SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 11-K

 

(Mark One)

 

S ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the Fiscal Year Ended December 31, 2012

 

OR

 

£ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the Transition Period from __________ to ____________

 

Commission File No. 001-15185

 

FIRST HORIZON NATIONAL CORPORATION SAVINGS PLAN

(Full Title of Plan)

 

FIRST HORIZON NATIONAL CORPORATION

(Issuer of Securities Held Pursuant to Plan)

 

165 MADISON AVENUE

MEMPHIS, TENNESSEE 38103

(Address of Principal Executive Office of Issuer and of Plan)

 

first horizon national corporation savings plan

 

Financial Statements and Supplemental Schedule

 

December 31, 2012 and 2011

 

(With Report of Independent Registered Public Accounting Firm Thereon)

 

first horizon national corporation savings Plan

 

Index to Financial Statements and Supplemental Schedule

 

    Page
     
Report of Independent Registered Public Accounting Firm   1
     
Financial Statements:    
     
Statements of Net Assets Available for Benefits, December 31, 2012 and 2011   2
     
Statement of Changes in Net Assets Available for Benefits, Year ended December 31, 2012   3
     
Notes to Financial Statements   4-16
     
Supplemental Schedule:    
     
Schedule H, Line 4i - Schedule of Assets (Held at End of Year), December 31, 2012   17

 

Note: All other schedules required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because there is nothing to report.
 

 

Report of Independent Registered Public Accounting Firm

 

 

 

To the Pension, Savings and Flexible Compensation Committee

First Horizon National Corporation Savings Plan

Memphis, Tennessee

 

We have audited the accompanying statements of net assets available for benefits of the First Horizon National Corporation Savings Plan (the "Plan") as of December 31, 2012 and 2011, and the related statement of changes in net assets available for benefits for the year ended December 31, 2012. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2012 and 2011, and the changes in net assets available for benefits for the year ended December 31, 2012, in conformity with accounting principles generally accepted in the United States of America.

 

Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. Supplemental Schedule H, Line 4i - Schedule of Assets (Held at End of Year), as of December 31, 2012, is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.

 

 

/s/ Mayer Hoffman McCann P.C.

Memphis, Tennessee

June 26, 2013

1

FIRST HORIZON NATIONAL CORPORATION SAVINGS PLAN

 

Statements of Net Assets Available for Benefits

 

December 31, 2012 and 2011

 

   2012   2011 
Assets:          
Investments - at fair value: (Notes 2, 8 and 10)          
First Horizon National Corporation, common stock fund  $103,828,076   $91,504,126 
Mutual funds   131,087,908    122,955,382 
Money market funds   22,833,229    21,537,541 
Stable value fund (common/collective trust)   25,761,922    26,858,242 
Common/collective trust funds   71,057,718    58,934,550 
Segregated participant investments   1,242,010    1,340,938 
Self-directed brokerage account   5,912,113    2,005,317 
Total investments - at fair value   361,722,976    325,136,096 
           
Cash - Brokerage Window   179,416    5,039 
           
Receivables:          
Employer contributions   1,912,739    1,873,202 
Interest   —    1,391 
Notes receivable from participants   7,672,867    7,765,353 
Due from broker   123,337    15,675 
Due from broker - brokerage window adjustments   44,952    — 
Interest and dividends - brokerage window   5,364    2,361 
Total receivables   9,759,259    9,657,982 
Total assets   371,661,651    334,799,117 
           
Liabilities:          
Expense accrual   452,225    279,153 
Due to broker   772,651    864,880 
Due to broker - brokerage window   220,739    38,646 
Total liabilities   1,445,615    1,182,679 
Net assets available for benefits, at fair value   370,216,036    333,616,438 
           
Adjustment to contract value from fair value for interest in common/collective trust relating to fully benefit-responsive investment contracts   (1,035,704)   (885,508)
Net Assets Available for Benefits  $369,180,332   $332,730,930 

 

See accompanying notes to financial statements.

2

FIRST HORIZON NATIONAL CORPORATION SAVINGS PLAN

 

Statement of Changes in Net Assets Available for Benefits

 

Year ended December 31, 2012

 

   2012 
Additions:     
Additions to net assets attributed to:     
Investment income:     
Net appreciation in investments (See note 8)  $41,486,609 
Interest and dividend income   5,564,259 
Total investment income   47,050,868 
      
Interest income on notes receivable from participants   250,814 
      
Contributions:     
Participants   18,110,056 
Employer   9,939,001 
Rollovers   348,448 
Total contributions   28,397,505 
Total additions   75,699,187 
Deductions:     
Deductions from net assets attributed to:     
Benefits paid to participants or beneficiaries   38,541,545 
Administrative expenses   708,240 
Total deductions   39,249,785 
      
Net increase   36,449,402 
Net assets available for benefits:     
Beginning of year   332,730,930 
End of year  $369,180,332 

 

See accompanying notes to financial statements.

3

First horizon National corporation savings plan

Notes to Financial Statements

December 31, 2012 and 2011

(1)Plan Description

The following description of First Horizon National Corporation Savings Plan (the Plan) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

The Plan is a defined contribution retirement savings plan established April 23, 1978, for qualified employees of First Horizon National Corporation and certain affiliates (the Company or Plan Sponsor) to provide a savings plan for those employees. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). Since inception, the Plan agreement has been amended periodically to conform with provisions of ERISA and other laws and regulations. The Plan is administered by the Pension, Savings and Flexible Compensation Committee of the Company. Wilmington Trust serves as trustee of the Plan. Pursuant to the Plan document, certain retirees are allowed to segregate and direct their accounts into investments outside the investment options available to active participants and defer payment of benefits. These segregated accounts are presented in a single line item in the financial statements and are trusteed by First Tennessee Bank National Association (FTBNA), the Company’s primary affiliate. Hewitt Associates (now Aon Hewitt) is the recordkeeper of the Plan.

Effective April 1, 2011, two new funds were added to the Plan. Lord Abbett Developing Growth Fund (LADYX) replaced the Copper Rock Emerging Growth Fund (OMIRX) and Thornburg International Value Fund (TIVRX) replaced the Harbor International Equity Fund (HAINX). Any funds remaining in the two funds being eliminated were mapped to the fund replacing them respectively.

Effective July 1, 2011, a Self-Directed Brokerage Account (SDBA) was offered within the Plan.

Effective October 1, 2012, the plan replaced the Royce Premier Fund (RYPRX) with Royce Premier Fund Institutional Class Shares (RPFIX). Any funds remaining in the fund being eliminated were mapped to the replacement fund.

(a)Contributions

 

Under the terms of the Plan, full-time employees are eligible to participate in the Plan immediately. Part-time employees are eligible to participate upon completion of twelve months of service in which they have worked 1,000 hours or more. A participant may authorize payroll deductions from 1% to 60% of eligible pay (subject to certain legal limitations) as contributions, to be invested as authorized by the participant. The Plan allows participants to make Pre-tax and Roth contributions (from 1% to 50% of eligible pay) and other after-tax contributions (from 1% to 10% of eligible pay). Participants may also rollover amounts representing distributions from other defined benefit and/or defined contribution plans. Participants direct their contributions into various investment options offered by the Plan and may elect to change their investment authorizations at any time.

 

Effective January 1, 2011, the Plan provided a 1% automatic enrollment feature.

4

First horizon National corporation savings plan

Notes to Financial Statements

December 31, 2012 and 2011

(1)Plan Description (continued)

The Company makes three types of contributions on behalf of participants to the Plan.

 

Company matching contributions - After one year of service all participants are eligible for matching contributions. All participants receive 50% of the first 1% to 6% of participant pre-tax and Roth 401(k) contributions and are invested in the First Horizon National Corporation Stock Fund (ESOP). These contributions may be redirected into the other investment options within the plan. These contributions are 100% vested at all times.

 

Company savings contributions – The Company provides Flexible Dollars to employees to spend on benefits or to deposit into the Plan. Participants’ Flexible Dollars deposited into the Plan are identified as Company savings contributions and are not eligible for matching contributions. These contributions are 100% vested at all times.

 

The Company may also make Employer Non Elective Contributions (ENEC) for employees who are not participants in the First Horizon Pension Plan. ENEC contributions, which are based upon Company performance from the previous year, are determined annually as a percentage of an eligible participant’s eligible earnings. These contributions are subject to a two year vesting schedule at which point they become 100% vested.

 

(b)Payment of Benefits

 

On termination of service due to death, disability, retirement or termination of service for other reasons, a participant or beneficiary may elect to receive a lump-sum amount equal to the value of the participant’s vested interest in their account, or a direct rollover into an eligible retirement plan, as defined. Qualified retirees are also given the option of partial distributions, with such distributions limited to four per calendar year. The Plan also provides for in-service and hardship withdrawals. A participant may request a withdrawal of all or part of their after-tax, rollover and vested ENEC contributions at any time. Upon obtaining the age of 59 ½, a participant may request a withdrawal of all or a portion of the value of their vested account. Hardship withdrawals are allowed at any time for certain financial needs, as defined. Account balances invested in the ESOP may be received in the form of shares of Company common stock.

 

(c)Participant Accounts

Each participant’s account is credited with the participant’s contributions, the Company’s contributions and Plan earnings or losses, and is charged with an allocation of asset management fees and certain other recordkeeping expenses. Allocations are based upon participant contributions or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account balance.

5

First horizon National corporation savings plan

Notes to Financial Statements

December 31, 2012 and 2011

 

(1)Plan Description (continued)

 

(d)Vesting

 

Participants are vested immediately in their contributions, the Company matching contributions and the Company savings contributions, plus actual earnings thereon. Vesting in the ENEC portion of their accounts is based on years of continuous service. ENEC contributions are subject to a two year vesting schedule at which point the contributions become 100% vested.

 

(e)Forfeited accounts

 

At December 31, 2012 forfeited nonvested accounts totaled $126,095, including $41,570 of forfeitures from the 2012 plan year. Forfeited amounts may be reallocated to eligible participants based upon eligible compensation as defined by the plan agreement, used to offset employer contributions, be applied to restore participant’s non-vested account upon timely exercise of a buy-back right, or be applied towards expenses of administration of the plan or its related trust.

 

(f)Participant Notes Receivable

 

Active employee participants may borrow from their accounts a minimum of $1,000 up to the lesser of $50,000 or 50% of their vested account balance. General purpose loan terms range from 6 to 60 months and primary residence loan terms range from 6 to 120 months. The loans are secured by the balance in the participant’s account. Interest rates are set quarterly based on the interest rate on the 15th day of the month preceding the new quarter and is based on the prime rate as published in the Wall Street Journal. At December 31, 2012 interest rates ranged from 3.25% to 8.25%. Principal and interest is paid ratably through payroll deductions. Prior to April 1, 2009 participants could have up to 3 loans outstanding at one time. After April 1, 2009 up to two loans may be outstanding at one time, but participants can have only one general purpose loan and one primary residence loan per calendar year. Participants who rolled over three outstanding loans prior to April 1, 2009 will be allowed to keep the outstanding loans.

 

(2)Summary of Significant Accounting Policies

 

(a)Basis of Accounting

 

The financial statements of the Plan are prepared under the accrual method of accounting, with the exception of benefit payments which are recorded when paid.

 

As described in Accounting Standard Codification 962 (“ASC 962”), formerly known as Financial Accounting Standards Board (FASB) Staff Position AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the FSP), investments in fully benefit-responsive investment contracts are required to be presented at fair value. However, contract value is the relevant

6

First horizon National corporation savings plan

 

Notes to Financial Statements

 

December 31, 2012 and 2011

 

(2)Summary of Significant Accounting Policies (continued)

 

measurement attribute for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. The Plan invests in fully benefit responsive contracts in the stable value fund. As required by ASC 962, the accompanying Statements of Net Assets Available for Benefits present the fair value of the investments in the stable value fund as well as the adjustment to contract value relating to the investment contracts. The accompanying Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis.

 

(b)Use of Estimates

 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

 

(c)Investment Valuation and Income Recognition

 

Investments in mutual funds are recorded at fair value based on the funds’ reported closing net asset values as of the last business day of the year. The mutual funds held by the plan are deemed to be actively traded. Investments in money market funds are stated at fair value based on the closing net asset value of shares held by the Plan at year end. The investment in the stable value fund is stated at contract value as determined by the issuer based on the cost of the underlying investments in guaranteed investment contracts plus accrued interest income less amounts withdrawn to pay benefits. The fair value of the stable value fund is based on discounting the related cash flows of the underlying guaranteed investment contracts based on current yields of similar instruments with comparable durations. The investments in other common/collective trust funds are valued at the closing net asset values determined by the trustees of such funds based upon the fair value of the underlying securities held by a fund less its liabilities. Investments in common stocks are valued at the last reported sales price on the active market on which the individual securities are traded on the last business day of the year. U.S. government agency securities are valued at the mean of the bid and ask prices on the last business day of the year. Investments held in the self-directed brokerage account constitute of a broad array of stocks, mutual funds, money market funds, and partnerships/joint venture interests. Fair values of these investments are determined based on evaluated prices using observable, market-based inputs such as data from Interactive Data. There were no changes in the valuation methodologies used at December 31, 2012 and 2011.

 

The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or future fair values. Furthermore, although plan management believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

7

First horizon National corporation savings plan

 

Notes to Financial Statements

 

December 31, 2012 and 2011

 

(2)Summary of Significant Accounting Policies (continued)

 

Investment transactions are recorded on a trade-date basis. Interest income is recorded on the accrual basis and is recognized when earned. Dividend income is accrued on the ex-dividend date. Realized gains and losses from investment transactions are reported on the average cost method. Investment income includes unrealized appreciation and depreciation of investments.

 

Pursuant to the Plan document, certain retirees are allowed to segregate and direct the investment of their accounts and defer payment of benefits. These investments are individually valued according to the accounts and are presented in a single line item in the financial statements.

 

Effective July 1, 2011, the Plan also made available to plan participants a self-directed brokerage account, in which participants may invest in a broad array of stocks, mutual funds, money market funds, and partnership/joint venture interests.

 

(d)Contributions

 

Participant and Employer contributions are recognized when earned. Rollovers are recognized when approved by the Plan Sponsor.

 

(e)Benefit Payments

 

Benefits paid to participants or beneficiaries are recognized when paid.

 

(f)Administrative Expenses

 

Administrative expenses are recognized when incurred.

 

(g)Participant Notes Receivable

 

Notes receivable from participants are measured at their unpaid principal balances plus any accrued but unpaid interest. Delinquent participant loans are reclassified as distributions based upon the terms of the plan agreement.

 

(h)Recent Accounting Pronouncements

In May 2011, the FASB issued Accounting Standards Update 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (ASU 2011-04). ASU 2011-04 amended Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures, to converge the fair value measurement guidance in U.S. generally accepted accounting principles and International Financial Reporting Standards. Some of the amendments clarify the application of existing fair value measurement requirements, while other amendments change a particular principle in ASC 820. In addition, ASU 2011-04 requires additional fair value disclosures. The amendments are to be applied prospectively and are

8

First horizon National corporation savings plan

 

Notes to Financial Statements

 

December 31, 2012 and 2011

 

(2)Summary of Significant Accounting Policies (continued)

 

effective for annual periods beginning after December 15, 2011. Adoption of this guidance did not have an impact on the Plan’s financial statements.

 

(3)Risks and Uncertainties

 

Investment securities, including First Horizon National Corporation common stock, are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in their fair values could occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits.

 

(4)Concentration of participant investments

 

The Plan has a significant portion of its assets invested in First Horizon National Corporation common stock. This investment in First Horizon National Corporation common stock approximates 28% of the Plan’s net assets available for benefits as of December 31, 2012.

 

(5)Plan Termination

 

Although it has not expressed any intent to do so, the Plan Sponsor has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of termination, the Plan provides that all affected participants’ interests will become fully vested and nonforfeitable.

 

(6)Tax Status of Plan

 

The Internal Revenue Service (IRS) has determined and informed the Plan Sponsor by a letter dated July 23, 2012, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since receipt of such letter; however, the Plan’s management believes that the Plan remains in compliance with the applicable requirements of the IRC. Management is unaware of any course of action or series of events that have occurred that might adversely affect the Plan’s qualified status.

 

Accounting principles generally accepted in the United States of America require plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the Internal Revenue Service. The plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2012, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The plan administrator believes it is no longer subject to income tax examinations for years prior to December 31, 2009.

9

First horizon National corporation savings plan

 

Notes to Financial Statements

 

December 31, 2012 and 2011

 

(7)Related Party Transactions

 

Certain plan investments are shares of First Horizon National Corporation common stock and mutual funds and common collective trust funds managed by Wilmington Trust Company. First Horizon National Corporation is the Plan sponsor and Wilmington Trust Company is the trustee and custodian and, therefore, these transactions qualify as party-in-interest transactions.

 

The Company also provides the Plan with certain management and administrative services for which no fees are charged.

 

(8)Investments

 

The following presents investments that represent 5 percent or more of the Plan’s net assets at December 31, 2012 and 2011:

 

   2012   2011 
           
First Horizon National Corporation – common stock  $103,828,076   $91,504,126 
Blackrock S&P 500 Index Fund   44,896,052    40,643,774 
Royce Premier Fund   40,615,402    40,828,374 
Dodge & Cox Balanced Fund   29,881,365    27,074,008 
Thornburg Int’l Value Fund – R5   25,951,509    24,687,889 
Invesco Stable Value Fund   25,761,922    26,858,242 
Goldman Sachs Financial Square – money market fund   20,918,449    19,660,714 

 

For the year ended December 31, 2012, the Plan’s investments, including gains and losses on investments bought and sold as well as held during the year, appreciated in value by $ 41,486,609, as follows:

 

   2012 
First Horizon National Corporation – common stock fund  $20,820,489 
Common stock   81,957 
Common/collective trust funds   9,158,938 
Mutual funds/money market funds   11,412,634 
Partnerships/joint venture   (12,370)
Segregated participant investments   24,961 
   $41,486,609 
10

First horizon National corporation savings plan

Notes to Financial Statements

December 31, 2012 and 2011

(9)Fully Benefit Responsive Investments

The Plan invests in the Invesco Stable Value Trust which is a collective trust fund in the Institutional Retirement Trust. The Trust’s primary investment objectives are to provide preservation of principal, maintain a stable interest rate, and provide daily liquidity at contract value for participant withdrawals and transfers. The Trust holds synthetic guaranteed investment contracts (GIC’s). The GIC’s are portfolios of securities owned by the Trust with wrap contracts associated with the portfolios. The fair value of wrap contracts is determined by Invesco National Trust Company based on issuer ratings determined by reference to credit ratings published by ratings agencies and on the change in the present value of the contract’s replacement cost. The contract value is generally equal to the principal amounts invested in the underlying investments, plus interest accrued at a crediting rate established under the contract, less any adjustment for withdrawals.

The crediting rate on the wrap contracts is accrued daily under the trust’s wrap agreements and is the product of the contract value of the wrap agreements multiplied by the crediting rate as determined pursuant to the wrap agreement. The wrapper contract provides that the adjustments to the interest crediting rate will not result in an interest crediting rate that is less than zero. Wrapper contracts’ interest crediting rates are typically reset on a monthly or quarterly basis according to each contract.

In certain circumstances, the amount withdrawn from the wrapper contract would be payable at fair value rather than at contract value. These events include termination of the Plan, a material adverse change to the provisions of the Plan, the employer elects to withdraw from a wrapper contract in order to switch to a different investment provider, or if the terms of a successor plan do not meet the wrapper contract issuer’s underwriting criteria for issuance of a clone wrapper contract. Management of the trust believes it is not probable that such events would be of sufficient magnitude to limit the ability of the trust to transact at contract value with the participants in the trust.

The average yield of the stable value fund was 0.884% for 2012 and 1.231% for 2011 and the crediting interest rate was 1.816% for 2012 and 1.990% for 2011.

(10)Fair Value Measurements

ASC 820, Fair Value Measurements and Disclosures, establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described as follows:

 

11

First horizon National corporation savings plan

 

Notes to Financial Statements

 

December 31, 2012 and 2011

 

(10)Fair Value Measurements (continued)

 

Level 1Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the plan has the ability to access.

Level 2Inputs to the valuation methodology include:
·quoted prices for similar assets or liabilities in active markets;
·quoted prices for identical or similar assets or liabilities in inactive markets;
·inputs other than quoted prices that are observable for the asset or liability;
·inputs that are derived principally from or corroborated by observable market data by correlation or other means.

If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability.

 

Level 3Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

 

 

The asset or liability’s fair value measurement level within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. The following table sets forth by level, within the fair value hierarchy, the Plan’s investments at fair value as of December 31, 2012:

12

First horizon National corporation savings plan

 

Notes to Financial Statements

 

December 31, 2012 and 2011

 

(10)Fair Value Measurements (continued)

 

   Investments at Fair Value as of December 31, 2012 
   Level 1   Level 2   Level 3   Total 
Mutual funds                    
Balanced Fund  $29,881,365   $—   $—   $29,881,365 
Large Cap Funds   11,208,189    —    —    11,208,189 
Small Cap Funds   40,615,402    —    —    40,615,402 
Fixed Income Funds   16,071,700    —    —    16,071,700 
International Funds   25,951,509    —    —    25,951,509 
Growth Funds   7,359,743    —    —    7,359,743 
Total mutual funds   131,087,908    —    —    131,087,908 
Common stocks                    
Banking/financial services   103,828,076    —    —    103,828,076 
Other   1,118,237    —    —    1,118,237 
Total common stocks   104,946,313    —    —    104,946,313 
                     
Money market funds   22,957,002    —    —    22,957,002 
Common/collective trust funds                    
Index Funds   —    71,057,718    —    71,057,718 
Stable Value Funds   —    25,761,922    —    25,761,922 
Total common/collective trust funds   —    96,819,640    —    96,819,640 
Self directed brokerage window                    
Short-term investments   1,410,852    —    —    1,410,852 
Common stock   2,198,566    —    —    2,198,566 
Mutual funds   2,142,866    —    —    2,142,866 
Partnerships   159,829    —    —    159,829 
Total self directed brokerage window   5,912,113    —    —    5,912,113 
                     
   $264,903,336   $96,819,640   $—   $361,722,976 
13

First horizon National corporation savings plan

 

Notes to Financial Statements

 

December 31, 2012 and 2011

 

(10)Fair Value Measurements (continued)
   

The following table sets forth by level, within the fair value hierarchy, the Plan’s investments at fair value as of December 31, 2011:

 

   Investments at Fair Value as of December 31, 2011 
   Level 1   Level 2   Level 3   Total 
Mutual funds                    
Balanced Fund  $27,074,008   $—   $—   $27,074,008 
Large Cap Funds   7,990,575    —    —    7,990,575 
Small Cap Funds   40,828,374    —    —    40,828,374 
Fixed Income Funds   15,979,325    —    —    15,979,325 
International Funds   24,687,889    —    —    24,687,889 
Growth Funds   6,395,211    —    —    6,395,211 
Total mutual funds   122,955,382    —    —    122,955,382 
Common stocks                    
Banking/financial services   91,504,126    —    —    91,504,126 
Other   1,174,677    —    —    1,174,677 
Total common stocks   92,678,803    —    —    92,678,803 
U.S. government securities   —    72,196    —    72,196 
Money market funds   21,631,606    —    —    21,631,606 
Common/collective trust funds                    
Index Funds   —    58,934,550    —    58,934,550 
Stable Value Funds   —    26,858,242    —    26,858,242 
Total common/collective trust funds   —    85,792,792    —    85,792,792 
Self directed brokerage window                    
Short-term investments   635,775    —    —    635,775 
Common stock   679,191    —    —    679,191 
Mutual funds   654,276    —    —    654,276 
Partnerships   36,075    —    —    36,075 
Total self directed brokerage window   2,005,317    —    —    2,005,317 
                     
   $239,271,108   $85,864,988   $—   $325,136,096 

 

(11)Benefits Payable

Included in net assets available for benefits are amounts allocated to individuals who have elected to withdraw from the Plan, but have not been paid as of December 31, 2012 or 2011. Plan assets allocated to these participants were $624,835 for 2012 and $87,639 for 2011.

14

First horizon National corporation savings plan

 

Notes to Financial Statements

 

December 31, 2012 and 2011

 

(12)Reconciliation of Financial Statements to Form 5500

The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500 expected to be filed for 2012:

 

   2012   2011 
           
Net assets available for benefits per the financial statements  $369,180,332   $332,730,930 
Less: Benefit payable    (624,835)   (87,639)
Add: Adjustment to contract value   

1,035,704

    

885,508

 
Net assets available for benefits per the Form 5500  $369,591,201   $333,528,799 

 

The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500 expected to be filed for 2012:

 

   2012 
      
Benefits paid to participants per the financial statements  $38,541,545 
Less:  accrual for prior year   (87,639)
Add:  accrual for current year   624,835 
Benefits paid to participants per the Form 5500  $39,078,741 

 

The following is a reconciliation of the total increase (decrease) in net assets of the plan per the financial statements to the Form 5500 expected to be filed for 2012:

 

   2012 
      
Total increase in assets per the financial statements  $36,449,402 
Cumulative adjustment to contract value   150,196 
Cumulative benefits payable   (537,196)
Net income (loss) per the Form 5500  $36,062,402 

 

(13)Subsequent Events Evaluation

 

Effective January 1, 2013, The Savings Plan company match doubled for all eligible employees. For every dollar contributed to the plan (pre-tax and/or Roth), up to 6 percent of a participant’s eligible earnings will be matched 100 percent.

 

All employees hired on or after January 1, 2013, are now subject to a three-year vesting schedule for the company match at which point the contributions become 100 percent vested.

 

Effective January 1, 2013, upon the freeze of the Company’s qualified pension plan, all employees not participating in a regular bonus program provided by the company are eligible to participate in the ENEC program, assuming contributions are made.

15

First horizon National corporation savings plan

 

Notes to Financial Statements

 

December 31, 2012 and 2011

 

(13)Subsequent Events Evaluation (continued)

 

Effective January 1, 2013, the company match follows the participant’s current investment elections and is no longer invested into company stock.

 

In accordance with ASC 855, Subsequent Events, Plan management has evaluated events that have occurred subsequent to the year ended December 31, 2012.

16

FIRST HORIZON NATIONAL CORPORATION SAVINGS PLAN

 

Schedule H, Line 4i - Schedule of Assets (Held at End of Year)

 

Plan Number: 002

EIN: 62-0803242

December 31, 2012

 

(a)   (b)   (c)     (e)
        Description of investment      
        including maturity date,      
    Identity of issue, borrower,   rate of interest, collateral,     Current
    lessor, or similar party   par, or maturity value     value
               
*   Wilmington Prime Money Market Fund W Class   Money market fund   $ 1,914,780
    Goldman Sachs Financial Square Government   Money market fund     20,918,449
        Total money market funds     22,833,229
               
    First Horizon Self Directed Brokerage Account   Self-Directed Brokerage Account     5,912,113
               
    Invesco Stable Value Fund   Common/collective - stable value fund     25,761,922
               
    Barclays Global Life Path Index 2015 Fund   Common/collective trust fund     3,048,002
    Barclays Global Life Path Index 2020 Fund   Common/collective trust fund     3,986,863
    Barclays Global Life Path Index 2025 Fund   Common/collective trust fund     3,566,538
    Barclays Global Life Path Index 2030 Fund   Common/collective trust fund     2,552,302
    Barclays Global Life Path Index 2035 Fund   Common/collective trust fund     1,789,080
    Barclays Global Life Path Index 2040 Fund   Common/collective trust fund     1,747,187
    Barclays Global Life Path Index 2045 Fund   Common/collective trust fund     1,764,765
    Barclays Global Life Path Index Retirement   Common/collective trust fund     2,494,094
    Blackrock Aggregate Bond Index Fund   Common/collective trust fund     3,304,389
    Blackrock MSCI ACWI EX US Fund   Common/collective trust fund     817,666
    Blackrock Russell 2000 Index Fund   Common/collective trust fund     1,090,780
    Blackrock S&P 500 Index Fund   Common/collective trust fund     44,896,052
        Total common/collective trust funds     71,057,718
               
    Dodge & Cox Balanced Fund   Mutual fund     29,881,365
    T Rowe Price Institution Large Cap Value Fd   Mutual fund     6,786,809
    Mainstay Large Cap Growth Fund   Mutual fund     4,421,380
    Royce Premier Fund   Mutual fund     40,615,402
    Goldman Sachs Core Fixed Income   Mutual fund     16,071,700
    Lord Abbett Developing Growth Fund Inc   Mutual fund     7,359,743
    Thornburg Intl Value Fund-R5   Mutual fund     25,951,509
        Total mutual funds     131,087,908
               
*   First Horizon National Corporation   First Horizon National Corporation common stock fund, 11,386,989.82 units     103,828,076
             
*   Participant Loans   Loan fund, interest rates ranging from 3.25% to 8.25%, collateralized by participants’ right, title and interest in and to the Plan     7,672,867
               
    Segregated participant investments:          
               
    Fidelity Inst’l Govt Portfolio   Money market fund     123,773
               
    Exxon Mobil Corporation   Corporate stock, 10,856 shares     939,587
    Murphy Oil Corporation   Corporate stock, 3,000 shares     178,650
        Total corporate stock     1,118,237
               
            $ 369,395,843

 

* Indicates party-in-interest to the Plan.

 

See accompanying report of independent registered public accounting firm.

17

EXHIBITS

 

The following documents are filed as exhibits to this Form 11-K:

 

1.Consent of Independent Registered Public Accounting Firm [Mayer Hoffman McCann PC].

 

SIGNATURES

 

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Pension, Savings and Flexible Plan Committee of the First Horizon National Corporation Savings Plan (“Plan”) has duly caused this annual report to be signed on behalf of the Plan by the undersigned hereunto duly authorized.

 

    FIRST HORIZON NATIONAL CORPORATION SAVINGS PLAN  
       
Date:  June 27, 2013 By: /s/ Tanya L. Hart  
    Tanya L. Hart  
    Senior Vice President – Executive Compensation Manager and Member of the Pension, Savings and Flexible Compensation Committee  
 

EXHIBIT INDEX

 

No. Description
   
23.1 Consent of Independent Registered Public Accounting Firm
  [Mayer Hoffman McCann PC]