ITEM 7.01. Regulation FD Disclosure.
Furnished as Exhibit 99.1 is a copy of the
First Horizon National Corporation (“FHN”) Investor Slide Presentation for the quarter ended September 30, 2017,
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, excluding securities gains/(losses).
The non-GAAP measures presented in the exhibit include: Return on average tangible common equity (“ROTCE”); Earnings
per share measures reported at the segment level; and various consolidated and segment results and performance measures and ratios
adjusted for quarterly notable items as identified in the exhibit.
Reconciliations of non-GAAP to GAAP measures and presentation
of the most comparable GAAP items are presented at the end of the Investor Slide Presentation.
Forward-Looking Statements
This communication contains certain “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to our beliefs, plans, goals, expectations,
and estimates. Forward-looking statements are not a representation of historical information, but instead pertain to future operations,
strategies, financial results or other developments. The words “believe,” “expect,” “anticipate,”
“intend,” “estimate,” “should,” “is likely,” “will,” “going forward,”
and other expressions that indicate future events and trends identify forward-looking statements.
Forward-looking statements are necessarily based upon estimates
and assumptions that are inherently subject to significant business, operational, economic and competitive uncertainties and contingencies,
many of which are beyond the control of First Horizon and Capital Bank Financial Corp. ("Capital Bank"), which announced
a proposed transaction on May 4, 2017, and many of which, with respect to future business decisions and actions, are subject to
change. Examples of uncertainties and contingencies include, among other important factors: global, general, and local economic
and business conditions, including economic recession or depression; expectations of and actual timing and amount of interest rate
movements, including the slope and shape of the yield curve, which can have a significant impact on a financial services institution;
market and monetary fluctuations, including fluctuations in mortgage markets; inflation or deflation; customer, investor, competitor,
regulatory, and legislative responses to any or all of these conditions; demand for First Horizon’s and Capital Bank’s
product offerings; the actions of the Securities and Exchange Commission (SEC), the Financial Accounting Standards Board (FASB),
the Office of the Comptroller of the Currency (OCC), the Board of Governors of the Federal Reserve System (Federal Reserve), the
Federal Deposit Insurance Corporation (FDIC), the Financial Industry Regulatory Authority (FINRA), the U.S. Department of the Treasury
(Treasury), the Municipal Securities Rulemaking Board (MSRB), the Consumer Financial Protection Bureau (CFPB),
the Financial Stability
Oversight Council (Council), the Public Company Accounting Oversight Board (PCAOB), and other regulators and agencies, including
in connection with the regulatory approval process associated with the merger; pending, threatened, or possible future regulatory,
administrative, and judicial outcomes, actions, and proceedings; current or future Executive orders; changes in laws and regulations
applicable to First Horizon and Capital Bank; the possibility that the proposed transaction will not close when expected or at
all because required regulatory or other approvals are not received or other conditions to the closing are not satisfied on a timely
basis or at all; the possibility that the anticipated benefits of the transaction will not be realized when expected or at
all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the
strength of the economy and competitive factors in the areas where First Horizon and Capital Bank do business; the possibility
that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events;
diversion of management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes
to business or employee relationships, including those resulting from the announcement or completion of the transaction; First
Horizon’s and Capital Bank’s success in executing their respective business plans and strategies and managing the risks
involved in the foregoing; and other factors that may affect future results of First Horizon and Capital Bank.
Additional factors that could cause results to differ materially
from those contemplated by forward-looking statements can be found in First Horizon’s Annual Report on Form 10-K for the
year ended December 31, 2016, and in its subsequent Quarterly Reports on Form 10-Q filed with the SEC and available in the “Investor
Relations” section of First Horizon’s website, http://www.firsthorizon.com, under the heading “SEC Filings”
and in other documents First Horizon files with the SEC, and in Capital Bank’s Annual Report on Form 10-K for the year ended
December 31, 2016 and in its subsequent Quarterly Reports on Form 10-Q, filed with the SEC and available in the “Investor
Relations” section of Capital Bank’s website, www.CapitalBank-US.com, under the heading “Financials & Filings”
and in other documents Capital Bank files with the SEC.
Important Other Information
In connection with the proposed transaction, First Horizon has filed
with the SEC a Registration Statement on Form S-4 (No. 333-219052) and a definitive Joint Proxy Statement of First Horizon and
Capital Bank and a Prospectus of First Horizon, as well as other relevant documents concerning the proposed transaction. The proposed
transaction involving First Horizon and Capital Bank has been approved by First Horizon’s shareholders and Capital Bank’s
stockholders, but remains subject to other customary conditions to closings. This communication does not constitute an offer to
sell or the solicitation of an offer to buy any securities. SHAREHOLDERS OF FIRST HORIZON AND CAPITAL BANK ARE URGED TO READ THE
REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS FILED
WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY DO AND WILL CONTAIN IMPORTANT INFORMATION.
Shareholders may obtain a free copy of the definitive joint proxy statement/prospectus, as well as other filings containing information
about First Horizon and Capital Bank, without charge, at the SEC’s website (http://www.sec.gov).