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 |
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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
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.
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.
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.
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.
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.
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.
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.
FIRST HORIZON NATIONAL CORPORATION SAVINGS PLAN
Notes to Financial Statements
December 31, 2014 and 2013
(1) Plan Description (continued)
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.
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
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
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.
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
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.
Participant and employer contributions are recognized
when earned. Rollovers are recognized when approved by the Plan Sponsor.
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
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.
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.
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.
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. |
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 | |
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 | |
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 | |
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.
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.
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.] |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
To the Plan Administrator of the First Horizon National Corporation
Savings Plan:
We consent to the incorporation by reference
in the Registration Statement (No. 333-156614) on Form S-8 of First Horizon National Corporation of our report dated June 25, 2015
with respect to the statements of net assets available for benefits of the First Horizon National Corporation Savings Plan as of
December 31, 2014 and 2013, the related statement of changes in net assets available for benefits for the year ended December 31,
2014, and the related supplemental schedule as of December 31, 2014, which report appears in the December 31, 2014 annual report
on Form 11-K of the First Horizon National Corporation Savings Plan.
/s/ Mayer Hoffman McCann P.C.
Memphis, Tennessee
June 25, 2015
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