Current Report Filing (8-k)
January 13 2017 - 6:37AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of report (Date of earliest event
reported): January 13, 2017
First Horizon National Corporation
(Exact Name of Registrant as Specified
in Charter)
TN
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001-15185
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62-0803242
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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165 MADISON AVENUE
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38103
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MEMPHIS, TENNESSEE
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(Zip Code)
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(Address of principal executive
office)
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Registrant’s telephone number,
including area code:
(901) 523-4444
(Former name or former address, if changed
from last report)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM
2.02. Results of Operations and Financial Condition.
ITEM
7.01. Regulation FD Disclosure.
Furnished
as Exhibit 99.1 is a copy of the First Horizon National Corporation (“FHN”) Financial Supplement and Investor Slide
Presentation for the quarter and year ended December 31, 2016, which was released today.
The foregoing
information is furnished pursuant to Item 2.02, “Results of Operations and Financial Condition,” and Item 7.01, “Regulation
FD Disclosure.” The exhibit speaks as of the date thereof and FHN does not assume any obligation to update in the future
the information therein.
Use
of Non-GAAP Measures and Regulatory Measures that are not GAAP in the Exhibit
Certain
measures are included in the exhibit that are “non-GAAP,” meaning (under U.S. financial reporting rules) they are
not presented in accordance with generally accepted accounting principles (“GAAP”) in the U.S. and also are not codified
in the U.S. banking regulations currently applicable to FHN. Although other entities may use calculation methods that differ from
those used by FHN for non-GAAP measures, FHN’s management believes such measures are relevant to understanding the financial condition,
capital position, and financial results of FHN and its business segments. Non-GAAP measures are reported to FHN’s management and
directors through various internal reports.
Presentation
of regulatory measures, some of which follow regulatory definitions rather than GAAP, provides a meaningful base for comparability
to other financial institutions subject to the same regulations as FHN. Such measures are used by the various banking regulators
in reviewing the performance, stability, and capital adequacy of financial institutions they regulate. Although not GAAP terms,
these regulatory measures are not considered “non-GAAP” under U.S. financial reporting rules as long as their presentation
conforms to regulatory standards. Regulatory measures used in the exhibit include: common equity tier 1 capital, generally defined
as common equity less goodwill, other intangibles, and certain other required regulatory deductions; tier 1 capital, generally
defined as the sum of core capital (including common equity and instruments that cannot be redeemed at the option of the holder)
adjusted for certain items under risk based capital regulations; risk weighted assets (“RWA”), which is a measure
of total on- and off-balance sheet assets adjusted for credit and market risk, used to determine regulatory capital ratios; and
pre-provision net revenue (“PPNR”), calculated by adding the provision/(provision credit) for loan losses to income
before income taxes.
The non-GAAP
measures presented in the exhibit include: return on average tangible common equity (“ROTCE”); tangible common equity
(“TCE”) to tangible assets (“TA”); tangible book value per common share; adjusted noninterest expense, adjusted
PPNR, and adjusted pre-tax income; and earnings per share measures reported at the segment level.
Reconciliations
of non-GAAP to GAAP measures and presentation of the most comparable GAAP items are presented near the end (immediately before
the Glossary) of the Financial Supplement portion of the exhibit, and at the end of the Investor Slide Presentation.
ITEM
9.01. Financial Statements and Exhibits.
The following
exhibit is furnished pursuant to Items 2.02 and 7.01, is not to be considered “filed” under the Securities Exchange
Act of 1934, as amended (“Exchange Act”), and shall not be incorporated by reference into any of FHN’s previous
or future filings under the Securities Act of 1933, as amended, or the Exchange Act.
Exhibit
#
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Description
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99.1
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First Horizon National
Corporation Financial Supplement and Investor Slide Presentation for the quarter and year ended December 31, 2016.
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SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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First Horizon National Corporation
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(Registrant)
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Date: January 13, 2017
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By:
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/s/ William C. Losch III
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William C. Losch III
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Executive Vice President and Chief Financial Officer
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EXHIBIT
INDEX
The following
exhibit is furnished pursuant to Items 2.02 and 7.01, is not to be considered “filed” under the Exchange Act, and
shall not be incorporated by reference into any of FHN’s previous or future filings under the Securities Act of 1933, as
amended, or the Exchange Act.
Exhibit #
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Description
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99.1
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First Horizon National Corporation Financial
Supplement and Investor Slide Presentation for the quarter and year ended December 31, 2016.
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