fhn-20200930

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2020


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-15185

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First Horizon National Corporation

(Exact name of registrant as specified in its charter)

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TN		62-0803242
(State or other jurisdiction incorporation of organization)		(IRS Employer Identification No.)

165 Madison Avenue
Memphis,	Tennessee	38103
(Address of principal executive office)		(Zip Code)

(Registrant’s telephone number, including area code) (901) 523-4444

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Exchange on which Registered

$.625 Par Value Common Capital Stock

FHN

New York Stock Exchange LLC

Depositary Shares, each representing a 1/4,000th interest in
a share of Non-Cumulative Perpetual Preferred Stock, Series A

FHN PR A

New York Stock Exchange LLC

Depositary Shares, each representing a 1/400th interest in
a share of Non-Cumulative Perpetual Preferred Stock, Series B

FHN PR B

New York Stock Exchange LLC

Depositary Shares, each representing a 1/400th interest in
a share of Non-Cumulative Perpetual Preferred Stock, Series C

FHN PR C

New York Stock Exchange LLC

Depositary Shares, each representing a 1/400th interest in
a share of Non-Cumulative Perpetual Preferred Stock, Series D

FHN PR D

New York Stock Exchange LLC

Depositary Shares, each representing a 1/4,000th interest in
a share of Non-Cumulative Perpetual Preferred Stock, Series E

FHN PR E

New York Stock Exchange LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging Growth Company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Class						Outstanding on September 30, 2020
Common Stock, $.625 par value						554,787,728

FIRST HORIZON NATIONAL CORPORATION

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PART 1. FINANCIAL INFORMATION

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Item 1. Financial Statements

This financial information reflects all adjustments that are, in the opinion of management, necessary for a fair presentation of the financial condition and results of operations for the interim periods presented.

FIRST HORIZON NATIONAL CORP. 3Q20 FORM 10-Q REPORT 1

CONSOLIDATED BALANCE SHEETS


	First Horizon National Corporation
	(Unaudited)		December 31,
	September 30,
(Dollars in thousands, except per share amounts)	2020		2019
Assets
Cash and due from banks	$	1,074,646	$	633,728
Interest-bearing deposits with banks	5,443,292		482,405
Federal funds sold and securities purchased under agreements to resell	593,467		633,165
Trading securities	1,386,069		1,346,207
Securities available for sale at fair value	7,995,872		4,445,403
Loans held for sale (including $371,831 and $14,033 at fair value, respectively)	1,050,504		593,790
Loans and leases (including $12,372 and $— at fair value, respectively)	59,706,531		31,061,111
Allowance for loan and lease losses	(988,102)		(200,307)
Net loans and leases	58,718,429		30,860,804
Premises and equipment	756,113		455,006
Goodwill	1,510,431		1,432,787
Other intangible assets	365,700		130,200
Other assets	4,135,056		2,297,405
Total assets	$	83,029,579	$	43,310,900

Liabilities
Noninterest-bearing deposits	$	21,384,379	$	8,428,951
Interest-bearing deposits	47,024,528		24,000,584
Total deposits	68,408,907		32,429,535
Trading liabilities	477,073		505,581
Short-term borrowings	2,141,719		3,518,314
Term borrowings	2,161,870		791,368
Other liabilities	1,695,868		990,094
Total liabilities	74,885,437		38,234,892

Equity
Preferred stock, Non-cumulative perpetual, no par value; authorized 5,000,000 shares; issued 26,250 and 1,000 shares, respectively	470,370		95,624
Common stock, $0.625 par value; authorized 700,000,000 and 400,000,000 shares, respectively; issued 554,787,728 and 311,469,056 shares, respectively	346,742		194,668
Capital surplus	5,061,079		2,931,451
Retained earnings	2,110,990		1,798,442
Accumulated other comprehensive loss, net	(140,470)		(239,608)
FHN shareholders' equity	7,848,711		4,780,577
Noncontrolling interest	295,431		295,431
Total equity	8,144,142		5,076,008
Total liabilities and equity	$	83,029,579	$	43,310,900

Certain previously reported amounts have been reclassified to agree with current presentation.

See accompanying notes to consolidated financial statements.

FIRST HORIZON NATIONAL CORP. 3Q20 FORM 10-Q REPORT 2

CONSOLIDATED STATEMENTS OF INCOME

First Horizon National Corporation

Three Months Ended
September 30,

Nine Months Ended
September 30,

(Dollars and shares in thousands except per share data) (Unaudited)

2020

2019


Part I. Financial Information			1
Item 1. Financial Statements			1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			88
Item 3. Quantitative and Qualitative Disclosures about Market Risk			130
Item 4. Controls and Procedures			130

Part II. Other Information			131
Item 1. Legal Proceedings			131
Item 1A. Risk Factors			131
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			131
Item 3. Defaults Upon Senior Securities			131
Item 4. Mine Safety Disclosures			131
Item 5. Other Information			131
Item 6. Exhibits			132




Exhibit 4.13
Exhibit 10.1
Exhibit 10.2
Exhibit 10.3
Exhibit 31(a)
Exhibit 31(b)
Exhibit 32(a)
Exhibit 32(b)
Signatures			134


The Consolidated Balance Sheets (unaudited)			2

The Consolidated Statements of Income (unaudited)			3

The Consolidated Statements of Comprehensive Income (unaudited)			4

The Consolidated Statements of Changes in Equity (unaudited)			5

The Consolidated Statements of Cash Flows (unaudited)			7

The Notes to the Consolidated Financial Statements (unaudited)			8
Note 1 Financial Information			8
Note 2 Acquisitions and Divestitures			18
Note 3 Investment Securities			23
Note 4 Loans and Leases			26
Note 5 Allowance for Credit Losses			38
Note 6 Mortgage Banking Activity			41
Note 7 Goodwill and Other Intangible Assets			42

N ote 8 Preferred Stock			4 6
Note 9 Components of Other Comprehensive Income (L oss)			45
Note 10 Earnings Per Share			47
Note 1 1 Contingencies and Other Disclosures			48
Note 1 2 Pension, Savings, and Other Employee Benefits			50
Note 1 3 Business Segment Information			52
Note 1 4 Variable Interest Entities			56
Note 1 5 Derivatives			60
Note 1 6 Master Netting and Similar Agreements - Repurchase, Reverse Repurchase, and Securities Borrowing Transactions			68
Note 1 7 Fair Value of Assets & Liabilities			70
Note 1 8 Restructuring, Repositioning, and Efficiency			87