First Horizon National Corporation (NYSE:FHN) Files An 8-K Regulation FD Disclosure
Item 7.01 appears after Item 8.01 in this report.

FHN’s Sale of Visa Class B Shares

On September 5, 2018, FHN agreed to sell its holdings of Visa Class B shares (see “Background: FHN’s Visa Stock Holdings at June 30, 2018”). FHN has entered into deriviative transactions associated with this sale similar to those of two previous sales mentioned below so that, among other things, adjustments to the Class-B-to-A conversion ratio will require FHN to make, or allow FHN to receive, cash payments.

Background: FHN’s Visa Stock Holdings at June 30, 2018

First Horizon National Corporation (“FHN”) is a member of the Visa USA network. In October 2007, the Visa organization of affiliated entities completed a series of global restructuring transactions to combine its affiliated operating companies, including Visa USA, under a single holding company, Visa Inc. (“Visa”). Upon completion of the reorganization, the members of the Visa USA network remained contingently liable for certain Visa litigation matters (the “Covered Litigation”). Based on its proportionate membership share of Visa USA, FHN recognized a contingent liability in fourth quarter 2007 related to this contingent obligation. In March 2008, Visa completed its initial public offering (“IPO”) and funded an escrow account from its IPO proceeds to be used to make payments related to the Visa litigation matters. FHN received approximately 2.4 million Class B shares in conjunction with Visa’s IPO.

Conversion of these shares into Class A shares of Visa is prohibited until the final resolution of the covered litigation. In conjunction with previous sales of portions of its Visa Class B shares in December 2010 and September 2011, FHN and the purchasers entered into derivative transactions whereby FHN will make, or receive, cash payments whenever the conversion ratio of the Visa Class B shares into Visa Class A shares is adjusted down or up, respectively. The conversion ratio is adjusted down if Visa deposits funds into, and is adjusted up if Visa withdraws funds from, the escrow account related to Covered Litigation. As of June 30, 2018 and December 31, 2017, FHN’s derivative liabilities were $9.4 million and $5.6 million, respectively.

In July 2012, Visa and MasterCard announced a joint settlement (the “Settlement”) related to the Payment Card Interchange matter, one of the Covered Litigation matters. Based on the amount of the Settlement attributable to Visa and an assessment of FHN’s contingent liability accrued for Visa litigation matters, the Settlement did not have a material impact on FHN. The Settlement was vacated upon appeal in June 2016 and the Supreme Court declined to hear the case in March 2017. Accordingly, the outcome of this matter remains uncertain. Additionally, other Covered Litigation matters are also pending judicial resolution. So long as any Covered Litigation matter remains pending, FHN’s ability to transfer its Visa holdings is restricted, with limited exceptions.

At June 30, 2018, FHN held approximately 1.0 million Visa Class B shares. FHN’s Visa shares were not considered to have a readily determinable fair value (“RDFV”) and were included in FHN’s Consolidated Condensed Statements of Condition as of June 30, 2018 at their historical cost of $0 under the accounting election available to equity investments that lack an RDFV. The conversion ratio at that time was 163 percent reflecting a Visa stock split in March 2015, and the contingent liability was $.8 million. Future funding of the escrow would dilute this conversion ratio by an amount that is not determinable at present.

ESTIMATED IMPACTS ON SELECTED FINANCIAL MEASURES

FHN estimates that the sale of its Visa Class B shares will have approximately the following selected financial impacts to the fiscal quarter ending September 30, 2018:

These estimates are based upon FHN’s analysis of the terms of the sale along with several factors that are unrelated, or only partly related, to the sale. Those factors include the following measures for the quarter ending September 30, 2018: average number of common shares outstanding; average total assets; average total equity; average intangible assets; and applicable tax rates.

NON-GAAP TO GAAP RECONCILIATION

Certain measures are included in this report 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 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 Board of 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. The regulatory measure used in this report is the change in the “CET1” ratio, which is the ratio of common equity tier 1 capital (generally defined as common equity less goodwill, other intangibles, and certain other required regulatory deductions) to risk-weighted assets (a regulatory risk-based calculation that takes into account the broad differences in risks among a banking organization’s assets and off-balance sheet financial instruments).

The non-GAAP measures presented in this report are changes in the ratio of tangible common equity (“TCE”) to tangible assets (“TA”), and in tangible book value (“TBV”) per common share. TCE generally is defined as total equity (E) less noncontrolling interest and less preferred stock. TA generally is defined as total assets (A) less intangible assets. Book value per common share generally is defined as E divided by average common shares outstanding during the period. TBV per common share generally is defined as TCE divided by average common shares outstanding during the period. A reconciliation of the estimated changes in those measures for the third quarter of 2018 resulting from the sale appears in the following table:

FORWARD-LOOKING STATEMENTS

This Report 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 FHN, 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 FHN’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; 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 FHN; and FHN’s success in executing its business plans and strategies and managing the risks involved in the foregoing; and other factors that may affect future results of FHN.

Additional factors that could cause results to differ materially from those contemplated by forward-looking statements can be found in FHN’s Annual Report on Form 10-K for the year ended December 31, 2017, and in its subsequent Quarterly Reports on Form 10-Q filed with the SEC and available in the “Investor Relations” section of FHN’s website, http://www.firsthorizon.com, under the heading “SEC Filings” and in other documents FHN files with the SEC.

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About First Horizon National Corporation (NYSE:FHN)

First Horizon National Corporation (FHN) is a bank holding company. The Company provides financial services through its subsidiary, First Tennessee Bank National Association (the Bank). The Company has four segments: regional banking, fixed income, corporate and non-strategic. The Company’s regional banking segment offers financial products and services, including traditional lending and deposit taking, to retail and commercial customers in Tennessee and other selected markets. The regional banking segment provides investments and financial planning. The Company’s fixed income segment consists of fixed income securities sales, trading, and strategies for institutional clients in the United States and abroad. The Company’s corporate segment consists of funds management, tax credit investment activities and gains on the extinguishment of debt, among others. The non-strategic segment offers wind-down national consumer lending activities and mortgage banking elements.