FHN 10-K Annual Report Dec. 31, 2017 | Alphaminr
FIRST HORIZON NATIONAL CORP
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FHN 10-K Fiscal year ended Dec. 31, 2017

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FIRST HORIZON NATIONAL CORP
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For The Registrant S Common Equity, Related Stockholder Matters, and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors and Executive Officers Of The RegistrantItem 10 Topics Incorporated DisclosuresItem 10 TopicsItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related TransactionsItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

Agreement and Plan of Merger, dated as of May 3, 2017, by and among First Horizon National Corporation, Capital Bank Financial Corp., and Firestone Sub, Inc., incorporated by reference to Exhibit 2.1 to First Horizons Current Report on Form 8-K filed May 5, 2017.Restated Charter of FHN, incorporated by reference to Exhibit 3.1 to FHNs Current Report on Form 8-K dated May 1, 2013.Bylaws of First Horizon National Corporation, as amended and restated effective November 30, 2017, incorporated by reference to Exhibit 3.1 to FHNs Current report on Form 8-K filed December 1, 2017.Deposit Agreement, dated as of January 31, 2013, by and among FHN, Wells Fargo Bank, N.A., as depositary, and the holders from time to time of depositary receipts described therein, incorporated by reference to Exhibit 4.1 to FHNs Current Report on Form 8-K filed January 31, 2013.Equity Compensation Plan (as amended and restated April26, 2016), incorporated by reference to AppendixA to FHNs Proxy Statement for its annual meeting on April26, 2016.1997 Employee Stock Option Plan, as restated for amendments through December 15, 2008, incorporated by reference to Exhibit 10.2(d) to FHNs Quarterly Report on Form 10-Q for the quarter ended June 30, 2009.[1995] Non-Employee Directors Deferred Compensation Stock Option Plan, as restated for amendments through December 15, 2008, incorporated by reference to Exhibit 10.1(d) to FHNs Quarterly Report on Form 10-Q for the quarter ended June 30, 2009.2000 Non-Employee Directors Deferred Compensation Stock Option Plan, as restated for amendments through December 15, 2008, incorporated by reference to Exhibit 10.1(e) to FHNs Quarterly Report on Form 10-Q for the quarter ended June 30, 2009.Form of Grant Notice for Performance Stock Units Total Corporate Performance [2014], incorporated by reference to Exhibit 10.2 to FHNs Quarterly Report on Form 10-Q for the quarter ended March 31, 2014.Form of Grant Notice for Executive Performance Stock Units [2015], incorporated by reference to Exhibit 10.1to FHNs Quarterly Report on Form 10-Q for the quarter ended March 31, 2015.Form of Grant Notice for Executive Performance Stock Units [2016], incorporated by reference to Exhibit 10.1 to FHNs Quarterly Report on Form 10-Q for the quarter ended March 31, 2016.Form of Grant Notice for Special Retention Stock Units [2016], incorporated by reference to Exhibit 10.6 to FHNs Quarterly Report on Form 10-Q for the quarter ended March 31, 2016.Form of Grant Notice for Executive Performance Stock Units [2017], incorporated by reference to Exhibit 10.1 to FHNs Quarterly Report on Form 10-Q for the quarter ended March 31, 2017.Form of Agreement To Defer Receipt Of Shares Following Option Exercise, incorporated by reference to Exhibit 10.1 to FHNs Quarterly Report on Form 10-Q for the quarter ended June 30, 2017.First Tennessee Stock Option Enhancement Program, incorporated by reference to Exhibit 10.5(o) to FHNs Annual Report on Form 10-K for the year ended December 31, 2006.Form of Executive Stock Option Grant Notice [2012], incorporated by reference to Exhibit 10.4 to FHNs Quarterly Report on Form 10-Q for the quarter ended March 31, 2012.Form of Executive Stock Option Grant Notice [2013], incorporated by reference to Exhibit 10.2 to FHNs Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.Form of Grant Notice for Executive Stock Options [2014], incorporated by reference to Exhibit 10.3 to FHNs Quarterly Report on Form 10-Q for the quarter ended March 31, 2014.Form of Grant Notice for Executive Stock Options [2015], incorporated by reference to Exhibit 10.2 to FHNs Quarterly Report on Form 10-Q for the quarter ended March 31, 2015.Form of Grant Notice for Executive Stock Options [2016], incorporated by reference to Exhibit 10.2 to FHNs Quarterly Report on Form 10-Q for the quarter ended March 31, 2016.Form of Grant Notice for Special Retention Stock Options [2016], incorporated by reference to Exhibit 10.5 to FHNs Quarterly Report on Form 10-Q for the quarter ended March 31, 2016.Form of Grant Notice for Executive Stock Options [2017], incorporated by reference to Exhibit 10.2 to FHNs Quarterly Report on Form 10-Q for the quarter ended March 31, 2017.Form of Executive Retention Restricted Stock Grant Notice [2013], incorporated by reference to Exhibit 10.5 to FHNs Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.Form of Grant Notice for Executive Restricted Stock Units [2015], incorporated by reference to Exhibit 10.3 to FHNs Quarterly Report on Form 10-Q for the quarter ended March 31, 2015.Form of Grant Notice for Executive Retention Restricted Stock [2015], incorporated by reference to Exhibit 10.4 to FHNs Quarterly Report on Form 10-Q for the quarter ended March 31, 2015.Form of Grant Notice for Executive Restricted Stock Units [2016], incorporated by reference to Exhibit 10.3 to FHNs Quarterly Report on Form 10-Q for the quarter ended March 31, 2016.Form of Grant Notice for Executive Retention Restricted Stock Units [2016], incorporated by reference to Exhibit 10.4 to FHNs Quarterly Report on Form 10-Q for the quarter ended March 31, 2016.Form of Grant Notice for Executive Restricted Stock Units [2017], incorporated by reference to Exhibit 10.3 to FHNs Quarterly Report on Form 10-Q for the quarter ended March 31, 2017.Sections of Director Policy pertaining to compensation, incorporated by reference to Exhibit 10.5 to FHNs Quarterly Report on Form 10-Q for the quarter ended March 31, 2017.Management Incentive Plan (as amended and restated April26, 2016), incorporated by reference to AppendixB to FHNs Proxy Statement for its annual meeting on April26, 2016.Portions of FTN Financial Incentive Compensation Plan (as amended and restated October 2017) applicable to the annual bonus opportunity of the PresidentFTN Financial under the Management Incentive Plan, incorporated by reference to Exhibit 10.2 to FHNs Quarterly Report on Form 10-Q for the quarter ended September 30, 2017. This Exhibit applies to that bonus opportunity pursuant to FHNs bylaws, the charter of the Boards Compensation Committee, and action by the Committee taken on July 18, 2006.Firstpower Annual Bonus Plan, incorporated by reference to Exhibit 10.1 to FHNs Current Report on Form 8-K filed August 21, 2008.February 2007 form of change-in-control severance agreement between FHN and its executive officers, incorporated by reference to Exhibit 10.7(a2) to FHNs Current Report on Form 8-K dated February 20, 2007.Form of Amendment to February 2007 form of change-in-control severance agreement between FHN and its executive officers, incorporated by reference to Exhibit 10.7(a4) to FHNs Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.October 2007 form of change-in-control severance agreement between FHN and its executive officers,incorporated by reference to Exhibit 10.7(a5) to FHNs Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.Form of Change in Control Severance Agreement offered to executive officers on or after November 14, 2008, incorporated by reference to Exhibit 10.2 to FHNs Current Report on Form 8-K filed November 24, 2008.Form of Pension Restoration Plan (amended and restated as of January 1, 2008), incorporated by reference to Exhibit 10.7(e) to FHNs Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.Form of Amendment to Pension Restoration Plan, incorporated by reference to Exhibit 10.7(d2) to FHNs Annual Report on Form 10-K for the year ended December 31, 2009.Form of Amendment No. 3 to Pension Restoration Plan, incorporated by reference to Exhibit 10. 2 to FHNs Quarterly Report on Form 10-Q for the quarter ended September 30, 2011.Form of First Horizon National Corporation Savings Restoration Plan, incorporated by reference to Exhibit 10.1 to FHNs Current Report on Form 8-K filed July 17, 2012.Employment Agreement with R. Eugene Taylor, dated as of May 3, 2017, incorporated by reference to Exhibit 10.1 to FHNs Current Report on Form 8-K dated November 30, 2017.Directors and Executives Deferred Compensation Plan [originally adopted 1985], as amended and restated [2017], with forms of deferral agreement and 2007 addendum to deferral agreement, incorporated by reference to Exhibit 10.4 to FHNs Quarterly Report on Form 10-Q for the quarter ended June 30, 2017.Form of Amendment to Directors and Executives Deferred Compensation Plan, incorporated by reference to Exhibit 10.1(a3) to FHNs QuarterlyReport on Form 10-Q for the quarter ended September 30, 2007.Rate Applicable to Participating Directors and Executive Officers Under the Directors and Executives Deferred Compensation Plan, incorporated by reference to Exhibit 10.1 to FHNs Quarterly Report on Form 10-Q for the quarter ended September 30, 2017.Form of First Horizon National Corporation Deferred Compensation Plan as Amended and Restated [formerly known as First Tennessee National Corporation Nonqualified Deferred Compensation Plan], incorporated by reference to Exhibit 10.1(c) to FHNs Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.Form of FTN Financial Deferred Compensation Plan Amended and Restated Effective January 1, 2008, incorporated by reference to Exhibit 10.1(j) to FHNs Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.Form of Deferred Compensation Agreement used under FHNs 2003 Equity Compensation Plan and First Tennessee National Corporation Non-Qualified Deferred Compensation Plan, along with form of Salary, Commission, and Annual Bonus Deferral Programs Overview, form of Deferred Stock Option (DSO) Program Summary, and description of share receipt deferral feature, incorporated by reference to Exhibit 10(z) to FHNs Current Report on Form 8-K dated January 3, 2005.Survivor Benefits Plan, as amended and restated July 18, 2006, incorporated by reference to Exhibit 10.8 to FHNs Quarterly Report on Form 10-Q for the quarter ended September 30, 2006.Other Compensation and Benefit Arrangements for Non-employee Directors, incorporated by reference to Exhibit 10.8(b) to FHNs Quarterly Report on Form 10-Q for the quarter ended September 30, 2009.Form of amendment to 2004 form of Indemnity Agreement with directors and executive officers, incorporated by reference to Exhibit 10.4 to FHNs Current Report on Form 8-K filed April 28, 2008.Form of Indemnity Agreement with directors and executive officers (April 2008 revision), incorporated by reference to Exhibit 10.5 to FHNs Current Report on Form 8-K filed April 28, 2008.List of Certain Benefits Available to Executive Officers.Description of 2018 Salary Rates for 2017 Named Executive Officers.Consolidated ratios of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividends, and information regarding computation of those ratiosPages 1 through 194 of the First Horizon National Corporation 2017 Annual Report to shareholders, a copy of which is furnished for the information of the Securities and Exchange Commission. Portions of the Annual Report not incorporated by reference are deemed not to be filed with the Commission.Code of Ethics for Senior Financial Officers, incorporated by reference to Exhibit 14 to FHNs Annual Report on Form 10-K for the year ended December 31, 2008.Subsidiaries of First Horizon National Corporation.Accountants Consents.Power of Attorney.Rule 13a-14(a) Certifications of CEO (pursuant to Section 302 of Sarbanes-Oxley Act of 2002)Rule 13a-14(a) Certifications of CFO (pursuant to Section 302 of Sarbanes-Oxley Act of 2002)18 USC 1350 Certifications of CEO (pursuant to Section 906 of Sarbanes-Oxley Act of 2002)18 USC 1350 Certifications of CFO (pursuant to Section 906 of Sarbanes-Oxley Act of 2002)Conformed copy of Mortgage Loan Subservicing Agreement dated June 3, 2008 related to the subservicing of certain mortgage loans, incorporated by reference to Exhibit 10.2 to FHNs Current Report on Form 8-K/A filed June 4, 2008