets 419.6 19.8 4.71 814.7 53.1 6.52 ------------------------------------------------------------------------------------------------------------------------------ Total earning assets 7,825.0 629.7 8.05 7,201.1 672.9 9.34 Allowance for loan losses (99.0) (95.1) Cash and due from banks 472.2 434.0 Premises and equipment, net 112.7 102.8 Bond division receivables and other assets 281.0 248.9 ------------------------------------------------------------------------------------------------------------------------------ Total assets / Interest income $8,591.9 $629.7 $7,891.7 $672.9 ------------------------------------------------------------------------------------------------------------------------------ Liabilities and shareholders' equity: Interest-bearing liabilities: Interest-bearing deposits: Checking/Interest $ 468.1 $ 12.2 2.61% $394.1 $ 15.2 3.85% Savings 502.3 17.0 3.39 410.7 20.0 4.87 Money market account 1,551.5 51.2 3.30 1,339.7 70.0 5.22 Certificates of deposit under $100,000 and other time 2,550.7 143.7 5.63 2,624.7 185.6 7.07 Certificates of deposit $100,000 and more 452.7 19.1 4.21 487.8 31.2 6.41 ------------------------------------------------------------------------------------------------------------------------------ Total interest-bearing deposits 5,525.3 243.2 4.40 5,257.0 322.0 6.13 Federal funds purchased and securities sold under agreements to repurchase 690.2 22.4 3.25 597.8 31.5 5.28 Commercial paper and other short-term borrowings 166.3 10.2 6.12 100.8 8.4 8.32 Long-term debt 130.3 10.9 8.36 130.8 11.8 9.02 ------------------------------------------------------------------------------------------------------------------------------ Total interest-bearing liabilities 6,512.1 286.7 4.40 6,086.4 373.7 6.14 Demand deposits 1,297.5 1,097.4 Bond division payables and other liabilities 178.8 167.8 Shareholders' equity 603.5 540.1 ------------------------------------------------------------------------------------------------------------------------------ Total liab. and shareholders' equity / Interest expense $8,591.9 $286.7 $7,891.7 $373.7 ------------------------------------------------------------------------------------------------------------------------------ Net interest income-tax equivalent basis / Yield $343.0 4.38% $299.2 4.15% Fully taxable equivalent adjustment (8.4) (10.5) ------------------------------------------------------------------------------------------------------------------------------ Net interest income $334.6 $288.7 ------------------------------------------------------------------------------------------------------------------------------ Net interest spread 3.65% 3.20% Effect of interest-free sources used to fund earning assets .73 .95 ------------------------------------------------------------------------------------------------------------------------------ Net interest margin 4.38% 4.15% ------------------------------------------------------------------------------------------------------------------------------
73
1990 1989 ----------------------------- ---------------------------- Interest Average Interest Average (Fully taxable equivalent) Average Income/ Yields/ Average Income/ Yields/ (Dollars in millions) Balance Expense Rates Balance Expense Rates ------------------------------------------------------------------------------------------------------------------------------ Assets: Earning assets: Loans, net of unearned income: Commercial $2,094.1 $225.2 10.76% $2,120.6 $243.3 11.47% Consumer 1,035.9 117.8 11.37 965.2 112.8 11.69 Mortgage warehouse loans held for sale 33.8 3.3 9.71 27.5 2.7 9.83 Permanent mortgage 571.8 58.3 10.20 567.7 56.8 10.00 Credit card receivables 313.7 46.2 14.73 264.1 38.5 14.56 Real estate construction 224.6 25.7 11.42 263.4 32.4 12.30 Nonaccrual loans 56.8 4.2 7.44 57.3 2.6 4.62 ------------------------------------------------------------------------------------------------------------------------------ Total loans, net of unearned income 4,330.7 480.7 11.10 4,265.8 489.1 11.47 ------------------------------------------------------------------------------------------------------------------------------ Investment securities: U.S. Treasury and other U.S. government agencies 1,195.4 109.0 9.11 986.3 87.6 8.88 States and municipalities 189.7 20.1 10.60 240.6 25.7 10.69 Other 231.5 18.8 8.13 188.6 15.7 8.34 ------------------------------------------------------------------------------------------------------------------------------ Total investment securities 1,616.6 147.9 9.15 1,415.5 129.0 9.12 ------------------------------------------------------------------------------------------------------------------------------ Other earning assets: Investment in bank time deposits 358.7 30.4 8.48 312.1 30.0 9.60 Federal funds sold and securities purchased under agreements to resell 313.9 24.7 7.85 251.2 22.6 9.01 Trading securities inventory 135.4 12.3 9.07 83.4 7.9 9.48 ------------------------------------------------------------------------------------------------------------------------------ Total other earning assets 808.0 67.4 8.34 646.7 60.5 9.36 ------------------------------------------------------------------------------------------------------------------------------ Total earning assets 6,755.3 696.0 10.30 6,328.0 678.6 10.72 Allowance for loan losses (81.9) (68.1) Cash and due from banks 442.9 521.3 Premises and equipment, net 93.4 91.8 Bond division receivables and other assets 223.7 218.0 ------------------------------------------------------------------------------------------------------------------------------ Total assets / Interest income $7,433.4 $696.0 $7,091.0 $678.6 ------------------------------------------------------------------------------------------------------------------------------ Liabilities and shareholders' equity: Interest-bearing liabilities: Interest-bearing deposits: Checking/Interest $ 376.7 $ 15.9 4.22% $ 439.4 $ 23.8 5.41% Savings 391.4 20.4 5.20 427.4 22.3 5.21 Money market account 1,145.6 74.4 6.50 829.1 51.2 6.18 Certificates of deposit under $100,000 and other time 2,480.0 201.5 8.13 2,292.2 198.7 8.67 Certificates of deposit $100,000 and more 490.2 38.8 7.92 572.5 48.5 8.47 ------------------------------------------------------------------------------------------------------------------------------ Total interest-bearing deposits 4,883.9 351.0 7.19 4,560.6 344.5 7.55 Federal funds purchased and securities sold under agreements to repurchase 631.0 47.2 7.47 601.2 51.6 8.59 Commercial paper and other short-term borrowings 91.1 8.8 9.67 70.5 9.3 13.20 Long-term debt 131.6 12.4 9.47 133.4 12.9 9.68 ------------------------------------------------------------------------------------------------------------------------------ Total interest-bearing liabilities 5,737.6 419.4 7.31 5,365.7 418.3 7.80 Demand deposits 1,031.7 1,076.3 Bond division payables and other liabilities 155.0 158.3 Shareholders' equity 509.1 490.7 ------------------------------------------------------------------------------------------------------------------------------ Total liab. and shareholders' equity / Interest expense $7,433.4 $419.4 $7,091.0 $418.3 ------------------------------------------------------------------------------------------------------------------------------ Net interest income-tax equivalent basis / Yield $276.6 4.09% $260.3 4.11% Fully taxable equivalent adjustment (13.9) (18.0) ------------------------------------------------------------------------------------------------------------------------------ Net interest income $262.7 $242.3 ------------------------------------------------------------------------------------------------------------------------------ Net interest spread 2.99% 2.92% Effect of interest-free sources used to fund earning assets 1.10 1.19 ------------------------------------------------------------------------------------------------------------------------------ Net interest margin 4.09% 4.11% ------------------------------------------------------------------------------------------------------------------------------ Average Balance Growth Rates (%) (Fully taxable equivalent) ------------------------- (Dollars in millions) 94/93 94/89 ---------------------------------------------------------------------------------------------- Assets: Earning assets: Loans, net of unearned income: Commercial 13.8 + 4.8 + Consumer 36.6 + 16.3 + Mortgage warehouse loans held for sale 21.5 + 84.2 + Permanent mortgage 5.4 + 1.0 - Credit card receivables 9.1 + 10.4 + Real estate construction 43.0 + 14.9 - Nonaccrual loans 32.5 - 20.2 - Total loans, net of unearned income 20.0 + 8.6 + Investment securities: U.S. Treasury and other U.S. government agencies 23.4 - 15.1 + States and municipalities 24.4 - 19.4 - Other 61.6 - 15.1 - Total investment securities 26.3 - 8.8 + Other earning assets: Investment in bank time deposits 23.3 + 55.7 - Federal funds sold and securities purchased under agreements to resell 40.4 + 4.7 - Trading securities inventory 15.3 + 20.1 + Total other earning assets 26.3 + 8.7 - Total earning assets 4.5 + 7.3 + Allowance for loan losses 3.5 + 10.1 + Cash and due from banks 14.8 + 4.1 + Premises and equipment, net 18.3 + 9.3 + Bond division receivables and other assets 11.8 + 16.2 + Total assets / Interest income 5.6 + 7.4 + Liabilities and shareholders' equity: Interest-bearing liabilities: Interest-bearing deposits: Checking/Interest 4.6 - 2.5 + Savings 21.3 + 9.1 + Money market account 6.2 + 15.9 + Certificates of deposit under $100,000 and other time 3.9 + 1.5 + Certificates of deposit $100,000 and more 9.8 + 5.2 - Total interest-bearing deposits 5.9 + 4.9 + Federal funds purchased and securities sold under agreements to repurchase 2.0 + 11.6 + Commercial paper and other short-term borrowings 12.3 - 48.3 + Long-term debt 5.9 - 7.2 - Total interest-bearing liabilities 3.7 + 6.8 + Demand deposits 13.5 + 9.7 + Bond division payables and other liabilities 2.0 - 9.0 + Shareholders' equity 10.6 + 8.3 + Total liab. and shareholders' equity / Interest expense 5.6 + 7.4 + Net interest income-tax equivalent basis / Yield Fully taxable equivalent adjustment Net interest income Net interest spread Effect of interest-free sources used to fund earning assets Net interest margin
Certain previously reported amounts have been reclassified to agree with current presentation. Yields and corresponding income amounts are adjusted to a fully taxable equivalent. 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. 74 SUMMARY OF QUARTERLY FINANCIAL INFORMATION -----------------------------------------------------------------------------------------------------------------------------------
1994 1993 ----------------------------------------- -------------------------------------- Fourth Third Second First Fourth Third Second First (Dollars in millions except per share data) Quarter Quarter Quarter Quarter Quarter Quarter Quarter Quarter ----------------------------------------------------------------------------------------------------------------------------------- Summary income information: Interest income $178.1 $170.9 $162.0 $157.7 $163.7 $156.6 $152.4 $152.3 Interest expense 85.5 75.3 65.9 61.4 67.4 66.0 63.8 64.3 Provision for loan losses 4.2 4.1 2.7 5.7 8.1 9.1 9.2 9.3 Noninterest income before securities transactions 91.4 90.6 88.3 98.2 101.8 84.3 74.9 73.0 Securities gains/(losses) ( 2.0) .2 7.7 14.7 ( .8) ( .1) .7 1.0 Noninterest expense 128.1 128.1 141.5 148.0 149.5 121.5 113.6 107.3 Net income 37.1 36.7 35.7 36.8 22.9 27.3 26.0 29.9 ----------------------------------------------------------------------------------------------------------------------------------- Net income per common share $ 1.16 $ 1.14 $ 1.11 $ 1.15 $ .70 $ .86 $ .81 $ .94 ----------------------------------------------------------------------------------------------------------------------------------- Common stock information: Closing price per share: High $ 47 1/2 $ 47 3/4 $ 45 1/4 $ 39 3/4 $ 40 1/2 $ 43 1/2 $ 47 $ 43 1/4 Low 39 3/4 43 1/2 37 3/4 37 3/8 36 1/4 38 7/8 37 3/4 36 1/8 Period-end 40 3/4 45 43 3/4 38 1/4 38 1/2 40 40 1/2 43 1/4 -----------------------------------------------------------------------------------------------------------------------------------
During 1994, First Tennessee acquired SNMC Management Corp., Highland Capital Management Corp., Cleveland Bank and Trust Co., and Planters Bank. Each of these acquisitions was accounted for as a pooling of interests, and accordingly the results of operations of all companies are reflected on a combined basis from the earliest period presented. MNC Mortgage Corp. was acquired on October 1, 1993, and Emerald Mortgage Co. was acquired on October 1, 1994. Each was accounted for as a purchase, and therefore, the results of operations of all companies are not reflected on a combined basis prior to their respective acquisition dates. EX-21 6 LIST OF PARENTS AND SUBSIDIARIES 1 Exhibit 21 PARENTS AND SUBSIDIARIES The following is a list of all subsidiaries of First Tennessee National Corporation at December 31, 1994. Each subsidiary is 100% owned by its immediate parent, and all are included in the Consolidated Financial Statements:
Type of Ownership Jurisdiction of Subsidiary By the Corporation Incorporation ---------- ------------------ ------------- Cleveland Bank and Trust Company Direct Tennessee Crown Finance Corporation* Direct Missouri Corona National Life Insurance Company* Indirect Arizona Crown Agency Corporation Indirect Missouri Crown Lending Corporation* Indirect Missouri First Tennessee Advisory Corporation* Direct Tennessee First Tennessee Bank National Association Direct United States Check Consultants, Incorporated Indirect Tennessee Check Consultants Company of Tennessee, Inc. Indirect Tennessee Countrywood Development Corporation* Indirect Tennessee East Tennessee Service Corporation Indirect Tennessee Tri-City Title Company* Indirect Tennessee Upper East Tennessee Insurance Agency Indirect Tennessee First Funds, Inc.* Indirect Tennessee First Tennessee Capital Assets Corporation Indirect Tennessee First Tennessee Data Services Corporation* Indirect Tennessee First Tennessee Brokerage, Inc. Indirect Tennessee First Tennessee Equipment Finance Corporation Indirect Tennessee Hickory Venture Capital Corporation Indirect Alabama JPO, Inc. Indirect Tennessee MNC Mortgage Corporation Indirect Maryland Atlantic Coast Mortgage Company Indirect Virginia Norlen, Inc* Indirect Tennessee Northeast Arkansas Computer Service Center, Inc.* Indirect Arkansas Northeast Mississippi Computer Service Center, Inc. Indirect Mississippi SNMC Management Corporation Indirect Delaware Sunbelt National Mortgage Corporation Indirect Illinois Southeast Missouri Computer Service Center, Inc.* Indirect Missouri West Tennessee Computer Service Center, Inc.* Indirect Tennessee TSMM Corporation Indirect Tennessee First Tennessee Bank National Association Mississippi Direct United States FTB Futures Corporation* Direct Tennessee Hickory Capital Corporation Direct Tennessee Highland Capital Management Corp. Direct Tennessee Mountain Financial Company* Direct Tennessee Norlen Life Insurance Company Direct Arizona Pence Mortgage Company* Direct Kentucky Peoples and Union Bank Direct Tennessee Planters Bank Direct Mississippi * Inactive.
EX-24 7 POWER OF ATTORNEY 1 EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint JAMES F. KEEN, CLYDE A. BILLINGS, JR., TERESA A. FEHRMAN, and ELBERT L. THOMAS, JR., jointly and each of them severally, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, 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, 1994 to be filed with the Securities and Exchange Commission, pursuant to the provisions of the Securities Exchange Act of 1934, by First Tennessee National Corporation ("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 Securities and Exchange Commission, 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 --------- ----- ---- RALPH HORN Chief Executive Officer March 23, 1995 --------------------------- (principal executive officer) Ralph Horn and a Director ELBERT L. THOMAS, JR. Senior Vice President March 23, 1995 --------------------------- and Chief Financial Officer Elbert L. Thomas, Jr. (principal financial officer) JAMES F. KEEN Senior Vice President and March 23, 1995 --------------------------- Controller (principal James F. Keen accounting officer) JACK A. BELZ Director March 23, 1995 --------------------------- Jack A. Belz ROBERT C. BLATTBERG Director March 23, 1995 --------------------------- Robert C. Blattberg J. R. HYDE, III Director March 23, 1995 --------------------------- J. R. Hyde, III R. BRAD MARTIN Director March 23, 1995 --------------------------- R. Brad Martin JOSEPH ORGILL, III Director March 23, 1995 --------------------------- Joseph Orgill, III RICHARD E. RAY Director March 23, 1995 --------------------------- Richard E. Ray
2 VICKI G. ROMAN Director March 23, 1995 --------------------------- Vicki G. Roman MICHAEL D. ROSE Director March 23, 1995 --------------------------- Michael D. Rose WILLIAM B. SANSOM Director March 23, 1995 --------------------------- William B. Sansom GORDON P. STREET, JR. Director March 23, 1995 --------------------------- Gordon P. Street, Jr. RONALD TERRY Director March 23, 1995 --------------------------- Ronald Terry
Page 2 of 2 EX-27 8 FINANCIAL DATA SCHEDULE
9 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FIRST TENNESSEE NATIONAL CORPORATION'S DECEMBER 31, 1994, FINANCIAL STATEMENTS FILED IN ITS 10-K AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCES TO SUCH FINANCIAL STATEMENTS. 1,000 YEAR DEC-31-1994 JAN-01-1994 DEC-31-1994 691,093 2,534 267,845 170,031 1,151,277 942,386 892,420 6,717,378 106,989 10,522,411 7,688,422 199,962 337,683 93,771 79,633 0 0 669,138 10,522,411 519,943 127,808 20,908 668,659 213,721 288,094 380,565 16,733 20,641 545,704 207,298 146,349 0 0 146,349 4.56 4.49 4.28 16,539 22,317 158 76,300 107,723 27,960 10,493 106,989 106,989 0 0