SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 11-K

 

(Mark One)

 

  x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  

 

For the Fiscal Year Ended December 31, 2014

 

OR

 

  o 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, 2014 and 2013

 

(With Report of Independent Registered Public Accounting Firm Thereon)

 

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, 2014 and 2013 2
Statement of Changes in Net Assets Available for Benefits, Year ended December 31, 2014 3
Notes to Financial Statements 4-16
Supplemental Schedule:  
Schedule H, Line 4i - Schedule of Assets (Held at End of Year), December 31, 2014 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, 2014 and 2013, and the related statement of changes in net assets available for benefits for the year ended December 31, 2014. 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 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. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2014 and 2013, and the changes in net assets available for benefits for the year ended December 31, 2014, in conformity with accounting principles generally accepted in the United States of America.

 

The supplemental information in the accompanying schedule of assets (held at end of year) as of December 31, 2014, has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements but includes supplemental 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 information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information in the accompanying schedule, we have evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

 

/s/ Mayer Hoffman McCann P.C.

 

Memphis, Tennessee

June 25, 2015

 

FIRST HORIZON NATIONAL CORPORATION SAVINGS PLAN

 

Statements of Net Assets Available for Benefits

 

December 31, 2014 and 2013

 

   2014   2013 
Assets:          
Investments - at fair value: (Notes 2, 8 and 10)          
First Horizon National Corporation, common stock fund  $124,401,123   $113,183,745 
Mutual funds   153,775,956    154,774,221 
Money market funds   20,022,471    22,370,025 
Stable value fund (common/collective trust)   26,111,135    25,724,261 
Common/collective trust funds   114,708,913    95,169,707 
Segregated participant investments   1,199,871    1,376,931 
Self-directed brokerage account          
Short-term investments   3,035,659    1,802,658 
Common stock   4,660,957    2,866,490 
Preferred stock   24,241    — 
Mutual funds   2,513,156    2,777,047 
Partnerships   97,579    82,511 
Total self directed brokerage account   10,331,592    7,528,706 
Total investments - at fair value   450,551,061    420,127,596 
           
Cash - brokerage account   —    16,160 
           
Receivables:          
Employer contributions   437,516    320,435 
Notes receivable from participants   8,813,829    8,091,371 
Due from broker   95,479    105,287 
Due from broker - brokerage account   137,884    344,236 
Interest and dividends - brokerage account   6,636    4,021 
Total receivables   9,491,344    8,865,350 
Total assets   460,042,405    429,009,106 
Liabilities:          
Expense accrual   107,910    219,347 
Due to broker - brokerage account   201,773    77,717 
Total liabilities   309,683    297,064 
Net assets reflecting investments at fair value   459,732,722    428,712,042 
           
Adjustment to contract value from fair value for interest in common/collective trust relating to fully benefit-responsive investment contracts   (510,831)   (328,006)
Net Assets Available for Benefits  $459,221,891   $428,384,036 

 

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, 2014

 

   2014 
Additions:     
Additions to net assets attributed to:     
Investment income:     
Net appreciation in investments (See note 8)  $22,225,323 
Interest and dividend income   12,592,767 
Total investment income   34,818,090 
      
Interest income on notes receivable from participants   278,134 
      
Contributions:     
Participants   17,801,802 
Employer   13,003,794 
Rollovers   1,110,233 
Total contributions   31,915,829 
Total additions   67,012,053 
Deductions:     
Deductions from net assets attributed to:     
Benefits paid to participants or beneficiaries   35,451,233 
Administrative expenses   722,965 
Total deductions   36,174,198 
      
Net increase   30,837,855 
      
Net assets available for benefits:     
Beginning of year   428,384,036 
End of year  $459,221,891 

 

See accompanying notes to financial statements.

3

FIRST HORIZON NATIONAL CORPORATION SAVINGS PLAN

 

Notes to Financial Statements

 

December 31, 2014 and 2013

 

(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 served as trustee of the Plan through March 31, 2015. 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. Aon Hewitt served as the recordkeeper of the Plan through March 31, 2015.

 

Effective November 14, 2014, the Plan eliminated the BlackRock Life Path Index 2015 Fund. Any funds remaining in the fund being eliminated were mapped to the BlackRock Life Path Index Retirement Fund. Also effective November 14, 2014, the Plan added the BlackRock Life Path Index 2050 Fund and the BlackRock Life Path Index 2055 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, 2014, automatic savings plan enrollment deferrals for new hires, rehires, and newly eligible enrollees increased from 1% to 3%.

 

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

4

FIRST HORIZON NATIONAL CORPORATION SAVINGS PLAN

 

Notes to Financial Statements

 

December 31, 2014 and 2013

 

(1) Plan Description (continued)

 

Company matching contributions - After one year of service all participants are eligible for matching contributions. Effective January 1, 2013, all participants receive 100% matching of the first 1% to 6% of participant pre-tax, catch-up, and Roth 401(k) contributions. These contributions will be invested according to a participant’s current investment elections. Prior to 2013, matching contributions were received for 50% of the first 1% to 6% of eligible participant contributions and were invested in the First Horizon National Corporation Stock Fund (ESOP) but could be redirected into the other investment options within the plan. Effective January 1, 2013, these contributions are subject to a three-year vesting schedule for new hires. For all other savings plan participants, 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 not participating in a regular bonus program provided by the Company. 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. 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, 2014 and 2013

 

(1) Plan Description (continued)

 

(d)Vesting

 

Participants are vested immediately in their personal contributions, plus actual earnings thereon. Effective January 1, 2013, company matching contributions are subject to a three-year vesting schedule for new hires. For all other savings plan participants, these contributions are 100% vested at all times. Vesting in the ENEC portion of a participant’s account 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, 2014 forfeited nonvested accounts totaled $126,060. 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, 2014, 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 measurement attribute for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts

6

FIRST HORIZON NATIONAL CORPORATION SAVINGS PLAN

 

Notes to Financial Statements

 

December 31, 2014 and 2013

 

(2) Summary of Significant Accounting Policies (continued)

 

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 accounting principles generally accepted in the United States of America 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. The ESOP is accounted for on a unit accounting basis for which the investment is stated at the closing net asset value determined by the Plan’s trustee as of 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. Investments held in relation to segregated participant accounts include money market funds and common stock, which are valued as discussed above in reference to other Plan assets. There were no changes in the valuation methodologies used at December 31, 2014 and 2013.

 

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

7

FIRST HORIZON NATIONAL CORPORATION SAVINGS PLAN

 

Notes to Financial Statements

 

December 31, 2014 and 2013

 

(2) Summary of Significant Accounting Policies (continued)

 

certain financial instruments could result in a different fair value measurement at the reporting date.

 

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.

 

The Plan also provides to plan participants a self-directed brokerage account option, 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

 

Effective January 2014, the Plan adopted the provisions of FASB Accounting Standards Update (ASU) 2013-11 “Income Taxes: Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.” ASU 2013-11 provides guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. Generally, ASU 2013-11 requires that an unrecognized tax benefit should reduce a deferred tax asset (DTA) that has been established for a net operating loss (NOL), a tax credit carryforward, or other similar tax losses. However, if a filer does not have such carryforwards or similar tax losses at the reporting date, the uncertain tax position

8

FIRST HORIZON NATIONAL CORPORATION SAVINGS PLAN

 

Notes to Financial Statements

 

December 31, 2014 and 2013

 

(2) Summary of Significant Accounting Policies (continued)

 

should be recorded as a liability. If a filer does have a DTA, but is not required by tax law of the applicable jurisdiction to use the DTA to settle additional taxes from the disallowance of a tax position and that is the filer’s intent, the uncertain tax position should be recognized as a liability in that situation as well and not netted with the DTA. The assessment of whether a DTA is available is based on the unrecognized tax benefit and DTA that exist at the reporting date and should be made presuming disallowance of the tax position at the reporting date. The adoption of the provisions of ASU 2013-11 had no effect on the Plan’s financial statements.

 

In May 2015, the FASB issued ASU 2015-07, “Fair Value Measurement: Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent).” Currently, investments valued using the practical expedient are categorized within the fair value hierarchy, with diversity in practice in how certain investments measured at net asset value with future redemption dates should be categorized within the fair value hierarchy. Under ASU 2015-07, if an investment has its fair value measured at net asset value per share (or its equivalent) using the practical expedient, it should not be categorized in the fair value hierarchy. By removing these types of investments from the fair value hierarchy chart, ASU 2015-07 eliminates the diversity in classification of these investments and ensures that all investments categorized in the fair value hierarchy are classified consistently. Investments that calculate net asset value per share (or its equivalent) without the use of the practical expedient will continue to be included in the fair value hierarchy. For public business entities, the amendments will be effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015, and will be applied retrospectively to all periods presented.  Early adoption of ASU 2015-07 is permitted. The Company is currently evaluating the effects of ASU 2015-07 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 27% of the Plan’s net assets available for benefits as of December 31, 2014.

 

(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.

9

FIRST HORIZON NATIONAL CORPORATION SAVINGS PLAN

 

Notes to Financial Statements

 

December 31, 2014 and 2013

 

(6) Tax Status of Plan

 

The Internal Revenue Service (IRS) has determined and informed the Plan Sponsor by a letter dated August 21, 2014, 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, 2014, 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, 2011.

 

(7) Related Party and Party in Interest 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 was the trustee and custodian through March 31, 2015 and, therefore, these transactions qualify as party-in-interest transactions. Additionally, through the self-directed brokerage window, funds are held in short term investments managed by Aon Hewitt. Since Aon Hewitt was the recordkeeper of the plan through March 31, 2015, such transactions also 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 as of December 31, 2014 and 2013:

 

   2014   2013 
First Horizon National Corporation - Common Stock  $124,401,123   $113,183,745 
BlackRock S&P 500 Index Fund   63,893,935    55,832,693 
Dodge & Cox Balanced Fund   43,737,110    39,027,740 
Royce Premier Fund   38,245,722    44,342,024 
Invesco Stable Value Fund   26,111,135    25,724,261 
Thornburg Intl Value Fund-R5   22,098,357*   27,179,535 

 

* Presented for comparative purposes only. Does not represent 5% or more of the fair value of the Plan's net assets as of December 31, 2014.

10

FIRST HORIZON NATIONAL CORPORATION SAVINGS PLAN

 

Notes to Financial Statements

 

December 31, 2014 and 2013

 

(8) Investments (continued)

 

For the year ended December 31, 2014, the Plan’s investments, including gains and losses on investments bought and sold as well as held during the year, appreciated in value by $ 22,225,323, as follows:

 

   2014 
First Horizon National Corporation - common stock fund  $17,762,478 
Common stock   (187,443)
Preferred stock   2,849 
Common/collective trust funds   9,874,725 
Mutual funds/money market funds   (5,098,022)
Partnerships/joint venture   (22,164)
Segregated participant investments   (107,100)
   $22,225,323 

 

(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 1.374% for 2014 and 1.256% for 2013 and the crediting interest rate was 1.626% for 2014 and 1.449% for 2013.

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FIRST HORIZON NATIONAL CORPORATION SAVINGS PLAN

 

Notes to Financial Statements

 

December 31, 2014 and 2013

 

(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:

 

  Level 1 Inputs 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 2 Inputs 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 3 Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
12

first horizon national corporation savings Plan

 

Notes to Financial Statements

 

December 31, 2014 and 2013

 

(10) Fair Value Measurements (continued)

 

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, 2014:

 

Investments at Fair Value as of December 31, 2014

 

   Level 1   Level 2   Level 3   Total 
Mutual funds                    
Balanced fund  $43,737,110   $—   $—   $43,737,110 
Large cap funds   21,343,812    —    —    21,343,812 
Small cap funds   38,245,722    —    —    38,245,722 
Fixed income funds   14,232,505    —    —    14,232,505 
International funds   22,098,357    —    —    22,098,357 
Growth funds   14,118,450    —    —    14,118,450 
Total mutual funds   153,775,956    —    —    153,775,956 
Common stocks                    
Banking/financial services   124,401,123    —    —    124,401,123 
Other   1,016,857    —    —    1,016,857 
Total common stocks   125,417,980    —    —    125,417,980 
                     
Money market funds   20,205,485    —    —    20,205,485 
Common/collective trust funds                    
Index funds   —    114,708,913    —    114,708,913 
Stable value funds   —    26,111,135    —    26,111,135 
Total common/collective trust funds   —    140,820,048    —    140,820,048 
Self directed brokerage account                    
Short-term investments   3,035,659    —    —    3,035,659 
Common stock   4,660,957    —    —    4,660,957 
Preferred stock   24,241              24,241 
Mutual funds   2,513,156    —    —    2,513,156 
Partnerships   97,579    —    —    97,579 
Total self directed brokerage account   10,331,592    —    —    10,331,592 
                     
                     
   $309,731,013   $140,820,048   $—   $450,551,061 
13

first horizon national corporation savings Plan

 

Notes to Financial Statements

 

December 31, 2014 and 2013

 

(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, 2013:

 

Investments at Fair Value as of December 31, 2013

 

   Level 1   Level 2   Level 3   Total 
Mutual funds                    
Balanced fund  $39,027,740   $—   $—   $39,027,740 
Large cap funds   17,914,897    —    —    17,914,897 
Small cap funds   44,342,024    —    —    44,342,024 
Fixed income funds   13,064,047    —    —    13,064,047 
International funds   27,179,535    —    —    27,179,535 
Growth funds   13,245,978    —    —    13,245,978 
Total mutual funds   154,774,221    —    —    154,774,221 
Common stocks                    
Banking/financial services   113,183,745    —    —    113,183,745 
Other   1,224,553    —    —    1,224,553 
Total common stocks   114,408,298    —    —    114,408,298 
                     
Money market funds   22,522,403    —    —    22,522,403 
Common/collective trust funds                    
Index funds   —    95,169,707    —    95,169,707 
Stable value funds   —    25,724,261    —    25,724,261 
Total common/collective trust funds   —    120,893,968    —    120,893,968 
Self directed brokerage account                    
Short-term investments   1,802,658    —    —    1,802,658 
Common stock   2,866,490    —    —    2,866,490 
Mutual funds   2,777,047    —    —    2,777,047 
Partnerships   82,511    —    —    82,511 
Total self directed brokerage account   7,528,706    —    —    7,528,706 
                     
                     
   $299,233,628   $120,893,968   $—   $420,127,596 
14

first horizon national corporation savings Plan

 

Notes to Financial Statements

 

December 31, 2014 and 2013

 

(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, 2014 or 2013. Plan assets allocated to these participants were $351,393 for 2014 and $620,819 for 2013.

 

(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 2014:

 

   2014   2013 
         
Net assets available for benefits per the financial statements  $459,221,891   $428,384,036 
Less:   Benefit payable   (351,393)   (620,819)
Add:    Adjustment to contract value   510,831    328,006 
Net assets available for benefits per the Form 5500  $459,381,329   $428,091,223 

 

The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500 expected to be filed for 2014:

 

   2014 
     
Benefits paid to participants per the financial statements  $35,451,233 
Less:  accrual for prior year   (620,819)
Add:  accrual for current year   351,393 
Benefits paid to participants per the Form 5500  $35,181,807 

 

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 2014:

 

   2014 
     
Total increase in assets per the financial statements  $30,837,855 
Cumulative adjustment to contract value   182,825 
Cumulative benefits payable   269,426 
Net income (loss) per the Form 5500  $31,290,106 
15

first horizon national corporation savings Plan

 

Notes to Financial Statements

 

December 31, 2014 and 2013

 

(13) Subsequent Events Evaluation

 

Effective April 1, 2015, the Company replaced the trustee of the Plan, Wilmington Trust, with State Street Bank and Trust Company. The Company also replaced the recordkeeper of the Plan, Aon Hewitt, with Transamerica Retirement Solutions Corporation.

 

Prior to April 1, 2015, participants could have loan terms that ranged from 6 months for both general purpose and primary residence loans. Additionally, participants could only have one general purpose loan and one primary residence loan per calendar year. After April 1, 2015, the minimum loan term increased to 12 months for both general purpose and primary residence loans. Also effective April 1, 2015, while the two loans outstanding maximum remains in effect (for loans approved after April 1, 2009), participants may have either two general purpose loans outstanding or one general purpose loan and one primary residence loan.

 

The Plan has evaluated subsequent events through the date that the financial statements were filed with the Securities and Exchange Commission.

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, 2014

 

(a)  (b)  (c)  (e) 
   Identity of issue, borrower,
lessor, or similar party		  Description of investment
including maturity date,
rate of interest, collateral,
par, or maturity value		  Current
value		 
            
*  Wilmington Prime Money Market Fund W Class  Money market fund  $647,972 
   Goldman Sachs Financial Square Government  Money market fund   19,374,499 
      Total money market funds   20,022,471 
            
*  First Horizon Self Directed Brokerage Account  Self-Directed Brokerage Account   10,331,592 
            
   Invesco Stable Value Fund  Common/collective - stable value fund   26,111,135 
            
   BlackRock Life Path Index 2020 Fund  Common/collective trust fund   7,324,719 
   BlackRock Life Path Index 2025 Fund  Common/collective trust fund   8,546,787 
   BlackRock Life Path Index 2030 Fund  Common/collective trust fund   4,564,367 
   BlackRock Life Path Index 2035 Fund  Common/collective trust fund   3,570,275 
   BlackRock Life Path Index 2040 Fund  Common/collective trust fund   3,502,719 
   BlackRock Life Path Index 2045 Fund  Common/collective trust fund   4,404,605 
   BlackRock Life Path Index 2050 Fund  Common/collective trust fund   4,349 
   BlackRock Life Path Index 2055 Fund  Common/collective trust fund   9,086 
   BlackRock Life Path Index Retirement  Common/collective trust fund   5,952,554 
   BlackRock Aggregate Bond Index Fund  Common/collective trust fund   3,725,609 
   BlackRock MSCI ACWI EX US Fund  Common/collective trust fund   3,846,972 
   BlackRock Russell 2000 Index Fund  Common/collective trust fund   5,362,936 
   BlackRock S&P 500 Index Fund  Common/collective trust fund   63,893,935 
      Total common/collective trust funds   114,708,913 
            
   Dodge & Cox Balanced Fund  Mutual fund   43,737,110 
   T Rowe Price Institution Large Cap Value Fd  Mutual fund   14,259,156 
   Mainstay Large Cap Growth Fund  Mutual fund   7,084,656 
   Royce Premier Fund  Mutual fund   38,245,722 
   Goldman Sachs Core Fixed Income  Mutual fund   14,232,505 
   Lord Abbett Developing Growth Fund Inc  Mutual fund   14,118,450 
   Thornburg Intl Value Fund-R5  Mutual fund   22,098,357 
      Total mutual funds   153,775,956 
            
*  First Horizon National Corporation  First Horizon National Corporation common stock fund, 10,003,815.17 units   124,401,123 
*  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   8,813,829 
            
   Segregated participant investments:        
            
   Fidelity Inst’l Govt Portfolio  Money market fund   183,014 
            
            
   Exxon Mobil Corporation  Corporate stock, 8,801 shares   813,652 
   Murphy Oil Corporation  Corporate stock, 3,000 shares   151,560 
   Murphy USA Inc  Corporate stock, 750 shares   51,645 
      Total corporate stock   1,016,857 
            
         $459,364,890 

 

* Indicates party-in-interest to the Plan. For First Horizon Self Directed Brokerage Account, this includes $3.0 million of short-term investments managed by Aon Hewitt, a related party.

 

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 P.C.].

 

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 25, 2015 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 P.C.]