8-K

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): July 28, 2011

First Horizon National Corporation

(Exact Name of Registrant as Specified in Charter)

TN	001-15185	62-0803242
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		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 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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

First Horizon has recognized pre-tax expense of $36.7 million in the second quarter of 2011 related to First Horizon’s settlement of a litigation matter

As was disclosed previously by First Horizon in reports on Forms 10-K and 10-Q, the Chapter 11 Liquidation Trustee (the “Trustee”) of Sentinel Management Group, Inc. (“Sentinel”) has filed two complaints in the U.S. District Court for the Northern District of Illinois, Eastern Division (Case Nos. 1:08-cv-06587 and 1:09-cv-02258) against two subsidiaries, First Tennessee Bank National Association (“FTBNA”) and FTN Financial Securities Corp. (“FTN”), and two former FTN employees. The Trustee’s claims relate to Sentinel’s purchases of Preferred Term Securities Limited (“PreTSL”) products and other securities from FTN and/or the FTN Financial Capital Markets division of FTBNA from March 2005 to August 2007. Collectively, the claims alleged in the complaints are: aiding and abetting breach of fiduciary duty; commercial bribery; federal securities fraud; negligent misrepresentation; violation of the Illinois Blue Sky Law and the Illinois Consumer Fraud Act; negligence; unjust enrichment; and avoidance and recovery of fraudulent transfers. The Trustee seeks, among other things: compensatory damages of approximately $126 million; unspecified punitive damages; disgorgement of profits, fees and commissions; rescission of securities purchases; avoidance of allegedly fraudulent transfers; and unspecified interest, costs, and attorney’s fees.

On July 20, 2011, First Horizon and the Trustee began a mediation process in advance of the start of a civil trial scheduled for August 15. The positions of the two parties consistently had been far apart leading up to the mediation and remained so initially. However, significant progress towards a settlement was made during the mediation process. On July 28, 2011 the parties reached an agreement to settle the dispute, subject to court approval. Under the terms of the settlement the Trustee would receive a total of $38.5 million dollars. After considering the terms of the settlement, First Horizon has recognized a pre-tax expense of $36.7 million for the second quarter of 2011 related to this settlement. The expense will be recognized as other non-interest expense within the Capital Markets segment.

Although First Horizon believes that certain insurance policies provide coverage for this expense, the insurers have denied coverage. First Horizon has brought suit against the insurers to enforce the policies. The case is in federal court in the Western District of Tennessee styled as First Horizon National Corporation, et al. v. Certain Underwriters at Lloyd’s Syndicate Nos. 2987, et al., No. 2:11-cv-02608. As a result of the uncertainties arising from this dispute, insurance coverage has not been taken into consideration in determining the amount of the expense recognized at this time for the Sentinel settlement.

Because the settlement arose from events occurring after July 15, 2011, the amounts included in First Horizon’s earnings release dated July 15, 2011 did not reflect this additional expense. However, First Horizon’s financial statements to be included in its second quarter 2011 Quarterly Report on Form 10-Q will reflect the additional expense.

Revised financial results are included in Exhibit 99.1 to this Form 8-K. In the near future First Horizon expects to revise its second quarter 2011 financial supplement, originally issued on July 15, 2011, to reflect the settlement expense. The revised supplement will be posted in the Investor Relations section of First Horizon’s website www.fhnc.com.

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Item 9.01 Financial Statements and Exhibits

(c) Exhibits

The following exhibit is furnished pursuant to Item 2.02, 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 First Horizon’s previous or future filings under the Securities Act of 1933, as amended, or the Exchange Act.

Exhibit #	Description
99.1	Summary Quarterly Results

* * * * *

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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.

	First Horizon National Corporation
	(Registrant)
Date: July 28, 2011	By:	/s/ Clyde A. Billings, Jr.
		Senior Vice President, Assistant
		General Counsel, and Corporate Secretary

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EXHIBIT INDEX

EX-99.1 Summary Quarterly Results

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EX-99.1

Exhibit 99.1

CONSOLIDATED SUMMARY RESULTSQuarterly, Unaudited

																2Q11 Change vs.
(Dollars in thousands, except per share data)	2Q11			1Q11			4Q10			3Q10			2Q10			1Q11			2Q10
Income Statement Highlights
Net interest income	$	172,860		$	172,755		$	182,236		$	186,143		$	182,064				*		(5	)%
Noninterest income		188,771			196,744			190,534			246,762			243,862			(4	)%		(23	)%
Securities gains/(losses), net		1			798			15,681			(2,928	)		75			NM			NM
Total revenue		361,632			370,297			388,451			429,977			426,001			(2	)%		(15	)%
Noninterest expense		345,826			315,146			329,729			343,034			337,311			10	%		3	%
Provision for loan losses		1,000			1,000			45,000			50,000			70,000				*		(99	)%
Income before income taxes		14,806			54,151			13,722			36,943			18,690			(73	)%		(21	)%
Provision/(benefit) for income taxes		(4,242	)		12,108			(6,681	)		3,138			(1,659	)		NM			NM
Income from continuing operations		19,048			42,043			20,403			33,805			20,349			(55	)%		(6	)%
Income/(loss) from discontinued operations, net of tax		3,788			960			(3,095	)		(95	)		129			NM			NM
Net income		22,836			43,003			17,308			33,710			20,478			(47	)%		12	%
Net income attributable to noncontrolling interest		2,844			2,844			2,840			2,875			2,844				*			*
Net income attributable to controlling interest		19,992			40,159			14,468			30,835			17,634			(50	)%		13	%
Preferred stock dividends		—			—			63,154			14,960			14,938			NM			NM
Net income/(loss) available to common shareholders	$	19,992		$	40,159		$	(48,686	)	$	15,875		$	2,696			(50	)%		NM
Common Stock Data
Diluted EPS from continuing operations	$	0.06		$	0.15		$	(0.19	)	$	0.07		$	0.01			(59	)%		NM
Diluted EPS		0.08			0.15			(0.20	)		0.07			0.01			(47	)%		NM
Diluted shares		262,756			265,556			239,095			238,867			240,968			(1	)%		9	%
Period-end shares outstanding		263,699			263,335			263,366			237,061			236,840				*		11	%
Cash dividends declared per share	$	0.01		$	0.01			N/A			N/A			N/A
Stock dividend rate declared per share		N/A			N/A			1.8122	%		1.6567	%		1.2896	%
Balance Sheet Highlights (Period-End)
Total loans, net of unearned income (Restricted - $.7 billion) (a)	$	16,061,646		$	15,972,372		$	16,782,572		$	17,059,489		$	17,154,050			1	%		(6	)%
Total deposits (Restricted - $.9 million) (a)		15,896,027			15,350,967			15,208,231			14,975,920			15,201,816			4	%		5	%
Total assets (Restricted - $.7 billion) (a)		25,054,066			24,438,344			24,698,952			25,384,181			26,254,226			3	%		(5	)%
Total liabilities (Restricted - $.7 billion) (a)		22,372,684			21,798,287			22,020,947			22,077,293			22,966,993			3	%		(3	)%
Total equity		2,681,382			2,640,057			2,678,005			3,306,888			3,287,233			2	%		(18	)%
Key Ratios & Other
Return on average assets (annualized) (b)		0.37	%		0.71	%		0.27	%		0.52	%		0.32	%
Return on average common equity (annualized) (c)		3.36	%		6.82	%		(8.59	)%		2.86	%		0.49	%
Net interest margin (d) (e)		3.20	%		3.22	%		3.18	%		3.23	%		3.19	%
Fee income to total revenue (f)		52	%		53	%		51	%		57	%		57	%
Efficiency ratio (g)		95.63	%		85.29	%		88.45	%		79.24	%		79.19	%
Book value per common share	$	9.05		$	8.90		$	9.05		$	9.28		$	9.23
Tangible book value per common share (e)	$	8.43		$	8.21		$	8.31		$	8.45		$	8.39
Tangible common equity to tangible assets (e)		8.93	%		8.91	%		8.93	%		7.96	%		7.63	%
Tier 1 common ratio (e) (h)		11.86	%		11.73	%		11.53	%		10.43	%		10.07	%
Adjusted tangible common equity to risk weighted assets (e) (h)		11.05	%		10.84	%		10.66	%		9.55	%		9.21	%
Full time equivalent employees		4,950			5,159			5,435			5,506			5,531			(4	)%		(11	)%

NM - Not meaningful
* Amount is less than one percent.
(a)	Restricted balances parenthetically presented are as of June 30, 2011.
(b)	Calculated using net income.
(c)	Calculated using net income available to common shareholders.
(d)	Net interest margin is computed using total net interest income adjusted for FTE.
(e)	Refer to the Non-GAAP to GAAP Reconciliation.
(f)	Ratio excludes securities gains/(losses).
(g)	Noninterest expense divided by total revenue excluding securities gains/(losses).
(h)	Current quarter is an estimate.

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NON-GAAP TO GAAP RECONCILIATION
Quarterly, Unaudited

(Thousands)		2Q11			1Q11			4Q10			3Q10			2Q10
Tangible Common Equity (Non-GAAP)
(A) Total equity (GAAP)		$	2,681,382		$	2,640,057		$	2,678,005		$	3,306,888		$	3,287,233
Less: Preferred stock capital surplus - CPP			—			—			—			810,974		$	806,856
Less: Noncontrolling interest (a)			295,165			295,165			295,165			295,165		$	295,165
(B) Total common equity		$	2,386,217		$	2,344,892		$	2,382,840		$	2,200,749		$	2,185,212
Less: Intangible assets (GAAP) (b)			164,067			183,625			195,061			196,443		$	197,825
(C) Tangible common equity (Non-GAAP)		$	2,222,150		$	2,161,267		$	2,187,779		$	2,004,306		$	1,987,387
Less: Unrealized gains on AFS securities, net of tax			58,068			39,338			45,366			61,836		$	68,189
(D) Adjusted tangible common equity (Non-GAAP)		$	2,164,082		$	2,121,929		$	2,142,413		$	1,942,470		$	1,919,198
Tangible Assets (Non-GAAP)
(E) Total assets (GAAP)		$	25,054,066		$	24,438,344		$	24,698,952		$	25,384,181		$	26,254,226
Less: Intangible assets (GAAP) (b)		$	164,067		$	183,625		$	195,061		$	196,443		$	197,825
(F) Tangible assets (Non-GAAP)		$	24,889,999		$	24,254,719		$	24,503,891		$	25,187,738		$	26,056,401
Period-end Shares Outstanding
(G) Period-end shares outstanding			263,699			263,335			263,366			237,061			236,840
Tier 1 Common (Non-GAAP)
(H) Tier 1 capital (c) (d)		$	2,818,534		$	2,790,335		$	2,812,471		$	3,526,115		$	3,499,759
Less: Preferred stock capital surplus - CPP			—			—			—			810,974		$	806,856
Less: Noncontrolling interest - FTBNA preferred stock (a) (e)			294,816			294,816			294,816			294,816		$	294,816
Less: Trust preferred (f)			200,000			200,000			200,000			300,000		$	300,000
(I) Tier 1 common (Non-GAAP)		$	2,323,718		$	2,295,519		$	2,317,655		$	2,120,325		$	2,098,087
Risk Weighted Assets
(J) Risk weighted assets (c) (d)		$	19,589,390		$	19,569,006		$	20,102,775		$	20,332,364		$	20,837,537
Ratios
(C)/(F)	Tangible common equity to tangible assets (TCE/TA) (Non-GAAP)		8.93	%		8.91	%		8.93	%		7.96	%		7.63	%
(A)/(E)	Total equity to total assets (GAAP)		10.70	%		10.80	%		10.84	%		13.03	%		12.52	%
(C)/(G)	Tangible book value per common share (Non-GAAP)	$	8.43		$	8.21		$	8.31		$	8.45		$	8.39
(B)/(G)	Book value per common share (GAAP)	$	9.05		$	8.90		$	9.05		$	9.28		$	9.23
(I)/(J)	Tier 1 common ratio (Non-GAAP) (c)		11.86	%		11.73	%		11.53	%		10.43	%		10.07	%
(H)/(E)	Tier 1 capital to total assets (GAAP) (c)		11.25	%		11.42	%		11.39	%		13.89	%		13.33	%
(D)/(J)	Adjusted tangible common equity to risk weighted assets (TCE/RWA) (Non-GAAP) (c)		11.05	%		10.84	%		10.66	%		9.55	%		9.21	%
Net interest income adjusted for impact of FTE (Non-GAAP)
Net interest income (GAAP)		$	172,860		$	172,755		$	182,236		$	186,143		$	182,064
Fully taxable equivalent (“FTE”) adjustment			1,497			1,386			1,048			791			528
Net interest income adjusted for impact of FTE (Non-GAAP)		$	174,357		$	174,141		$	183,284		$	186,934		$	182,592

Certain previously reported amounts have been reclassified to agree with current presentation.
(a)	Included in total equity on the consolidated balance sheet.
(b)	Includes goodwill and other intangible assets, net of amortization.
(c)	Current quarter is an estimate.
(d)	Defined by and calculated in conformity with bank regulations.
(e)	Represents FTBNA preferred stock included in noncontrolling interest.
(f)	Included in term borrowings on the consolidated balance sheet.

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