XML 52 R44.htm IDEA: XBRL DOCUMENT

Fair Value Of Assets And Liabilities (Tables)

3 Months Ended

Jun. 30, 2014

Fair Value Of Assets And Liabilities [Abstract]

Schedule Of Assets And Liabilities Measured At Fair Value On A Recurring Basis

Recurring Fair Value Measurements

The following table presents the balance of assets and liabilities measured at fair value on a recurring basis as of June 30, 2014:

			June 30, 2014
(Dollars in thousands)			Level 1		Level 2		Level 3		Total
Trading securities - capital markets:
	U.S. treasuries		$	-	$	235,389	$	-	$	235,389
	Government agency issued MBS			-		195,911		-		195,911
	Government agency issued CMO			-		175,799		-		175,799
	Other U.S. government agencies			-		71,228		-		71,228
	States and municipalities			-		41,144		-		41,144
	Corporate and other debt			-		402,348		5		402,353
	Equity, mutual funds, and other			-		22,040		-		22,040
		Total trading securities - capital markets		-		1,143,859		5		1,143,864
Trading securities - mortgage banking:
	Principal only			-		-		4,707		4,707
	Interest only			-		-		322		322
	Subordinated bonds			-		-		1,387		1,387
		Total trading securities - mortgage banking		-		-		6,416		6,416
Loans held-for-sale				-		-		232,487		232,487
Securities available-for-sale:
	U.S. treasuries			-		39,999		-		39,999
	Government agency issued MBS			-		762,842		-		762,842
	Government agency issued CMO			-		2,569,388		-		2,569,388
	Other U.S. government agencies			-		-		2,061		2,061
	States and municipalities			-		13,655		1,500		15,155
	Venture capital			-		-		2,300		2,300
	Equity, mutual funds, and other			25,995		-		-		25,995
		Total securities available-for-sale		25,995		3,385,884		5,861		3,417,740
Mortgage servicing rights				-		-		3,197		3,197
Other assets:
	Deferred compensation assets			24,860		-		-		24,860
	Derivatives, forwards and futures			5,119		-		-		5,119
	Derivatives, interest rate contracts			-		156,948		-		156,948
		Total other assets		29,979		156,948		-		186,927
		Total assets	$	55,974	$	4,686,691	$	247,966	$	4,990,631
Trading liabilities - capital markets:
	U.S. treasuries		$	-	$	479,210	$	-	$	479,210
	Government agency issued MBS			-		1,092		-		1,092
	Other U.S. government agencies			-		11,167		-		11,167
	States and municipalities			-		3,216		-		3,216
	Corporate and other debt			-		211,434		-		211,434
		Total trading liabilities - capital markets		-		706,119		-		706,119
Other liabilities:
	Derivatives, forwards and futures			5,310		-		-		5,310
	Derivatives, interest rate contracts			-		128,297		-		128,297
	Derivatives, other			-		4		4,725		4,729
		Total other liabilities		5,310		128,301		4,725		138,336
		Total liabilities	$	5,310	$	834,420	$	4,725	$	844,455

The following table presents the balance of assets and liabilities measured at fair value on a recurring basis as of June 30, 2013:

			June 30, 2013
(Dollars in thousands)			Level 1		Level 2		Level 3		Total
Trading securities - capital markets:
	U.S. treasuries		$	-	$	99,761	$	-	$	99,761
	Government agency issued MBS			-		446,797		-		446,797
	Government agency issued CMO			-		116,347		-		116,347
	Other U.S. government agencies			-		158,226		-		158,226
	States and municipalities			-		11,950		-		11,950
	Corporate and other debt			-		415,346		5		415,351
	Equity, mutual funds, and other			-		3,044		-		3,044
		Total trading securities - capital markets		-		1,251,471		5		1,251,476
Trading securities - mortgage banking:
	Principal only			-		-		5,264		5,264
	Interest only			-		-		10,608		10,608
		Total trading securities - mortgage banking		-		-		15,872		15,872
Loans held-for-sale				-		-		235,080		235,080
Securities available-for-sale:
	U.S. treasuries			-		39,997		-		39,997
	Government agency issued MBS (a)			-		991,762		-		991,762
	Government agency issued CMO			-		1,954,038		-		1,954,038
	Other U.S. government agencies			-		-		2,854		2,854
	States and municipalities			-		14,945		1,500		16,445
	Venture capital			-		-		4,300		4,300
	Equity, mutual funds, and other			14,475		-		-		14,475
		Total securities available-for-sale (a)		14,475		3,000,742		8,654		3,023,871
Mortgage servicing rights				-		-		113,853		113,853
Other assets:
	Deferred compensation assets			22,302		-		-		22,302
	Derivatives, forwards and futures			26,402		-		-		26,402
	Derivatives, interest rate contracts			-		209,357		-		209,357
		Total other assets		48,704		209,357		-		258,061
		Total assets (a)	$	63,179	$	4,461,570	$	373,464	$	4,898,213
Trading liabilities - capital markets:
	U.S. treasuries		$	-	$	267,427	$	-	$	267,427
	Government agency issued MBS			-		3,977		-		3,977
	Government agency issued CMO			-		20,927		-		20,927
	Other U.S. government agencies			-		43,425		-		43,425
	Corporate and other debt			-		258,359		-		258,359
	Equity, mutual funds, and other			-		2,754		-		2,754
		Total trading liabilities - capital markets		-		596,869		-		596,869

Other short-term borrowings				-		-		12,349		12,349
Other liabilities:
	Derivatives, forwards and futures			35,027		-		-		35,027
	Derivatives, interest rate contracts			-		161,267		-		161,267
	Derivatives, other			-		-		2,195		2,195
		Total other liabilities		35,027		161,267		2,195		198,489
		Total liabilities	$	35,027	$	758,136	$	14,544	$	807,707
(a)	Balance has been re-presented due to purchase accounting adjustments made in third quarter 2013.

Summary Of Changes In Level 3 Assets And Liabilities Measured At Fair Value

Changes in Recurring Level 3 Fair Value Measurements

The changes in Level 3 assets and liabilities measured at fair value for the three months ended June 30, 2014 and 2013, on a recurring basis are summarized as follows:

			Three Months Ended June 30, 2014
										Securities available-for-sale						Mortgage
			Trading			Loans held-				Investment			Venture			servicing				Net derivative
(Dollars in thousands)			securities			for-sale				portfolio			Capital			rights, net				liabilities
Balance on April 1, 2014			$	6,593			$	229,219			$	3,682	$	4,300			$	4,687			$	(4,945)
	Total net gains/(losses) included in:
		Net income		43				8,214				-		(2,000)				113				(101)
		Other comprehensive income /(loss)		-				-				(15)		-				-				-
	Purchases			-				476				-		-				-				-
	Issuances			-				-				-		-				-				-
	Sales			-				-				-		-				(1,400)				-
	Settlements			(215)				(4,607)				(106)		-				(203)				321
	Net transfers into/(out of) Level 3			-				(815)	(b)			-		-				-				-
Balance on June 30, 2014			$	6,421			$	232,487			$	3,561	$	2,300			$	3,197			$	(4,725)
Net unrealized gains/(losses) included in net income			$	74	(a)		$	8,214	(a)		$	-	$	(2,000)	(c)		$	77	(a)		$	(101)	(d)

			Three Months Ended June 30, 2013
										Securities available-for-sale					Mortgage								Other
			Trading			Loans held-				Investment			Venture		servicing				Net derivative				short-term
(Dollars in thousands)			securities			for-sale				portfolio			Capital		rights, net				liabilities				borrowings
Balance on April 1, 2013			$	16,459			$	232,684			$	4,776	$	4,300		$	109,102			$	(2,050)			$	(10,984)
	Total net gains/(losses) included in:
		Net income		1,608				(2,310)				-		-			10,502				(466)				(1,365)
		Other comprehensive income /(loss)		-				-				(39)		-			-				-				-
	Purchases			-				19,042				-		-			-				-				-
	Issuances			-				-				-		-			-				-				-
	Sales			-				-				-		-			-				-				-
	Settlements			(2,190)				(10,372)				(383)		-			(5,751)				321				-
	Net transfers into/(out of) Level 3			-				(3,964)	(b)			-		-			-				-				-
Balance on June 30, 2013			$	15,877			$	235,080			$	4,354	$	4,300		$	113,853			$	(2,195)			$	(12,349)
Net unrealized gains/(losses) included in net income			$	(1,156)	(a)		$	(2,310)	(a)		$	-	$	-		$	10,391	(a)		$	(466)	(d)		$	(1,365)	(a)

Primarily included in mortgage banking income on the Consolidated Condensed Statements of Income.
Transfers out of recurring loans held-for-sale level 3 balances reflect movements out of loans held-for-sale and into real estate acquired by foreclosure (level 3 nonrecurring).
Represents recognized gains and losses attributable to venture capital investments classified within securities available-for-sale that are included in securities gains/(losses) in noninterest income.
Included in Other expense.

Changes in Recurring Level 3 Fair Value Measurements

The changes in Level 3 assets and liabilities measured at fair value for the six months ended June 30, 2014 and 2013, on a recurring basis are summarized as follows:

			Six Months Ended June 30, 2014
											Securities available-for-sale					Mortgage
			Trading			Loans held-				Investment			Venture			servicing				Net derivative
(Dollars in thousands)			securities			for-sale				portfolio			Capital			rights, net				liabilities
Balance on January 1, 2014			$	7,200			$	230,456			$	3,826	$	4,300			$	72,793			$	(2,915)
	Total net gains/(losses) included in:
		Net income		(42)				9,401				-		(2,000)				1,246				(2,442)
		Other comprehensive income / (loss)		-				-				(32)		-				-				-
	Purchases			1,559				4,582				-		-				-				-
	Issuances			-				-				-		-				-				-
	Sales			(1,715)				-				-		-				(69,919)				-
	Settlements			(581)				(8,800)				(233)		-				(923)				632
	Net transfers into/(out of) Level 3			-				(3,152)	(b)			-		-				-				-
Balance on June 30, 2014			$	6,421			$	232,487			$	3,561	$	2,300			$	3,197			$	(4,725)
Net unrealized gains/(losses) included in net income			$	34	(a)		$	9,401	(a)		$	-	$	(2,000)	(c)		$	150	(a)		$	(2,442)	(d)

			Six Months Ended June 30, 2013
											Securities available-for-sale				Mortgage								Other
			Trading			Loans held-				Investment			Venture		servicing				Net derivative				short-term
(Dollars in thousands)			securities			for-sale				portfolio			Capital		rights, net				liabilities				borrowings
Balance on January 1, 2013			$	17,992			$	221,094			$	5,253	$	4,300		$	114,311			$	(2,175)			$	(11,156)
	Total net gains/(losses) included in:
		Net income		2,529				(2,135)				-		-			11,335				(652)				(1,193)
		Other comprehensive income /(loss)		-				-				(76)		-			-				-				-
	Purchases			-				37,509				-		-			-				-				-
	Issuances			-				-				-		-			-				-				-
	Sales			-				-				-		-			-				-				-
	Settlements			(4,644)				(14,600)				(823)		-			(11,793)				632				-
	Net transfers into/(out of) Level 3			-				(6,788)	(b)			-		-			-				-				-
Balance on June 30, 2013			$	15,877			$	235,080			$	4,354	$	4,300		$	113,853			$	(2,195)			$	(12,349)
Net unrealized gains/(losses) included in net income			$	1,587	(a)		$	(2,135)	(a)		$	-	$	-		$	11,316	(a)		$	(652)	(d)		$	(1,193)	(a)

Primarily included in mortgage banking income on the Consolidated Condensed Statements of Income.
Transfers out of recurring loans held-for-sale level 3 balances reflect movements out of loans held-for-sale and into real estate acquired by foreclosure (level 3 nonrecurring).
Represents recognized gains and losses attributable to venture capital investments classified within securities available-for-sale that are included in securities gains/(losses) in noninterest income.
Included in Other expense

Nonrecurring Fair Value Measurements

From time to time, FHN may be required to measure certain other financial assets at fair value on a nonrecurring basis in accordance with GAAP. These adjustments to fair value usually result from the application of LOCOM accounting or write-downs of individual assets. For assets measured at fair value on a nonrecurring basis which were still held on the balance sheet at June 30, 2014 and 2013, respectively, the following tables provide the level of valuation assumptions used to determine each adjustment, the related carrying value, and the fair value adjustments recorded during the respective periods.

									Three Months Ended		Six Months Ended
	Carrying value at June 30, 2014								June 30, 2014		June 30, 2014
(Dollars in thousands)	Level 1		Level 2		Level 3		Total		Net gains/(losses)		Net gains/(losses)
Loans held-for-sale - SBAs	$	-	$	3,471	$	-	$	3,471	$	1	$	43
Loans held-for-sale - first mortgages		-		-		9,004		9,004		7		(10)
Loans, net of unearned income (a)		-		-		53,652		53,652		757		1,245
Real estate acquired by foreclosure (b)		-		-		38,781		38,781		(533)		(1,391)
Other assets (c)		-		-		61,093		61,093		(849)		(2,101)
									$	(617)	$	(2,214)

									Three Months Ended		Six Months Ended
	Carrying value at June 30, 2013								June 30, 2013		June 30, 2013
(Dollars in thousands)	Level 1		Level 2		Level 3		Total		Net gains/(losses)		Net gains/(losses)
Loans held-for-sale - first mortgages	$	-	$	-	$	10,607	$	10,607	$	(144)	$	(60)
Loans, net of unearned income (a)		-		-		105,826		105,826		(1,771)		(1,977)
Real estate acquired by foreclosure (b) (d)		-		-		51,342		51,342		(1,933)		(2,952)
Other assets (c)		-		-		71,483		71,483		(1,437)		(3,046)
									$	(5,285)	$	(8,035)
Certain previously reported amount have been reclassified to agree with current presentation.

Represents carrying value of loans for which adjustments are required to be based on the appraised value of the collateral. Write-downs on these loans are recognized as part of provision.
Represents the fair value and related losses of foreclosed properties that were measured subsequent to their initial classification as foreclosed assets. Balance excludes foreclosed real estate related to government insured mortgages.
Represents tax credit investments.
Balance has been re-presented due to purchase accounting adjustments made in third quarter 2013

Schedule Of Unobservable Inputs Utilized In Determining The Fair Value Of Level 3 Recurring And Non-Recurring Measurements

Level 3 Measurements

The following tables provide information regarding the unobservable inputs utilized in determining the fair value of level 3 recurring and non-recurring measurements as of June 30, 2014 and 2013:

(Dollars in Thousands)
	Fair Value at
Level 3 Class	June 30, 2014		Valuation Techniques	Unobservable Input	Values Utilized
Trading securities - mortgage (a)	$	6,416	Discounted cash flow	Prepayment speeds	43% - 47%
				Discount rate	40% - 85%
Loans held-for-sale - residential real estate		241,491	Discounted cash flow	Prepayment speeds - First mortgage	6% - 10%
				Prepayment speeds - Heloc	5% - 15%
				Credit spreads	2% - 4%
				Delinquency adjustment factor	15% - 25% added to credit spread
				Loss severity trends - First mortgage	50% - 60% of UPB
				Loss Severity trends - Heloc	50% - 100% of UPB
				Draw rate - Heloc	5% - 12%
Venture capital investments		2,300	Industry comparables	Adjustment for minority interest and small business status	40% - 50% discount
			Industry - specific discount	Reduction of cash flow estimates due to industry uncertainty	40%
			Discounted cash flow	Discount rate	25% - 30%
				Earnings capitalization rate	20% - 25%
Mortgage servicing rights (a)		3,197	Discounted cash flow	Prepayment speeds	15.2 CPR
				Discount rate	9.8%
				Cost to service	$141.40/Loan
				Earnings on escrow	1.385%
Derivative liabilities, other		4,725	Discounted cash flow	Visa covered litigation resolution amount	$4.4 billion - $5.2 billion
				Probability of resolution scenarios	10% - 30%
				Time until resolution	12 - 42 months
Loans, net of unearned income (b)		53,652	Appraisals from comparable properties	Marketability adjustments for specific properties	0% - 10% of appraisal
			Other collateral valuations	Borrowing base certificates adjustment	20% - 50% of gross value
				Financial Statements/Auction values adjustment	0% - 25% of reported value
Real estate acquired by foreclosure (c)		38,781	Appraisals from comparable properties	Adjustment for value changes since appraisal	0% - 10% of appraisal
Other assets (d)		61,093	Discounted cash flow	Adjustments to current sales yields for specific properties	0% - 15% adjustment to yield
			Appraisals from comparable properties	Marketability adjustments for specific properties	0% - 25% of appraisal

The unobservable inputs for principal-only and interest-only trading securities, MSR and subordinated bonds are discussed in the Mortgage servicing rights and other retained interests paragraph.
Represents carrying value of loans for which adjustments are required to be based on the appraised value of the collateral. Write-downs on these loans are recognized as part of provision.
Represents the fair value of foreclosed properties that were measured subsequent to their initial classification as foreclosed assets. Balance excludes foreclosed real estate related to government insured mortgages.
Represents tax credit investments.

(Dollars in Thousands)
	Fair Value at
Level 3 Class	June 30, 2013		Valuation Techniques	Unobservable Input	Values Utilized
Trading securities - mortgage	$	15,872	Discounted cash flow	Prepayment speeds	17%
				Discount rate	27%
Loans held-for-sale - residential real estate		245,687	Discounted cash flow	Prepayment speeds	6% - 10%
				Credit spreads	2% - 4%
				Delinquency adjustment factor	15% - 25% added to credit spread
				Loss severity trends	50% - 60% of UPB
Venture capital investments		4,300	Industry comparables	Adjustment for minority interest and small business status	40% - 50% discount
			Discounted cash flow	Discount rate	25% - 30%
				Earnings capitalization rate	20% - 25%
Mortgage servicing rights		113,853	Discounted cash flow	Prepayment speeds	19.1 CPR
				Discount rate	11.7%
				Cost to service	$117.90/Loan
				Earnings on escrow	1.385%
Other short-term borrowings		12,349	Discounted cash flow	(a)	(a)
Derivative liabilities, other		2,195	Discounted cash flow	Visa covered litigation resolution amount	$4.4 billion - $5.0 billion
				Probability of resolution scenarios	10% - 60%
				Time until resolution	6 - 24 months
Loans, net of unearned income (b)		105,826	Appraisals from comparable properties	Marketability adjustments for specific properties	0% - 10% of appraisal
			Other collateral valuations	Borrowing base certificates adjustment	20% - 50% of gross value
				Financial Statements/Auction Values adjustment	0% - 25% of reported value
Real estate acquired by foreclosure (c) (d)		51,342	Appraisals from comparable properties	Adjustment for value changes since appraisal	0% - 10% of appraisal
Other assets (e)		71,483	Discounted cash flow	Adjustments to current sales yields for specific properties	0% - 15% adjustment to yield
			Appraisals from comparable properties	Marketability adjustments for specific properties	0% - 25% of appraisal

The inputs and associated ranges for Other short-term borrowings mirror those of the related MSR.
Represents carrying value of loans for which adjustments are required to be based on the appraised value of the collateral. Write-downs on these loans are recognized as part of provision.
Represents the fair value of foreclosed properties that were measured subsequent to their initial classification as foreclosed assets. Balance excludes foreclosed real estate related to government insured mortgages.
Balance has been re-presented due to purchase accounting adjustments made in third quarter 2013.
Represents tax credit investments.

Summary Of Differences Between The Fair Value Carrying Amount Of Mortgages Held-For-Sale And Aggregate Unpaid Principal Amount

The following tables reflect the differences between the fair value carrying amount of residential real estate loans held-for-sale measured at fair value in accordance with management’s election and the aggregate unpaid principal amount FHN is contractually entitled to receive at maturity.
		June 30, 2014
(Dollars in thousands)		Fair value carrying amount		Aggregate unpaid principal		Fair value carrying amount less aggregate unpaid principal
Residential real estate loans held-for-sale reported at fair value:
	Total loans	$	232,487	$	367,173		$	(134,686)
	Nonaccrual loans		69,571		134,014			(64,443)
	Loans 90 days or more past due and still accruing		7,291		13,504			(6,213)


		June 30, 2013
(Dollars in thousands)		Fair value carrying amount		Aggregate unpaid principal		Fair value carrying amount less aggregate unpaid principal
Residential real estate loans held-for-sale reported at fair value:
	Total loans	$	235,080	$	381,725		$	(146,645)
	Nonaccrual loans		66,221		139,935			(73,714)
	Loans 90 days or more past due and still accruing		10,887		17,792			(6,905)
Certain previously reported amounts have been reclassified to agree with current presentation.

Changes In Fair Value Of Assets And Liabilities Which Fair Value Option Included In Current Period Earnings

Assets and liabilities accounted for under the fair value election are initially measured at fair value with subsequent changes in fair value recognized in earnings. Such changes in the fair value of assets and liabilities for which FHN elected the fair value option are included in current period earnings with classification in the income statement line item reflected in the following table:

			Three Months Ended				Six Months Ended
			June 30				June 30
(Dollars in thousands)			2014		2013		2014		2013
Changes in fair value included in net income:
	Mortgage banking noninterest income
		Loans held-for-sale	$	8,214	$	(2,310)	$	9,401	$	(2,135)
		Other short-term borrowings		-		(1,365)		-		(1,193)

Summary Of Book Value And Estimated Fair Value Of Financial Instruments

The following tables summarize the book value and estimated fair value of financial instruments recorded in the Consolidated Condensed Statements of Condition as well as unfunded commitments as of June 30, 2014 and 2013.

			June 30, 2014
			Book		Fair Value
(Dollars in thousands)			Value		Level 1		Level 2		Level 3		Total
Assets:
Loans, net of unearned income and allowance for loan losses
	Commercial:
		Commercial, financial and industrial	$	8,334,245	$	-	$	-	$	8,244,011	$	8,244,011
		Commercial real estate		1,215,692		-		-		1,168,748		1,168,748
	Retail:
		Consumer real estate		5,100,893		-		-		4,810,173		4,810,173
		Permanent mortgage		570,274		-		-		513,946		513,946
		Credit card & other		330,977		-		-		332,924		332,924
Total loans, net of unearned income and allowance for loan losses				15,552,081		-		-		15,069,802		15,069,802

Short-term financial assets
	Interest-bearing cash			255,920		255,920		-		-		255,920
	Federal funds sold			51,537		-		51,537		-		51,537
	Securities purchased under agreements to resell			624,477		-		624,477		-		624,477
Total short-term financial assets				931,934		255,920		676,014		-		931,934

Trading securities (a)				1,150,280		-		1,143,859		6,421		1,150,280
Loans held-for-sale (a)				358,945		-		3,471		355,474		358,945
Securities available-for-sale (a) (b)				3,576,542		25,995		3,385,884		164,663		3,576,542
Securities held-to-maturity				4,279		-		-		5,556		5,556
Derivative assets (a)				162,067		5,119		156,948		-		162,067

Other assets
	Tax credit investments			61,093		-		-		61,093		61,093
	Deferred compensation assets			24,860		24,860		-		-		24,860
Total other assets				85,953		24,860		-		61,093		85,953

Nonearning assets
	Cash & due from banks			417,108		417,108		-		-		417,108
	Capital markets receivables			174,224		-		174,224		-		174,224
	Accrued interest receivable			67,132		-		67,132		-		67,132
Total nonearning assets				658,464		417,108		241,356		-		658,464
Total assets			$	22,480,545	$	729,002	$	5,607,532	$	15,663,009	$	21,999,543

Liabilities:
Deposits:
	Defined maturity		$	1,312,419	$	-	$	1,319,686	$	-	$	1,319,686
	Undefined maturity			14,845,068		-		14,845,068		-		14,845,068
Total deposits				16,157,487		-		16,164,754		-		16,164,754

Trading liabilities (a)				706,119		-		706,119		-		706,119

Short-term financial liabilities
	Federal funds purchased			947,946		-		947,946		-		947,946
	Securities sold under agreements to repurchase			475,530		-		475,530		-		475,530
	Other short-term borrowings			1,073,250		-		1,073,250		-		1,073,250
Total short-term financial liabilities				2,496,726		-		2,496,726		-		2,496,726

Term borrowings
	Real estate investment trust-preferred			45,862		-		-		49,350		49,350
	Term borrowings - new market tax credit investment			18,000		-		-		17,940		17,940
	Borrowings secured by residential real estate			74,103		-		-		63,951		63,951
	Other long term borrowings			1,363,244		-		1,357,728		-		1,357,728
Total term borrowings				1,501,209		-		1,357,728		131,241		1,488,969

Derivative liabilities (a)				138,336		5,310		128,301		4,725		138,336

Other noninterest-bearing liabilities
	Capital markets payables			95,299		-		95,299		-		95,299
	Accrued interest payable			23,218		-		23,218		-		23,218
Total other noninterest-bearing liabilities				118,517		-		118,517		-		118,517
Total liabilities			$	21,118,394	$	5,310	$	20,972,145	$	135,966	$	21,113,421

Classes are detailed in the recurring and nonrecurring measurement tables.
Level 3 includes restricted investments in FHLB-Cincinnati stock of $87.9 million and FRB stock of $66.0 million.

			June 30, 2013
			Book		Fair Value
(Dollars in thousands)			Value		Level 1		Level 2		Level 3		Total
Assets:
Loans, net of unearned income and allowance for loan losses
	Commercial:
		Commercial, financial and industrial (a)	$	8,274,565	$	-	$	-	$	8,073,950	$	8,073,950
		Commercial real estate		1,204,275		-		-		1,166,153		1,166,153
	Retail:
		Consumer real estate		5,428,592		-		-		4,898,453		4,898,453
		Permanent mortgage		719,051		-		-		598,844		598,844
		Credit card & other		309,535		-		-		311,311		311,311
Total loans, net of unearned income and allowance for loan losses (a)				15,936,018		-		-		15,048,711		15,048,711

Short-term financial assets
	Interest-bearing cash			344,150		344,150		-		-		344,150
	Federal funds sold			52,169		-		52,169		-		52,169
	Securities purchased under agreements to resell			602,126		-		602,126		-		602,126
Total short-term financial assets				998,445		344,150		654,295		-		998,445

Trading securities (b)				1,267,348		-		1,251,471		15,877		1,267,348
Loans held-for-sale (b)				385,105		-		-		385,105		385,105
Securities available-for-sale (a) (b) (c)				3,228,379		14,475		3,000,742		213,162		3,228,379
Derivative assets (b)				235,759		26,402		209,357		-		235,759

Other assets
	Tax credit investments			71,483		-		-		71,483		71,483
	Deferred compensation assets			22,302		22,302		-		-		22,302
Total other assets				93,785		22,302		-		71,483		93,785

Nonearning assets
	Cash & due from banks			382,601		382,601		-		-		382,601
	Capital markets receivables			151,660		-		151,660		-		151,660
	Accrued interest receivable			70,897		-		70,897		-		70,897
Total nonearning assets				605,158		382,601		222,557		-		605,158
Total assets (a)			$	22,749,997	$	789,930	$	5,338,422	$	15,734,338	$	21,862,690

Liabilities:
Deposits:
	Defined maturity		$	1,654,248	$	-	$	1,457,671	$	-	$	1,457,671
	Undefined maturity			15,357,636		-		15,357,636		-		15,357,636
Total deposits				17,011,884		-		16,815,307		-		16,815,307

Trading liabilities (b)				596,869		-		596,869		-		596,869

Short-term financial liabilities
	Federal funds purchased			1,142,749		-		1,142,749		-		1,142,749
	Securities sold under agreements to repurchase			433,761		-		433,761		-		433,761
	Other short-term borrowings			446,909		-		434,560		12,349		446,909
Total short-term financial liabilities				2,023,419		-		2,011,070		12,349		2,023,419

Term borrowings
	Real estate investment trust-preferred			45,794		-		-		47,000		47,000
	Term borrowings - new market tax credit investment			18,000		-		-		18,079		18,079
	Borrowings secured by residential real estate			352,137		-		-		208,195		208,195
	Other long term borrowings			1,384,324		-		1,370,973		-		1,370,973
Total term borrowings				1,800,255		-		1,370,973		273,274		1,644,247

Derivative liabilities (b)				198,489		35,027		161,267		2,195		198,489

Other noninterest-bearing liabilities
	Capital markets payables			90,231		-		90,231		-		90,231
	Accrued interest payable			25,996		-		25,996		-		25,996
Total other noninterest-bearing liabilities				116,227		-		116,227		-		116,227
Total liabilities			$	21,747,143	$	35,027	$	21,071,713	$	287,818	$	21,394,558

Balance has been re-presented due to purchase accounting adjustments made in third quarter 2013.
Classes are detailed in the recurring and nonrecurring measurement tables.
Level 3 includes restricted investments in FHLB-Cincinnati stock of $128.0 million and FRB stock of $66.2 million.

	Contractual Amount				Fair Value
(Dollars in thousands)	June 30, 2014		June 30, 2013		June 30, 2014		June 30, 2013
Unfunded Commitments:
Loan commitments	$	7,493,964	$	7,234,955	$	2,079	$	1,958
Standby and other commitments		307,543		306,365		5,150		4,995
Certain previously reported amounts have been reclassified to agree with current presentation.

- Definition

Tabular disclosure of the fair value measurement of assets using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets) and gains or losses recognized in other comprehensive income (loss), and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs), by class of asset.

+ References+ Details

- Definition

Tabular disclosure of the application of the fair value option for measurement and reporting of eligible financial assets and liabilities (as defined), as well as certain other eligible items (as defined) included in the statement of financial position, whether such option is elected for a single eligible item or a group of similar eligible items and is in addition to other disclosures concerning fair value which the company may be required to provide. Such disclosure might be expected to include: (1) for items included in the statement of financial position: (a) for each line item in the statement of financial position that includes an item or items for which the fair value option has been elected, provide the aggregate carrying amount of ineligible items included in each line item in the balance sheet, if any; (b) the difference between the aggregate fair value and the aggregate unpaid principal balance (assuming contractual principal amounts and fair value option elected) of: (i) loans and long-term receivables (other than securities otherwise reported at fair value) and (ii) long-term debt instruments; (c) for loans held as assets for which the fair value option has been elected: (i) the aggregate fair value of loans that are 90 days or more past due, (ii) if the policy is to recognize interest income separately from other changes in fair value, the aggregate fair value of loans in nonaccrual status, and (iii) the difference between the aggregate fair value and the aggregate unpaid principal balance for loans that are 90 days or more past due, in nonaccrual status, or both; (2) for items included in the income statement: (a) the amounts of gains and losses from fair value changes included in earnings and in which line in the income statement those gains and losses are reported whether or not combined with gains and losses from items required to be accounted for at fair value; (b) for loans and other receivables held as assets, the estimated amount of gains or losses included in earnings attributable to changes in instrument-specific credit risk; (c) for liabilities with fair values that have been significantly affected during the reporting period by changes in the instrument-specific credit risk, the estimated amount of gains and losses from fair value changes included in earnings that are attributable to changes in the instrument-specific credit risk; and (3) certain other disclosures as required or determined to be provided.

+ References+ Details