First Horizon Corporation (FHN) Q4 2013 Earnings Report, Transcript and Summary

Aarti Bowman D. Bryan Jordan - Chairman, Chief Executive Officer, President, Member of Executive & Risk Committee, Chairman of First Tennessee Bank National Association and Chief Executive Officer of First Tennessee Bank National Association William C. Losch - Chief Financial Officer, Executive Vice President, Chief Financial Officer of First Tennessee Bank National Association and Executive Vice President of First Tennessee Bank National Association Susan Springfield - Chief Credit Officer, Executive Vice President, Chief Credit Officer of First Tennessee Bank National Association and Executive Vice President of First Tennessee Bank National Association

Steven A. Alexopoulos - JP Morgan Chase & Co, Research Division Jefferson Harralson - Keefe, Bruyette, & Woods, Inc., Research Division Kevin Fitzsimmons - Sandler O'Neill + Partners, L.P., Research Division Emlen B. Harmon - Jefferies LLC, Research Division Nicholas Karzon - Crédit Suisse AG, Research Division John G. Pancari - Evercore Partners Inc., Research Division Ken A. Zerbe - Morgan Stanley, Research Division Marty Mosby - Guggenheim Securities, LLC, Research Division Christopher W. Marinac - FIG Partners, LLC, Research Division Kevin B. Reynolds - Wunderlich Securities Inc., Research Division Michael Rose - Raymond James & Associates, Inc., Research Division Jennifer H. Demba - SunTrust Robinson Humphrey, Inc., Research Division

Good day, ladies and gentlemen, and welcome to the First Horizon National Corporation Fourth Quarter 2013 Earnings Conference Call. [Operator Instructions] As a reminder, today's conference is being recorded. I would now like to introduce your host for this conference call, Ms. Aarti Bowman. You may begin, ma'am.

Thank you, Kevin. Please note that the press release and financial supplement which announced our earnings, as well as the slide presentation we'll use in the call this morning, are posted on the Investor Relations section of our website at www.firsthorizon.com. In this call, we will mention forward-looking and non-GAAP information. Actual results may differ from the forward-looking information for a number of reasons outlined in our earnings announcement materials and our most recent annual and quarterly reports. Our forward-looking statements reflect our views today, and we are not obligated to update them. The non-GAAP information is identified as such in our earnings announcement materials and in the slide presentation for this call and is reconciled to GAAP information in those materials. Also, please remember that this webcast on our website is the only authorized record of this call. This morning's speakers include our CEO, Bryan Jordan; and our CFO, BJ Losch. Additionally, our Chief Credit Officer, Susan Springfield, will be available with Bryan and BJ for questions. I'll now turn it over to Bryan.

Thanks, Aarti. Good morning, and thank you for joining our call. I'm pleased with what we accomplished in 2013 as we continue to take actions to build franchise value and our long-term profitability. We successfully executed on our blue-chip priorities, providing differentiated customer service, being easy to do business with and using the bonefish to drive profitability. We continue to build our core businesses, wind down on our strategic legacy business and derisk our balance sheet. We gained the top deposit share spot in Tennessee, we seized an opportunity for growth, successfully acquiring and integrating Mountain National Bank. And facing a challenging environment, we focused on controlling what we could control, working to increase efficiency, productivity and economic profitability. Our core businesses performed well. From 2012 to 2013, average loans in the regional bank grew 2%, and average core deposits were up 2%. Our specialty lending areas, in particular, should continue to provide growth opportunities as we deepen existing relationships and expand our overall customer base. Our bankers are focused on making profitable loans, which should give us higher returns over the long term. On the expense side, regional bank expenses declined 7% while we continue to selectively invest in additional talent, products and technology. The bank's efficiency ratio improved 297 basis points for the full year 2013 to 63%. FTN Financial, our fixed income business, continues to contribute significantly to our overall fee income, with pretax earnings of $52 million in 2013. Due to uncertain market conditions, we're still seeing lower volumes in fixed income. However, FTN Financial remains a high-return business with an annual ROA of 1.4% and ROE of 20.4%. Our overall cost controls paid off in 2013. Annual consolidated expenses declined 16%. While we were disappointed with having to add $200 million to the mortgage repurchase…

Thanks, Bryan. Good morning, everybody. I'll start on Slide 7 with our consolidated financial results. You'll see in the fourth quarter, consolidated net income available to common was $49 million or $0.21 a share. You will notice 2 significant items in the quarter, one with respect to taxes and the second, the addition to our litigation reserve that I'll walk you through. On taxes, you'll see that the effective tax rate for both the quarter and the year were negative, reflecting the combination of pretax income levels, permanent benefits from tax credit investments, life insurance, tax-exempt interest. And in the fourth quarter, the tax expense was favorably affected as well by the pattern of quarterly earnings in 2013 as well as some discrete tax items. To give you a quick high-level tutorial on effective rate methodology in a little bit simpler terms, what you do is you estimate earnings and known tax credits or differences at the beginning of the year to calculate an effective tax rate that you would use each quarter. When you have a large change in the estimated earnings level, particularly when that changes later in the year like what we had in the third quarter, it can have a very large impact in any given quarter like what we see here in the fourth, to ensure that the full year tax rate is appropriately calculated. So all in, for 2014, looking forward, what you should assume is an effective tax rate in the low 30s for us. In addition, we made a $30 million addition to the litigation reserve related to existing legal matters. So the net of those 2 items had roughly a $0.06 positive impact in the quarter. Moving to segment highlights on Slide 8. In the fourth quarter, our core businesses contributed…

Thank you, BJ. As I said earlier, I'm pleased with the successful execution of our priorities in 2013 and expect ongoing successful execution in 2014. While we expect this year's overall operating environment to be largely similar to 2013, with modest economic recovery, low interest rates and a highly competitive environment, we are seeing stable economic trends in and around our footprint, with high-growth areas in Middle Tennessee and our Mid-Atlantic region. 2014 marks the 150th anniversary of the founding of our regional bank, First Tennessee. Our nearly 150-year history -- over our nearly 150-year history, First Tennessee bankers have built strong and deep relationships with our customers and our communities. These relationships will help propel our success in 2014 and beyond. Thank you to our First Horizon team for all that you do to build our business and momentum each day. To sum up, over 2014, we'll continue to successfully execute on our blue-chip priorities. We'll further strengthen our balance sheet, improve efficiency and productivity and work on winding down the nonstrategic business. With our focus on improving economic profit, we'll continue to make progress towards achieving our bonefish targets and building franchise value. Operator, we'll now take questions, please.

[Operator Instructions] Our first question comes from Steven Alexopoulos with the JPMorgan. Steven A. Alexopoulos - JP Morgan Chase & Co, Research Division: So if I adjust out the $37 million tax benefit and then the $30 million of litigation expense, run rate earnings looked in the $0.12 to $0.14 range depending upon what tax rate used, which seems very low. BJ, are there other items weighing on 4Q results that we should be thinking about here when we move towards next year?

Yes, Steve. I'd -- what I'd say is the provision -- loan loss provision was up modestly quarter-to-quarter, $10 million to $15 million. That portends no issues at all that we see in credit quality. It's just the dynamics of what the reserve was set at. Nothing more than that. So that's probably a little bit of a driver. We did see some higher year-end expenses but nothing that I'm particularly concerned about. Some related to the MNB acquisition and related costs there, some related to benefits, particularly as health care costs and burden for our employees is changing in 2014, higher professional fees, higher legal costs going into the end of the year. So that was a little bit higher than what we would normally see. But there isn't anything that I would particularly point at that's soft other than those items. I still think that, as Bryan and I both talked about, we're pleased with what we're seeing in terms of discipline and growth in some of our specialty lending areas. We expect that to continue, but it's a difficult environment. We saw good growth in our fee income, particularly in the bank. Even though the bank was steady, our brokerage business, our trust and investment management business was up double digits year-to-year. So there's a lot of dynamics in there, but generally, we're pleased with our performance. Steven A. Alexopoulos - JP Morgan Chase & Co, Research Division: BJ, maybe to follow up on that, I know you said you thought you could get expenses below $900 million this year. But given the pressures: revenue, the NIM guidance you just gave and the core efficiency ratio, 76%, do you think you need to cut even deeper in 2014 on the expense side?

I think we always have to look for efficiencies, and we've said that multiple times. I don't think that we want to create an expectation of a program with identified targets for dollar amounts of expense reduction. But do I expect to go below the $900 million annualized run rate number before the end of next year? Yes, I do. We'll continue to move below that number and won't stop. We don't see a bottoming-out of our expense base. We have to continue to look for more efficiencies and as there continues to be pressure on revenue.

Steve, this is Bryan. The culture we try to operate under is to spend every dollar like we own 100% of the business. We try to put an ownership mentality everywhere in the organization when you spend money. And as I emphasized in my prepared comments, we even threw a period of significant reductions in expenses. We've continued to invest in technology and infrastructure. And so we try to be extraordinarily thoughtful about the difference between good costs and bad costs. And we don't want to cut costs to the extent of harming the business. But as we've tried to demonstrate over the last few years, we are going to be disciplined about it, we are going to control costs. And as BJ said, the $900 million -- less than $900 million is not a lower bound. To the extent we have efficiency opportunities that allow us to meet our long-term objectives -- allow us to meet and continue to achieve our long-term objectives, we'll continue to work on the cost side of the business.

Our next question comes from Jefferson Harralson with KBW. Jefferson Harralson - Keefe, Bruyette, & Woods, Inc., Research Division: I want to ask a question on the litigation charge. Should we expect -- in your Q, you put out your possible but unreserved-for losses, I think last quarter, was 0 to $250 million. Would this $30 million apply to that $250 million, so we should expect that number to come down? Or was it -- the $30 million also related to FHA -- a HUD that's not in the $250 million? Or I guess what -- can you give us somewhat of a preview or -- of what the Q is going to say and the possible losses?

It's BJ. Yes, generally speaking, in the Q, which you're, I think, referring to is the RPL, or reasonably possible losses, and that does try to give investors an idea of potential losses that could be above the litigation reserves. So yes, the way it works is when you do make additions to the litigation reserve, the RPL for that particular matter or matters would then come out of the RPL. Jefferson Harralson - Keefe, Bruyette, & Woods, Inc., Research Division: Okay. As my follow-up on the -- at the investor day, you talked about taking -- possibly taking some asset sensitivity off the table. You guys -- sounds like you did take some asset sensitivity off the table, maybe just a little bit. Can you talk about what the movement in some fixed rate loans may have meant for your margin this quarter, if anything? It sounds like maybe not much. And would you expect to continue that trend into 2014 even though your margin guidance was unchanged?

Hey, Jefferson, it's BJ again. You probably wouldn't have seen much movement in a particular quarter. But if you recall that chart that we showed that shows our sensitivity to moves in rates, that far end, that 200-basis point move would have been $70 million, roughly, the last time we showed you and now it's $60 million. So we have dampened that and again, it's trying to be more selective on competing for fixed-rate loans in a reasonable maturity band. We were seeing demand in certain specialty lending areas that we thought we could compete better. What we had been doing was swapping those. But what we decided to do is not swap them, take them on as fixed-rate, we knew we could manage the duration along with the fixed-rate runoff that we were seeing in the nonstrategic portfolio. And it's allowed our bankers on the commercial side to compete just a little bit better for good quality relationship-oriented loans. We had been doing it on the consumer side as well, particularly related to private client, jumbo mortgage loans. So we've continued to do that and be selective around there as well. So again, it doesn't change our long-term asset sensitivity in upside, but it does give us a little bit more advantage in the current environment to compete.

Our next question comes from Kevin Fitzsimmons with Sandler O'Neill. Kevin Fitzsimmons - Sandler O'Neill + Partners, L.P., Research Division: Just 2 questions, quick ones. One during on loan growth. If you can talk about, it was a pretty steep decline in loans to mortgage companies, and we're seeing obviously the refi trend play out. But how -- what's your outlook on that, because that's been quite a drag to C&I. So what's you're outlook on that in coming quarters? Are we getting close to stabilization, or at least the decline slowing? And then secondly, if I know last quarter, Bryan, you talked about likely dialing back on buybacks as you go into the stress test process and we saw no buybacks this quarter. How do you think about that lever post stress test? Is it something you think you can return to? Or, in this new world of stress tests, is it going to be something that you may just have to wait to build a little more capital first?

Yes. On the loan growth side, I feel really, really good about what the bankers have been able to achieve in booking strong, high-quality, well-priced, well-structured relationships, as you noted. We have seen a drift-down over the course of the year in the size of the mortgage warehouse lending business. I think if I remember the numbers right, we've gone from substantially all 80% or so of refi-related activity and warehouse lending, I think today, it's about 60%, 55%, 60% in purchase money funding. So we're seeing a big shift. And I think if it's not at stabilization, you're very, very close to it. We've seen it drift up and down a little bit. But it's sort of been in this $600 million to $700 million band for the last several months. And I would expect that nothing unusual in the mortgage market is likely to stay there. Overall, in our lending businesses, our pipelines continue to look good. We had a little bit more strength than I really would have guessed even at the end of the year and our -- a high probability of closing pipelines. So I'm reasonably optimistic that the momentum that the bankers had in growing some of these lines of business in 2013 will transition into 2014. You also asked about buyback. As you said, in the third quarter, following the charge, we said we were going to dial back the repurchase activity in the next several quarters. We were in the midst of the stress testing. We're making progress on the stress test, I think our submission under DFAST is due in early March. We're continuing to work through that. We do have about $37 million or so left under our existing authorization. For those of you that looked at the details of that, that authorization actually expires, if not already, in the near term. Next week, I would expect that we would make a recommendation to our board to consider approving up to $100 million of additional buybacks. I don't think that that's anything that we would start executing on until we completed the stress test and begin to see the results of that. But over the long term, we think we will continue to generate substantial amounts of excess capital. That stock buyback is an important part of returning that capital to our shareholders and we intend to use that lever prudently to get capital back in our shareholders hands that we can deploy effectively in the business.

Our next question comes from Emlen Harmon with Jefferies.

To kick it off, could you give us maybe little -- or make a progress report on how things are going in Mid-Atlantic and just kind of how, I know, obviously, you guys opened a new office in Charleston I believe, last quarter. And I'd just be kind of curious as to how the progress is going there, and what kind of loan growth you're seeing out of that market?

I'll start and then I'll ask Susan to pick up at a more detailed level. I'm really encouraged by the progress that we're seeing in the mid-Atlantic region. As you noted, we've had a number of opportunities. Charleston is a good example to bring on to the platform, very capable teams of bankers and expand our presence where we think we can do business the way we've been doing it all across the state of Tennessee. And in the mid-Atlantic region, we're seeing good progress there. Our bankers are making very good progress in building long-term relationships. I'm pleased with what we're seeing in terms of expanding the relationships in the core part of the mid-Atlantic region, the Winston-Salem and Greensboro and North Carolina marketplace, where we've been doing business for -- in the neighborhood of 10 years.

To add on to that, this is Susan, and I would agree with what Bryan said. We've hired excellent bankers in Mid-Atlantic over the last 10 years, as we started Winston-Salem office 10 years ago. Bankers that we've hired in all these markets have deep experience, not only as bankers in the specific markets we were hiring them. We continue to see growth out of Richmond, Raleigh, Winston-Salem, Charlotte. As you mentioned, we officially opened the Charleston office last quarter, hired several great bankers there. They will be largely focused on private client and commercial. But we were already doing business in Charleston, both on the corporate side, as well as commercial real estate. So we've already got a head start there in terms of developing relationships. And I'm very pleased in terms of the quality of credit and underwriting that I see out of those teams as well.

Got you. So I guess maybe on a dollars basis. Like, how are those markets contributing to the overall loan growth picture, if you will?

Well, Charleston is a very new effort. In terms of percentage growth, the mid-Atlantic region is one of the higher areas of growth. That portfolio in Mid-Atlantic today is plus or minus $1 billion. So it's not -- it's roughly 10% of our portfolio. But it's something we think that we can grow faster than the whole. So it is very positive and it is growing.

Okay, thanks. And then just on the provision, or I should say the reserve build for the nonstrategic home equity portfolio this quarter. Could you give us a sense of the driver there? I might have missed it in the prepared remarks, I'm not sure if that's actually related to the kind of legacy guidance that you guys got on reserving for the home equity portfolio business, just curious as to what the driver was there?

I'll take that question, this is Susan. We -- in the nonstrategic portfolio, as you know, that's a runoff portfolio for us. As those balances go down, we will see some adverse selections in terms of those that remain that portfolio. However, in terms of, I'm not saying any trends that alarm me, we continue to see, had a little bit of uptick in delinquency, some of that was seasonality. There were a few larger loans that contributed to that but no trends, trends that we're worried about there. So some conservatives have built into that additional reserve.

Our next question comes from Nicholas Karzon with Crédit Suisse. Nicholas Karzon - Crédit Suisse AG, Research Division: I guess I'll just start with the completion of the servicing sale. Can you give us an update on the timing and what we might see, kind of the impact from a magnitude perspective and where that will appear on the expense side and the revenue side?

It's BJ. Yes. So as I've talked about, we completed a lot of the servicing transition in the fourth quarter, which was mostly the GSE-related type loans that were in the servicing portfolio. What we'll complete in the first quarter is more the private loans that were in the servicing portfolio. So I don't have, honestly, off the top of my head, what the estimated impact would be in terms of the difference between fourth quarter and first quarter, but Aarti or I are happy to follow up with you after the call. Nicholas Karzon - Crédit Suisse AG, Research Division: Okay, thanks. And then on -- as a follow-up on the expense side. I guess as we think about the run rate, and I think you've mentioned there are about $20 million of expenses associated with that and that guidance you gave earlier was for a $900 million run rate. So is that kind of down $5 million year-over-year, or is it a further kind of expense reduction on top of that and maybe offset by some investment?

No, I think in terms of investment, as Bryan said earlier, we're always going to continue to make investment, whether it's in people or incremental technology as consumer behavior is changing. But now, we always talk about a net reduction. And so we ended the year at roughly annualized expenses excluding the litigation accrual, about 920. I think I said earlier, I expect to be below the annualized run rate of 900 earlier than the end of the year, which means that I think our trajectory will be pretty good going into first and second quarter. And like we talked about before, it's not going to stop there. So we think we have more opportunity to improve efficiency and we'll continue to move it down below $900 million.

Our next question comes from Paul Miller with FBR.

This is actually Thomas Letourneau [ph] on behalf of Paul. One quick question on the capital market side. I think you had $822,000 of average daily revenue this quarter and that's been below the $900,000 target that you've talked about for a couple of quarters now. Is 800 sort of the right level going forward, or do you still think 900 is the right number to use there?

This is Bryan, Thomas. We still think, we've talked about sort of $1 million to $1.5 million for an average daily revenue last couple of quarters. It's been around $900,000. The way I think about it is no, in short, we're not thinking about the range being any different, we still think that's the right range. And if you think about late 2008, early 2009 and 2010, we were well above that range and we're talking about that range. This just happens to be a little bit aberrational period on the other side with FID transitioning in QE, et cetera, and it's just created a very cautious fixed income market. So I still think those levels are accurate. As we said in the prepared comments, we would expect for the next couple of quarters, it could remain below that range, given what we see in terms of outlook. But I'm still pretty comfortable with the low end of that range in $1 million.

Our next question comes from John Pancari with Evercore Partners.

Can you give us just a little bit more color around, if at all, if you could around the mortgage litigation charge? I mean any type of background around the rationale behind taking that incremental charge here. Is it based upon settlements elsewhere in the industry, or are you now at the table with certain parties versus -- I know you mentioned earlier, that there seemed like there was bigger fish to fry before they get to you guys. So if you could just give us a little bit of color there?

Hey, John, this is BJ. Yes, I think for competitive reasons, as you might imagine, I can't give a lot of color to you. We did say earlier that it is for mortgage-related matters and I did say earlier it's for existing mortgage related matters. So that implies obviously, it's nothing new that we hadn't seen before. So we continue to try to be smart and thoughtful. We obviously look at what's going on in the industry but we care most about what our legal defenses are and what we think our exposures are to protect our shareholders. So I'm not sure I can give you much more color in terms of the number or what the matters are, but that's kind of how we think about it.

I'd add, John, that we -- when we talked about these issues in the past and as BJ said, we can't be very specific about what the moving parts are. We've talked about, to the extent that losses are probable and estimable, we'll record them. And you can take some combination of all the things you've described and conclude that we had the basis that to one, conclude that it's probable and then two, that is estimable and record the reserves. So in some sense, I'd say if nothing else that the sign of us making progress.

Okay. Thank you, that's helpful. And then on expenses. Can you just talk a little bit more about your thoughts on the actual total expense level going into first quarter and possibly second quarter of 2014? And more specifically, maybe if you can just give us a little color on how the legal and professional fees should trend.

Sure. So I'll start with kind of what you ended with, with legal and professional fees. We think the legal fees are obviously going to continue to be elevated for us. We saw some higher legal expenses, if you look at our financial supplement from third quarter to fourth quarter, which was some of the linked quarter increase on the expense line. We expect that to continue. We don't see legal expenses going down for our firm for the foreseeable future. Professional fees is probably a little bit more timing than anything else. Year-end billing, we do have a stream of professional fees that we pay for whether it's legal, whether it's other consulting type engagements. But generally speaking, I don't see that growing, I see it staying flat to probably declining. But to give you a little bit more color on what we're doing around expenses. We are continuing to find more ways to be efficient from a horizontal point of view in the organization. And by horizontal, I mean end-to-end processes and things of that type. So underlying our fourth quarter trend, we closed 8 branches, trying to be more efficient both through our Mountain National acquisition, as well as just general efficiency in our branch network. We'll continue to work on corporate real estate and trying to reduce excess capacity and square footage across our footprint to take down costs. We continue to look for efficiencies in equipment, in technology, in many of our categories. And if you look at our financial supplement, you'll see that virtually all of our categories are declining. So again, we're not stopping. There's a lot that can be done and again, I think you'll continue to see a steady downward progress in our expenses in the first and second quarter.

Our next question comes from Ken Zerbe with Morgan Stanley.

Just on capital markets, I know you're comfortable with the lower end of the range that you mentioned. But I guess we've seen sort of the downward trend in the average daily revenues. I guess my question is, just how much visibility do you have? Because obviously, it's kind of been on the lower end, but could it just as well be on the positive side? I mean, it seems that, to me, at least, that you'd have very little visibility going forward. So I'm just wondering if your guidance for capital markets is more sort of just whatever it is currently expected to stay there versus that you know the underlying trends, if that makes sense?

Yes. Let me take a stab at this -- this is Bryan and then BJ can pick up on it. You never have 20-20 foresight on that. So it is always a little bit murky. But we do have a sense as to what the flows in the business look like. And there's some days when you see that the fixed income markets moving up, you'll start to see investors come in and you have very good average daily revenues and you'll see when it's trending the other way. And so you take that as a data point. You take what we hear from our customers and what we understand about their balance sheets and what's happening in terms of loan growth and what's happening in terms of where they are in investments in their securities portfolio. And we take a bunch of data points like that and sort of try to weave that into our expectations. But as I said when I started, there is a bit of murkiness about it because it is one, what rates are doing, and two, how people feel about the movement in rates that is largely going to dictate whether they're buying or selling at any one point in time.

Yes, I think Bryan hit it. Just to give you a little bit more of a kind of numerical color. Before, maybe mid-December, our average daily revenues would have been more in the high 8s, almost towards 9. And the last 2 weeks of the month are historically and seasonally very slow, bringing us down to 822. As Bryan said, we continually have dialogue with our capital market folks about where markets are and where they're going, we see daily sheets on where our ADR is. But again, it's really hard to look forward and understand where rates are going to be or where buying sentiment is going to be. So again, that's why we feel comfortable saying we don't see the environment significantly moving up or down from here. So we're comfortable with where we're at and what we talked about.

All right. And do you guys happen to have the ADR average for the first couple of weeks of this month?

Yes. I think it's about where it was. It's kind of very little changes, in the low 800s, as I recall, the number.

Our next question comes from Marty Mosby with Guggenheim.

Not to beat on the same issue, but on capital markets, getting away from just the numbers, in thinking about the market movements. We had the Fed tapered decision, and we have the stalemate in Washington, which obviously created a lot of uncertainty. Those things should start to roll off. So I was just wondering if you thought that could be a positive. And then factor in, maybe what we're seeing -- for with you all and others, as core loan growth is picking up, typically, that's a substitute for buying securities. So just was wondering what you thought about the big pieces, what could be the catalyst for cap markets getting back to that $1 million a day?

I think one of the major pieces that we've talked about with our folks out there that could be helpful in the near term would be, if the rate curve in the more 3 to 5 year range were to steepen a little bit, I think we've seen some movement on the longer end of that, but if there was more where the customer demand or buying appetite was and we saw some positive movement from a fixed income perspective there, you could see some additional buying. That's probably, the biggest piece that we've seen. There's loan growth. There's loan demand out there but I wouldn't say it's an outsized commodity, market, I'd say it's still very competitive. So while we're seeing a little bit of that in pockets and that can obviously impact securities buying, we're not seeing it as a major drag on the fixed income flows we're seeing on the desks.

Okay. And BJ, just a very specific question. I was trying to run down the branch closing and possibly even the higher professional fees within the bank. Just looking at the restructure table and it looked like there's about $1 million worth of -- like expenses on the employee side but doesn't look like there was any occupancy, was actually looked like it may be a positive. So didn't know if you could give me a little feel for those unusual items this quarter.

Yes, I think on top off my head, Marty, I think the 8 branch closures had a net impact of about $1 million or a little bit more than that in terms of the actual legal branches. On the professional fees side, I think it was probably in the $2 million to $2.5 million range net.

Our next question comes from Chris Marinac with FIG Partners.

I wanted to ask about commercial loan rates. And I know we had a slight increase last quarter, slight decrease this quarter. I'm just curious on what trends you're seeing in pricing on the commercial side for this year.

Hi Chris, it's Susan, I'll take that. We continue to be very disciplined obviously, around pricing as much as we possibly can there and it's very competitive in the market and so we are working with our bankers to make sure we're getting the appropriate risk return. We've seen a little bit of margin compression, obviously. But the other thing that we've done and we talked about this on investor day, is the portfolio optimization. And so with the positive grade migration that we've had and then bringing on really good quality new customers in terms of our risk reward, we're very pleased with how that looks. So I don't know if BJ wants to add anything to that.

Okay, great. I guess as a quick follow-up, BJ, is there a way to kind of quantify the cost of the new markets in Charleston and in Raleigh, Richmond, et cetera?

It's pretty immaterial. I mean, if you look at the number of bankers we're going to hire, it's pretty immaterial. Maybe a couple of million dollars.

Okay. But it's not a driver of, either way, to your point, okay.

This is Bryan, Chris. The sort of the way to think about it is, you start incurring personnel cost on the front end and a tiny bit of occupancy for office space. We're not building a branch network. I mean, it's just sort of standard commercial office space. And then over time, you ramp up a loan book and portfolio of business, which offsets it, it's -- and I think about the cost of hiring a handful or so of people in the market and a little bit occupancy and then that's offset over time by growth in the portfolio.

Our next question comes from Kevin Reynolds with Wunderlich Securities.

Most of my questions have been answered. But I wanted to sort of, as we came back from the investor day, we sit here today and look at the core trends inside the bank and look at it from 30,000 feet. You've got #1 share, or maybe it's #2 if somebody wants to slice it a little bit differently, in the state of Tennessee. The bank is called First Tennessee. So you are the home team, against which everyone attempts to steal, you've got a huge target on your back here. How do you, as you look out long term, how do you grow above -- at an above market pace, if you've got the intensity of competition all focused on you and you don't really have -- you've cut most of your costs, your fee income business is are what they are and kind of dependent on the market around you, so it's going to be left up to the bank it seems to grow from here. How do you grow balances? Not necessarily margin, but balances, and penetrate the customer better and put a growth profile out there longer term, when you're so dependent on the one state economy here as good as it may be, relative to others?

Yes, I'll start with that, Kevin, this is Bryan. There are certain aspects of our business where it is more difficult to grow, simply because of the size that we have. And our bankers work very, very hard because, as we talked about it, it's very competitive for our existing customer base. It's a great customer base, been a lot of awful long-term relationships in there and it does make it tough. We work a lot on penetration and cross sell products, things of that nature. We work on bringing the wealth management products and other things like that to those relationship. But in some sense, it is a little bit harder when you're big, to grow in an existing market. But we don't view that as a bad thing, we view that as a positive. We think that, how it allows us over time to be more efficient in those markets and to build out, as I said, those broader, deeper relationships. In the short run, a lot of growth can continue to be driven by the specialty lines of businesses, our healthcare practice where we're not particularly large today but are growing very nicely, our ABL businesses, the mortgage warehouse business continues to have leverage in that, we've talked about balances coming down and mixed change but we think we've got opportunity to grow that and to pick up existing market share. And then as we talked about a little earlier, we think, in Mid-Atlantic and in regions like that, or the country where we have a very small toehold, we have continued ability to pick up additional market share there. So I wouldn't look at our position in Tennessee as anything other than being a very strong positive. We're very proud of it, we're very comfortable with that and we want to continue to build on it, and we are growing in Tennessee. But I think in the outside markets, in the specialty businesses, we can grow a little bit faster because of just the dynamics and where we're positioned there.

I think if I could add to that, Kevin, 70% of our loan balances are in Tennessee. The 30% are out. And Bryan, just ticked through some of the largest growth opportunities we had in our specialty businesses in our Mid-Atlantic group, which are obviously in that 30%. So we feel pretty good about that. In end markets where we have more mature markets and large share, we've built significant relationships. And as we've talked about previously, utilization of commitments is at the lowest levels we've seen in quite some time. And so at some point, you're going to benefit from the relationships that our bankers have built when that utilization starts to come back. And that's certainly going to grow balances at very minimal cost to us over time. So we feel very well positioned to see growth when there's a little bit more optimism out there.

Kevin, this is Bryan. At the risk of piling on, I'll make one more example. Take Memphis and West Tennessee. Over the last year, we have essentially changed and built our business banking franchise. We've got a very strong leader in that business to date and we see an awful lot of momentum in that business just with some changes we made in the way we are doing business and leadership there and we're seeing very good progress in that. So that's a market, where, Memphis is a market where our market shares are extraordinarily strong but we see, just by fine tuning the way we're doing business and how we're doing business and the leadership in the business, we've got good growth opportunities.

Our next question comes from Michael Rose with Raymond James. Michael Rose - Raymond James & Associates, Inc., Research Division: I just wanted to follow up on all the expense and revenue discussion. Just following up on the last question. How should we think about future investments, in particular, into Middle Tennessee, which I think you made a pretty big deal of during the investor day, how should that interplay with the expense cuts and your branch structure? Thanks.

Michael, this is Bryan. In Middle Tennessee, the big investments that we will make, and I think in the next year or so will continue to be in people. It'll be in talented teams and individuals that can help us build relationships in that marketplace, help us grow our presence. Now from a branch infrastructure standpoint, we have roughly 45 branches in the market. We might move a branch here or there over the next couple of years but for the most part, we have the branch infrastructure. And so our efforts are on building out teams of bankers in commercial banking, private client, medical and healthcare to put more activity through the branch infrastructure, the infrastructure we built there. So I think the largest part of our investment will continue to be on the people side.

Our next question comes from Jennifer Demba with SunTrust.

Going back to the legal and professional fees topic for a minute. Do you have a guesstimate of how much of your expenses on that front in 2013 will relate to mortgage put back? I'm just trying to get a sense as to what could be your normal run rate once you get through that headwind.

It's BJ. I think related to mortgage put back, I'll broaden that, if that's okay, to kind of just general legal cost and litigation, which has been higher. If you look in our supplement, which should be on Slide 7, breaking down the noninterest expense, you'll see the legal and professional fee line has been in the $12 million to $15 million range over the last 5 quarters. I'd say probably 80% of that or so is legal related costs and litigation, defense-related costs. So that, again, is, I think, going to stay around for a while until we resolve some of our legacy issues. So I'm not sure that, that line is going to go down in particular but again, like I said, professional fees, I think were elevated in the fourth quarter. And we do expect those to moderate and possibly come down next year.

Okay. And one follow-up on a different topic. Just back to the non-Tennessee markets, you said you're happy with the progress there. Are you considering any other non-Tennessee markets for expansion at this point, or are you happy with what you have?

Jennifer, this is Bryan. Yes, I don't want to be specific about what those markets may be, but we are always in progress of trying to identify teams of folks that we can bring on to the platform that are aligned in the way they do business. So yes, we would be considering the other markets at any given point in time, there could be several of them.

Okay. And I assume they would continue to be in the smaller -- on the middle size as opposed to the larger markets?

I'd say yes, as a general rule, that's right. And there are a few larger markets that if we had the right opportunity, we might consider. But generally speaking, we're focused on the midsized markets that allow us to do business like we have here in the state of Tennessee.

And I'm not showing any further questions at this time. I'd like to turn the conference back over to Bryan for closing remarks.

Thank you, operator. Thank you, all, for joining the call this morning. Please let us know if you have any further questions or need any additional information. I hope that you all have a great weekend.

Ladies and gentlemen, that concludes today's presentation. You may now disconnect and have a wonderful day.