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

The loan portfolio was disaggregated into segments and then further disaggregated into classes for certain disclosures. GAAP defines a portfolio segment as the level at which an entity develops and documents a systematic method for determining its allowance for credit losses. A class is generally determined based on the initial measurement attribute (i.e., amortized cost or purchased credit impaired), risk characteristics of the loan, and FHN's method for monitoring and assessing credit risk. Commercial loan portfolio segments include C&I and CRE. Commercial classes within C&I include general C&I, loans to mortgage companies, the TRUPs portfolio and PCI loans. Commercial classes within commercial real estate include income CRE, residential CRE and PCI loans. Retail loan portfolio segments include consumer real estate, permanent mortgage, and the credit card and other portfolio. Retail classes include HELOC, R/E installment and PCI loans within the consumer real estate segment, permanent mortgage (which is both a segment and a class), and credit card and other.

FHN has a concentration of loans secured by residential real estate (39 percent of total loans), the majority of which is in the consumer real estate portfolio (35 percent of total loans). Loans to finance and insurance companies total $1.7 billion (22 percent of the C&I portfolio, or 11 percent of the total loans). FHN had loans to mortgage companies, commercial lines of credit to qualified mortgage companies exclusively for the temporary warehousing of eligible mortgage loans prior to the borrower's sale of those mortgage loans to third party investors, totaling $0.8 billion (10 percent of the C&I portfolio, or 5 percent of total loans) as of December 31, 2013. As a result, 32 percent of the C&I category was sensitive to impacts on the financial services industry.

On December 31, 2013, $5.5 billion of commercial loans were pledged to secure potential discount window borrowings from the Federal Reserve Bank. Additionally, as of December 31, 2013, FHN pledged all of its held-to-maturity first and second lien mortgages and HELOCs, excluding restricted real estate loans and secured borrowings, to secure potential borrowings from the FHLB-Cincinnati. Restricted and secured borrowings loans secure borrowings associated with both consolidated and nonconsolidated VIEs. See Note 24—Variable Interest Entities for additional discussion.

On June 7, 2013, FHN acquired substantially all of the assets and liabilities of MNB from the FDIC. The acquisition included approximately $249 million of loans. These loans were initially recorded at fair value which incorporates expected credit losses, among other things, in accordance with ASC 805 resulting in no carryover of allowance for loan loss from the acquiree. See Note 2 - Acquisitions and Divestitures for additional information regarding the acquisition. At acquisition, FHN designated certain loans as purchase credit impaired (see discussion below) with the remaining loans accounted for under ASC 310-20, "Nonrefundable Fees and Other Costs". For loans accounted for under ASC 310-20, the difference between the loans' book value to MNB and the estimated fair value at the time of the acquisition will be accreted back into interest income over the remaining contractual life and the subsequent accounting and reporting will be similar to FHN's originated loan portfolio.

ASC 310-30 "Accounting for Certain Loans or Debt Securities Acquired in a Transfer", provides guidance for acquired loans that have experienced deterioration of credit quality between origination and the time of acquisition and for which the timely collection of the interest and principal is no longer reasonably assured ("PCI loans"). FHN considered several factors when determining whether a loan met the definition of a PCI loan at the time of acquisition including accrual status, loan grade, delinquency trends, prior partial charge-offs, as well as both originated versus refreshed credit scores and ratios when available.

PCI loans are initially recorded at fair value which was estimated by discounting expected cash flows at acquisition date. The expected cash flow includes all contractually expected amounts (including interest) and incorporates an estimate for future expected credit losses, pre-payment assumptions, and yield requirement for a market participant, among other things. To the extent possible, certain PCI loans were aggregated into pools with composite interest rate and cash flows expected to be collected for the pool. Aggregation into loan pools is based on common risk characteristics that include similar credit risk or risk ratings, and one or more predominant risk characteristics. Generally, FHN pooled loans with smaller balances and common internal loan grades and portfolio types. Subsequent to the initial accounting at acquisition, each PCI pool is accounted for as a single unit.

The following table reflects FHN's contractually required payments receivable, cash flows expected to be collected, and the fair value of purchase credit impaired ("PCI") loans at the acquisition date of June 7, 2013.

In first quarter 2012, the Office of the Comptroller of Currency ("OCC") issued interagency guidance related to ALLL estimation and nonaccrual practices, and risk management policies for junior lien loans. As a result, FHN modified its nonaccrual policies in first quarter 2012, to place current second liens on nonaccrual if the first lien is owned or serviced by FHN and is 90 or more days past due. For non FHN-serviced first liens, in second, third and fourth quarters of 2013, FHN received information from a third party vendor regarding the performance status of those first liens and placed stand-alone second liens on nonaccrual if the first lien was 90 days or more past due or had been modified as a TDR. Because probable incurred losses had been contemplated in the allowance for loan loss estimate in prior quarters, this new information did not result in a significant increase in the ALLL.

In third quarter 2012, the OCC clarified that residential real estate loans in which personal liability has been discharged through Chapter 7 bankruptcy and not reaffirmed by the borrower are collateral dependent and should be reported as nonaccruing TDR. As a result, FHN charged-down such loans to the net realizable value of the collateral and the remaining balances were reported as nonaccruing TDRs regardless of the loan's delinquency status. The incremental provision expense and net charge-offs due to the implementation of this guidance were approximately $23 million and approximately $33 million in 2012, respectively.

Because of the composition of FHN's residential real estate portfolios, these changes most significantly impacted the consumer real estate portfolio segment. The level of nonperforming loans and TDRs in the consumer real estate and permanent mortgage portfolios was affected by the regulatory actions discussed above.

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

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

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

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

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

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

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

The following table provides a rollforward of the allowance for loan losses by portfolio segment for 2013, 2012 and 2011:
				Commercial		Consumer		Permanent		Credit Card
(Dollars in thousands)			C&I	Real Estate		Real Estate		Mortgage		and Other			Total
Balance as of January 1, 2011		$	239,469	$	155,085	$	192,350	$	65,009	$	12,886	$	664,799
Charge-offs (a)			(76,728)		(41,147)		(164,922)		(75,218)		(19,253)		(377,268)
Recoveries			16,562		11,047		16,019		5,375		3,817		52,820
Provision			(48,890)		(69,399)		121,630		31,028		9,631		44,000
Balance as of December 31, 2011			130,413		55,586		165,077		26,194		7,081		384,351
Allowance - individually evaluated for impairment			28,973		8,214		44,606		6,015		333		88,141
Allowance - collectively evaluated for impairment			101,440		47,372		120,471		20,179		6,748		296,210
Loans, net of unearned as of December 31, 2011:
	Individually evaluated for impairment		164,217		115,319		112,231		75,748		1,117		468,632
	Collectively evaluated for impairment		7,850,710		1,263,091		5,779,315		752,445		282,934		15,928,495
Total loans, net of unearned		$	8,014,927	$	1,378,410	$	5,891,546	$	828,193	$	284,051	$	16,397,127
Balance as of January 1, 2012		$	130,413	$	55,586	$	165,077	$	26,194	$	7,081	$	384,351
Charge-offs (b)			(30,887)		(19,977)		(147,918)		(13,604)		(12,624)		(225,010)
Recoveries			11,151		4,475		17,770		3,024		3,202		39,622
Provision (c)			(14,486)		(20,087)		94,020		9,314		9,239		78,000
Balance as of December 31, 2012			96,191		19,997		128,949		24,928		6,898		276,963
Allowance - individually evaluated for impairment			17,799		156		35,289		21,713		203		75,160
Allowance - collectively evaluated for impairment			78,392		19,841		93,660		3,215		6,695		201,803
Loans, net of unearned as of December 31, 2012:
	Individually evaluated for impairment		123,636		49,517		160,000		120,924		818		454,895
	Collectively evaluated for impairment		8,673,320		1,118,718		5,528,703		644,659		288,287		16,253,687
Total loans, net of unearned		$	8,796,956	$	1,168,235	$	5,688,703	$	765,583	$	289,105	$	16,708,582
Balance as of January 1, 2013		$	96,191	$	19,997	$	128,949	$	24,928	$	6,898	$	276,963
Charge-offs			(22,936)		(3,502)		(73,642)		(9,934)		(11,404)		(121,418)
Recoveries			12,487		4,275		21,360		2,473		2,669		43,264
Provision			704		(10,167)		50,118		5,024		9,321		55,000
Balance as of December 31, 2013			86,446		10,603		126,785		22,491		7,484		253,809
Allowance - individually evaluated for impairment			14,295		1,600		44,173		17,042		224		77,334
Allowance - collectively evaluated for impairment			72,132		8,218		82,601		5,449		7,258		175,658
Allowance - purchased credit impaired loans			19		785		11		-		2		817
Loans, net of unearned as of December 31, 2013:
	Individually evaluated for impairment		80,231		27,812		170,422		121,458		545		400,468
	Collectively evaluated for impairment		7,836,250		1,066,639		5,162,060		540,784		336,047		14,941,780
	Purchased credit impaired loans		7,095		38,828		889		-		14		46,826
Total loans, net of unearned		$	7,923,576	$	1,133,279	$	5,333,371	$	662,242	$	336,606	$	15,389,074

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

Impaired Loans

The following tables provide information at December 31, 2013 and 2012, by class related to individually impaired loans and consumer TDR's. Recorded investment is defined as the amount of the investment in a loan, before valuation allowance but which does reflect any direct write-down of the investment. For purposes of this disclosure, PCI loans and LOCOM have been excluded.

		2013
				Unpaid				Average		Interest
		Recorded		Principal		Related		Recorded		Income
(Dollars in thousands)		Investment		Balance		Allowance		Investment		Recognized
Impaired loans with no related allowance recorded:
Commercial:
	General C&I	$	26,626	$	28,089	$	-	$	46,486	$	108
	TRUPs		6,500		6,500		-		9,563		-
	Income CRE		8,524		16,552		-		21,304		168
	Residential CRE		0		0		-		8,145		122
	Total	$	41,650	$	51,141	$	-	$	85,498	$	398
Retail:
	HELOC (a)	$	16,825	$	38,624	$	-	$	19,418	$	-
	R/E installment loans (a)		11,009		14,062		-		11,955		-
	Permanent mortgage (a)		8,460		11,943		-		8,835		-
	Total	$	36,294	$	64,629	$	-	$	40,208	$	-
Impaired loans with related allowance recorded:
Commercial:
	General C&I	$	16,741	$	23,016	$	1,548	$	18,291	$	185
	TRUPs		33,610		33,610		12,747		37,791		-
	Income CRE		12,374		14,094		810		5,725		201
	Residential CRE		6,914		12,249		790		3,148		153
	Total	$	69,639	$	82,969	$	15,895	$	64,955	$	539
Retail:
	HELOC	$	70,297	$	71,692	$	16,506	$	66,154	$	1,821
	R/E installment loans		72,291		73,230		27,667		72,408		1,340
	Permanent mortgage		112,998		125,666		17,042		112,356		2,990
	Credit card & other		545		545		224		698		29
	Total	$	256,131	$	271,133	$	61,439	$	251,616	$	6,180
Total commercial		$	111,289	$	134,110	$	15,895	$	150,453	$	937
Total retail		$	292,425	$	335,762	$	61,439	$	291,824	$	6,180
Total impaired loans		$	403,714	$	469,872	$	77,334	$	442,277	$	7,117


		2012
				Unpaid				Average		Interest
		Recorded		Principal		Related		Recorded		Income
(Dollars in thousands)		Investment		Balance		Allowance		Investment		Recognized
Impaired loans with no related allowance recorded:
Commercial:
	General C&I	$	60,313	$	78,287	$	-	$	63,145	$	669
	TRUPs		24,000		24,000		-		43,848		-
	Income CRE		33,800		45,876		-		52,812		324
	Residential CRE		14,639		22,045		-		21,502		268
	Total	$	132,752	$	170,208	$	-	$	181,307	$	1,261
Retail:
	HELOC (a)	$	20,338	$	41,103	$	-	$	4,214	$	-
	R/E installment loans (a)		10,322		13,800		-		2,401		-
	Permanent mortgage (a)		9,210		11,616		-		2,848		-
	Total	$	39,870	$	66,519	$	-	$	9,463	$	-
Impaired loans with related allowance recorded:
Commercial:
	General C&I	$	10,301	$	10,301	$	1,991	$	16,182	$	100
	TRUPs		33,700		33,700		15,808		33,700		-
	Income CRE		1,078		1,078		156		1,699		54
	Residential CRE		-		-		-		11,873		-
	Total	$	45,079	$	45,079	$	17,955	$	63,454	$	154
Retail:
	HELOC	$	59,650	$	59,940	$	15,372	$	55,348	$	1,597
	R/E installment loans		69,690		70,277		19,917		67,409		1,136
	Permanent mortgage		111,714		123,879		21,713		93,731		2,818
	Credit card & other		818		818		203		960		32
	Total	$	241,872	$	254,914	$	57,205	$	217,448	$	5,583
Total commercial		$	177,831	$	215,287	$	17,955	$	244,761	$	1,415
Total retail		$	281,742	$	321,433	$	57,205	$	226,911	$	5,583
Total impaired loans		$	459,573	$	536,720	$	75,160	$	471,672	$	6,998

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

As previously discussed, FHN employs a dual grade commercial risk grading methodology to assign an estimate for PD and the LGD for each commercial loan using factors specific to various industry, portfolio, or product segments that result in a rank ordering of risk and the assignment of grades PD 1 to PD 16. Each PD grade corresponds to an estimated one-year default probability percentage; a PD 1 has the lowest expected default probability, and probabilities increase as grades progress down the scale. PD 1 through PD 12 are “pass” grades. PD grades 13-16 correspond to the regulatory-defined categories of special mention (13), substandard (14), doubtful (15), and loss (16). Pass loan grades are required to be reassessed annually or earlier whenever there has been a material change in the financial condition of the borrower or risk characteristics of the relationship. All commercial loans over $1 million and certain commercial loans over $500,000 that are graded 13 or worse are reassessed on a quarterly basis. LGD grades are assigned based on a scale of 1-12 and represent FHN's expected recovery based on collateral type in the event a loan defaults.

The following tables provide the balances of commercial loan portfolio classes with associated allowance, disaggregated by PD grade as of December 31, 2013 and 2012:
	December 31, 2013
			Loans to													Allowance
	General		Mortgage				Income		Residential					Percentage		for Loan
(Dollars in thousands)	C&I		Companies		TRUPS (a)		CRE		CRE		Total			of Total		Losses
PD Grade:
1	$	239,141	$	-	$	-	$	-	$	-	$	239,141		3	%	$	85
2		216,173		-		-		3,363		-		219,536		2			80
3		224,224		-		-		739		83		225,046		2			206
4		321,423		-		-		13,005		213		334,641		4			410
5		821,158		-		-		42,420		225		863,803		10			1,331
6		876,982		96,287		-		229,098		9,989		1,212,356		13			1,643
7		1,135,378		172,236		-		216,744		6,527		1,530,885		17			2,578
8		953,398		295,436		-		218,619		136		1,467,589		16			4,426
9		683,223		167,533		-		111,260		953		962,969		11			8,381
10		402,532		48,802		-		64,893		1,850		518,077		6			7,276
11		387,907		10,169		-		29,774		1,637		429,487		5			9,687
12		129,741		-		-		32,796		4,333		166,870		2			2,488
13		163,458		-		331,940		16,666		2,886		514,950		6			9,047
14,15,16		154,860		146		4,103		52,879		5,551		217,539		2			32,712
Collectively evaluated for impairment		6,709,598		790,609		336,043		1,032,256		34,383		8,902,889		99			80,350
Individually evaluated for impairment		43,367		-		36,864		20,898		6,914		108,043		1			15,895
Total commercial loans	$	6,752,965	$	790,609	$	372,907	$	1,053,154	$	41,297	$	9,010,932	(b)	100	%	$	96,245	(c)

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

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

The following tables reflect period-end balances and average FICO scores by origination vintage for the HELOC, real estate installment, and permanent mortgage classes of loans as of December 31, 2013 and 2012:

HELOC
	December 31, 2013						December 31, 2012
			Average		Average				Average		Average
(Dollars in thousands)	Period End		Origination		Refreshed		Period End		Origination		Refreshed
Origination Vintage	Balance		FICO		FICO		Balance		FICO		FICO
pre-2003	$	79,550		711		701	$	121,429		716		708
2003		141,215		725		711		224,840		733		724
2004		395,323		727		716		492,482		727		718
2005		531,839		732		720		616,956		734		719
2006		383,366		740		726		455,425		741		727
2007		406,299		744		728		480,057		745		728
2008		223,110		753		747		259,298		755		748
2009		115,863		750		744		142,069		752		747
2010		114,393		753		749		141,286		754		751
2011		112,595		758		753		137,966		760		758
2012		138,373		759		760		154,883		761		759
2013		164,665		759		762		-		-		-
Total	$	2,806,591		740		730	$	3,226,691		741		730


R/E Installment Loans	December 31, 2013						December 31, 2012
			Average		Average				Average		Average
(Dollars in thousands)	Period End		Origination		Refreshed		Period End		Origination		Refreshed
Origination Vintage	Balance		FICO		FICO		Balance		FICO		FICO
pre-2003	$	23,827		681		683	$	36,982		686		684
2003		74,451		716		725		111,571		720		728
2004		54,240		701		700		72,280		705		705
2005		161,205		717		711		209,290		718		712
2006		173,994		715		701		224,722		718		704
2007		249,198		725		709		317,846		727		711
2008		85,192		723		720		113,279		727		722
2009		38,842		742		737		59,800		746		743
2010		125,094		748		755		153,172		746		753
2011		335,343		760		760		409,574		760		762
2012		690,461		764		764		753,496		764		761
2013		514,933		757		754		-		-		-
Total	$	2,526,780		746		742	$	2,462,012		743		738

The following table reflects accruing and non-accruing loans by class on December 31, 2013:

	Accruing								Non-Accruing
			30-89		90+						30-89		90+		Total
			Days		Days		Total				Days		Days		Non-		Total
(Dollars in thousands)	Current		Past Due		Past Due		Accruing		Current		Past Due		Past Due		Accruing		Loans
Commercial (C&I):
General C&I	$	6,701,185	$	8,606	$	425	$	6,710,216	$	19,039	$	3,668	$	20,042	$	42,749	$	6,752,965
Loans to mortgage companies		790,463		-		-		790,463		-		-		146		146		790,609
TRUPs (a)		336,043		-		-		336,043		-		-		36,864		36,864		372,907
Purchased credit impaired loans		5,710		-		1,385		7,095		-		-		-		-		7,095
Total commercial (C&I)		7,833,401		8,606		1,810		7,843,817		19,039		3,668		57,052		79,759		7,923,576
Commercial real estate:
Income CRE		1,030,910		5,822		-		1,036,732		4,339		395		11,688		16,422		1,053,154
Residential CRE		39,295		323		-		39,618		130		-		1,549		1,679		41,297
Purchased credit impaired loans		34,786		2,964		1,078		38,828		-		-		-		-		38,828
Total commercial real estate		1,104,991		9,109		1,078		1,115,178		4,469		395		13,237		18,101		1,133,279
Consumer real estate:
HELOC		2,688,193		25,609		14,683		2,728,485		59,385		5,261		13,460		78,106		2,806,591
R/E installment loans		2,466,647		12,951		6,801		2,486,399		29,221		3,120		7,151		39,492		2,525,891
Purchased credit impaired loans		889		-		-		889		-		-		-		-		889
Total consumer real estate		5,155,729		38,560		21,484		5,215,773		88,606		8,381		20,611		117,598		5,333,371
Permanent mortgage		606,707		11,235		6,129		624,071		14,868		952		22,351		38,171		662,242
Credit card & other
Credit card		182,798		1,792		1,369		185,959		-		-		-		-		185,959
Other		147,846		996		394		149,236		1,397		-		-		1,397		150,633
Purchased credit impaired loans		14		-		-		14		-		-		-		-		14
Total credit card & other		330,658		2,788		1,763		335,209		1,397		-		-		1,397		336,606
Total loans, net of unearned	$	15,031,486	$	70,298	$	32,264	$	15,134,048	$	128,379	$	13,396	$	113,251	$	255,026	$	15,389,074

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

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

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

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

For all classes within the commercial portfolio segment, TDRs are typically modified through forbearance agreements (generally 6 to 12 months). Forbearance agreements could include reduced interest rates, reduced payments, release of guarantor in exchange for payment, or entering into short sale agreements. FHN's proprietary modification programs for consumer loans are generally structured using parameters of U.S. government-sponsored programs such as Home Affordable Modification Program (“HAMP”). Within the HELOC and R/E installment loans classes of the consumer portfolio segment, TDRs are typically modified by reducing the interest rate (in increments of 25 basis points to a minimum of 1 percent for up to 5 years) and a possible maturity date extension to reach an affordable housing debt ratio. Permanent mortgage TDRs are typically modified by reducing the interest rate (in increments of 25 basis points to a minimum of 2 percent for up to 5 years) and a possible maturity date extension to reach an affordable housing debt ratio. After 5 years the interest rate steps up 1 percent every year thereafter until it reaches the Federal Home Loan Mortgage Corporation ("Freddie Mac," "Freddie," or "FHLMC") Weekly Survey Rate cap. Contractual maturities may be extended to 40 years on permanent mortgages and to 30 years for consumer real estate loans. Within the credit card class of the consumer portfolio segment, TDRs are typically modified through either a short-term credit card hardship program or a longer-term credit card workout program. In the credit card hardship program, borrowers may be granted rate and payment reductions for 6 months to 1 year. In the credit card workout program, customers are granted a rate reduction to 0 percent and term extensions for up to 5 years to pay off the remaining balance.

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

On December 31, 2013 and 2012, FHN had $352.3 million and $358.0 million portfolio loans classified as TDRs, respectively. For TDRs in the loan portfolio, FHN had loan loss reserves of $64.6 million and $58.9 million, or 18 percent as of December 31, 2013, and 16 percent as of December 31, 2012. Additionally, FHN had restructured $193.9 million and $178.2 million of loans held-for-sale as of December 31, 2013 and 2012, respectively.

The following table reflects portfolio loans that were classified as TDRs during the years ended December 31, 2013 and 2012:

		2013					2012
			Pre-Modification		Post-Modification			Pre-Modification		Post-Modification
			Outstanding		Outstanding			Outstanding		Outstanding
(Dollars in thousands)		Number	Recorded Investment		Recorded Investment		Number	Recorded Investment		Recorded Investment
Commercial (C&I):
General C&I		13	$	17,968	$	17,784	25	$	24,451	$	24,620
	Total commercial (C&I)	13		17,968		17,784	25		24,451		24,620
Commercial real estate:
Income CRE		5		4,221		4,187	10		13,381		12,836
Residential CRE		-		-		-	2		88		87
	Total commercial real estate	5		4,221		4,187	12		13,469		12,923
Consumer real estate:
HELOC		354		26,606		26,224	901		35,078		34,852
R/E installment loans		426		30,400		30,104	738		31,870		30,993
	Total consumer real estate	780		57,006		56,328	1,639		66,948		65,845
Permanent mortgage		49		18,716		19,184	140		74,245		74,055
Credit card & other		50		233		221	201		1,121		1,081
Total troubled debt restructurings		897	$	98,144	$	97,704	2,017	$	180,234	$	178,524

The following table presents TDRs which re-defaulted during 2013 and 2012 and as to which the modification occurred 12 months or less prior to the re-default. Financing receivables that became classified as TDRs within the previous 12 months and for which there was a payment default during the period are calculated by first identifying TDRs that were in default during the period and then determining whether they were modified within the 12 months prior to the default. For purposes of this disclosure, FHN generally defines payment default as a loan being 30 or more days past due.

		2013			2012
			Recorded			Recorded
(Dollars in thousands)		Number	Investment		Number	Investment
Commercial (C&I):
General C&I		11	$	6,705	38	$	29,295
	Total commercial (C&I)	11		6,705	38		29,295
Commercial real estate:
Income CRE		4		1,548	23		20,172
Residential CRE		1		33	4		292
	Total commercial real estate	5		1,581	27		20,464
Consumer real estate:
HELOC		13		604	34		3,722
R/E installment loans		8		428	36		3,619
	Total consumer real estate	21		1,032	70		7,341
Permanent mortgage		17		7,832	15		6,014
Credit card & other		17		65	20		72
Total troubled debt restructurings		71	$	17,215	170	$	63,186

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