FIRST HORIZON CORP
For the period ended Dec 31, 2023. Filed Feb 23, 2024.
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FY2023 · Filed Feb 23, 2024
FHN$23.56+0.1%Stored close · as of Nov 10, 2026
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Item 15. EXHIBITS & FINANCIAL STATEMENT SCHEDULES
Table of Contents
PART IV
Financial Statements & Related Reports
Our consolidated financial statements, the notes thereto, and the reports of management and independent public accountants, as listed below, are incorporated herein by
reference to the pages of 2023 Financial Statements (Item 8) indicated in Table 15.1.
Table 15.1
| Item 8 Page | Statement, Note, or Report Incorporated into Item 15 |
| 103 | Report of Management on Internal Control over Financial Reporting |
| 104 | Reports of Independent Registered Public Accounting Firm |
| 108 | Consolidated Balance Sheets as of December 31, 2023 and 2022 |
| 109 | Consolidated Statements of Income for the years ended December 31, 2023, 2022, and 2021 |
| 111 | Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022, and 2021 |
| 112 | Consolidated Statements of Changes in Equity for the years ended December 31, 2023, 2022, and 2021 |
| 113 | Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022, and 2021 |
| 115 | Notes to the Consolidated Financial Statements |
Financial Statement Schedules
Exhibits
In the exhibit table that follows: the “Filed Here” column denotes each exhibit which is filed or furnished (as applicable) with this report; the “Mngt Exh” column denotes each exhibit that represents a management contract or compensatory plan or arrangement required to be identified as such; the “Furnished” column denotes each exhibit that is “furnished” pursuant to 18 U.S.C. Section 1350 or otherwise, and is not “filed” as part of this report or as a separate disclosure document; and the phrase “2023 named executive officers” refers to those executive officers whose 2023 compensation is described in our 2024 Proxy Statement. All references to “First Horizon National Corporation” or to "First Tennessee National Corporation" refer to us, under previous corporate names.
In many agreements filed as exhibits, each party makes representations and warranties to other parties. Those
representations and warranties are made only to and for the benefit of those other parties in the context of a business contract. Exceptions to such representations and warranties may be partially or fully waived by such parties, or not enforced by such parties, in their discretion. No such representation or warranty may be relied upon by any other person for any purpose.
ITEM 15. EXHIBITS & FINANCIAL STATEMENT SCHEDULES
Table of Contents
Table 15.2
10-K EXHIBIT TABLE
| Exh No · Description of Exhibit to this 10-K Report · Filed Here · Mngt Exh · Furn-ished · Incorporated by Reference to | ||||||
|---|---|---|---|---|---|---|
| Form · Exh No · Filing Date | ||||||
| Corporate Exhibits | ||||||
| 3.1 | Amended and Restated Charter of First Horizon Corporation | 8-K | 3.1 | 7/30/2021 | ||
| 3.2 | Articles of Amendment of the Restated Charter of FHN, related to the Series G Preferred Stock [all Series G stock was converted into common stock in 2023; none remains outstanding] | 8-K | 3.1 | 3/3/2022 | ||
| 3.3 | Bylaws of First Horizon Corporation, as amended and restated January 22, 2024 | 8-K | 3.1 | 1/23/2024 | ||
| 4.1 | Deposit Agreement, dated as of July 1, 2020, by and among First Horizon National Corporation, Equiniti Trust Company, as depositary, and the holders from time to time of the depositary receipts described therein [Series B] | 8-K | 4.1 | 7/2/2020 | ||
| 4.2 | Form of Depositary Receipt--Series B (included as part of Exhibit 4.1 to this report) | 8-K | 4.1 | 7/2/2020 | ||
| 4.3 | Deposit Agreement, dated as of July 1, 2020, by and among First Horizon National Corporation, Equiniti Trust Company, as depositary, and the holders from time to time of the depositary receipts described therein [Series C] | 8-K | 4.2 | 7/2/2020 | ||
| 4.4 | Form of Depositary Receipt--Series C (included as part of Exhibit 4.3 to this report) | 8-K | 4.2 | 7/2/2020 | ||
| 4.5 | Deposit Agreement, dated as of July 1, 2020, by and among First Horizon National Corporation, Equiniti Trust Company, as depositary, and the holders from time to time of the depositary receipts described therein [Series D] | 8-K | 4.3 | 7/2/2020 | ||
| 4.6 | Form of Depositary Receipt--Series D (included as part of Exhibit 4.5 to this report) | 8-K | 4.3 | 7/2/2020 | ||
| 4.7 | Deposit Agreement, dated as of May 28, 2020, by and among First Horizon National Corporation, Equiniti Trust Company, as depositary, and the holders from time to time of the depositary receipts described therein [Series E] | 8-K | 4.1 | 5/28/2020 | ||
| 4.8 | Form of certificate representing Series E Preferred Stock | 8-K | 4.2 | 5/28/2020 | ||
| 4.9 | Form of Depositary Receipt--Series E (included as part of Exhibit 4.7 to this report) | 8-K | 4.1 | 5/28/2020 | ||
| 4.10 | Deposit Agreement, dated as of May 3, 2021, by and among First Horizon Corporation, Equiniti Trust Company, as depositary, and the holders from time to time of the depositary receipts described therein [Series F] | 8-K | 4.1 | 5/03/2021 | ||
| 4.11 | Form of certificate representing the Series F Preferred Stock | 8-K | 4.2 | 5/03/2021 | ||
| 4.12 | Form of Depositary Receipt-Series F representing the Depositary Shares (included as part of Exhibit 4.10 to this report) | 8-K | 4.1 | 5/03/2021 | ||
| 4.13 | Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 | 10-Q 2Q21 | 4.4 | 8/5/2021 | ||
| 4.14 | FHN agrees to furnish to the Securities and Exchange Commission upon request a copy of each instrument defining the rights of the holders of the senior and subordinated long-term debt of FHN and its consolidated subsidiaries | |||||
| Equity-Based Award Plans | ||||||
| 10.1 (a) | 2021 Incentive Plan (as amended January 23, 2024) | X | X | |||
| 10.1 (b) | Equity Compensation Plan (as amended and restated April 26, 2016) | X | Proxy 2016 | App. A | 3/14/2016 | |
| 10.1 (c) | IBERIABANK Corporation 2019 Stock Incentive Plan | X | 10-K 2020 | 10.1(b) | 2/25/2021 | |
| 10.1 (d) | IBERIABANK Corporation 2016 Stock Incentive Plan | X | 10-K 2020 | 10.1(c) | 2/25/2021 | |
ITEM 15. EXHIBITS & FINANCIAL STATEMENT SCHEDULES
Table of Contents
| Exh No · Description of Exhibit to this 10-K Report · Filed Here · Mngt Exh · Furn-ished · Incorporated by Reference to | ||||||
|---|---|---|---|---|---|---|
| Form · Exh No · Filing Date | ||||||
| 10.1 (e) | 2000 Non-Employee Directors’ Deferred Compensation Stock Option Plan, as restated for amendments through Dec. 15, 2008 | X | 10-Q 2Q09 | 10.1(e) | 8/6/2009 | |
| Performance-Based Equity Award Documents | ||||||
| 10.2 (a) | Form of Grant Notice for Executive Performance Stock Units [2021] | X | 10-Q 1Q21 | 10.1 | 5/6/2021 | |
| 10.2 (b) | Form of Grant Notice for Executive Performance Stock Units [2022] | X | 10-Q 1Q22 | 10.1 | 5/6/2022 | |
| 10.2 (c) | Form of Grant Notice for Executive Performance Stock Units [2023] | X | 10-K 2022 | 10.2(e) | 3/1/2023 | |
| 10.2 (d) | Form of Grant Notice for CEO Special Equity Performance Stock Units [2023] | X | 8-K | 10.3 | 8/4/2023 | |
| 10.2 (e) | Form of Grant Notice for Executive Performance Stock Units [2024] | X | X | |||
| 10.2 (f) | Form of Grant Notice for Executive Special Performance Stock Units [2024] | X | X | |||
| Stock Option Award Documents | ||||||
| 10.3 (a) | Form of Grant Notice for Executive Stock Options [2017] | X | 10-Q 1Q17 | 10.2 | 5/8/2017 | |
| 10.3 (b) | Form of Grant Notice for Executive Stock Options [2018] | X | 10-Q 1Q18 | 10.2 | 5/8/2018 | |
| 10.3 (c) | Form of Grant Notice for Executive Stock Options [2019] | X | 10-Q 1Q19 | 10.2 | 5/8/2019 | |
| 10.3 (d) | Form of Grant Notice for Executive Stock Options [2020] | X | 10-Q 1Q20 | 10.2 | 5/8/2020 | |
| 10.3 (e) | Form of IBERIABANK Corporation Stock Option Agreement | X | 10-K 2020 | 10.3(l) | 2/25/2021 | |
| Other Equity-Based Award Documents | ||||||
| 10.4 (a) | Form of Grant Notice for Executive Restricted Stock Units [2021] | X | 10-Q 1Q21 | 10.2 | 5/6/2021 | |
| 10.4 (b) | Form of Grant Notice for Executive Restricted Stock Units - Special Bonus-Driven Award [2021] | X | 10-Q 1Q21 | 10.3 | 5/6/2021 | |
| 10.4 (c) | Form of Grant Notice for Executive Restricted Stock Units [2022] | X | 10-Q 1Q22 | 10.2 | 5/6/2022 | |
| 10.4 (d) | Form of Grant Notice for Executive Restricted Stock Units [2023] | X | 10-K 2022 | 10.4(e) | 3/1/2023 | |
| 10.4 (e) | Form of Grant Notice for Executive Restricted Stock Units [2024] | X | X | |||
| 10.4 (f) | Form of Grant Notice for Executive Special Restricted Stock Units [2024] | X | X | |||
| 10.4 (g) | Form of Grant Notice for CEO Special Equity Restricted Stock Units [2023] | X | 8-K | 10.4 | 8/4/2023 | |
| 10.4 (h) | Form of Grant Notice for Restricted Cash Units (Modified Retention Program, Cliff Vesting) [2023] | X | X | |||
| 10.4 (i) | Director Compensation Policy | X | X | |||
| Management Cash Incentive Plan Documents | ||||||
| 10.5 (a) | Executive Bonus Plan | X | 8-K | 10.1 | 10/27/2021 | |
| Other Exhibits relating to Employment, Retirement, Severance, or Separation | ||||||
| 10.6 (e) | Executive Change in Control Severance Plan | X | 8-K | 10.1 | 1/29/2021 | |
| 10.6 (f) | Form of Pension Restoration Plan (amended and restated as of January 1, 2008) | X | 10-Q 3Q07 | 10.7(e) | 11/7/2007 | |
ITEM 15. EXHIBITS & FINANCIAL STATEMENT SCHEDULES
Table of Contents
| Exh No · Description of Exhibit to this 10-K Report · Filed Here · Mngt Exh · Furn-ished · Incorporated by Reference to | ||||||
|---|---|---|---|---|---|---|
| Form · Exh No · Filing Date | ||||||
| 10.6 (g) · Form of Amendment to Pension Restoration Plan · X · 10-K 2009 · 10.7(d2) · 2/26/2010 | ||||||
| 10.6 (h) | Form of Amendment No. 3 to Pension Restoration Plan | X | 10-Q 3Q11 | 10.2 | 11/8/2011 | |
| 10.6 (i) | Form of First Horizon Corporation Savings Restoration Plan | X | 8-K | 10.1 | 7/17/2012 | |
| 10.6(j) | Conformed copy of Employment Agreement dated August 3, 2023 with D. Bryan Jordan | X | 8-K | 10.2 | 8/4/2023 | |
| 10.6 (k) | Retention Agreement of Anthony J. Restel, dated November 3, 2019 | X | 8-K | 10.1 | 7/2/2020 | |
| Documents Related to Other Deferral Plans and Programs | ||||||
| 10.7 (a) | Directors and Executives Deferred Compensation Plan [originally adopted 1985], as amended and restated [2017], with forms of deferral agreement and 2007 addendum to deferral agreement | X | 10-Q 2Q17 | 10.4 | 8/8/2017 | |
| 10.7 (b) | Form of Amendment to Directors and Executives Deferred Compensation Plan | X | 10-Q 3Q07 | 10.1(a3) | 11/7/2007 | |
| 10.7 (c) | Rate Applicable to Participating Directors under the Directors and Executives Deferred Compensation Plan | X | 10-Q 3Q23 | 10.1 | 11/7/2023 | |
| 10.7 (d) | Schedule of Deferral Agreements [Non-Employee Directors, 1995] | X | 10-K 2018 | 10.7(d) | 2/28/2019 | |
| 10.7 (e) | Form of First Horizon National Corporation Deferred Compensation Plan as Amended and Restated [formerly known as First Tennessee National Corporation Nonqualified Deferred Compensation Plan] | X | 10-Q 3Q07 | 10.1(c) | 11/7/2007 | |
| 10.7 (f) | Conformed copy of Amendment No. 1 to the First Horizon National Corporation Deferred Compensation Plan [removing "National" from the plan name] | X | S-8 333-273513 | 4.5 | 7/28/2023 | |
| 10.7 (g) | Form of Deferred Compensation Agreement used under FHN’s Equity Compensation Plan and First Tennessee National Corporation Non-Qualified Deferred Compensation Plan, along with form of Salary, Commission, and Annual Bonus Deferral Programs Overview, form of Deferred Stock Option (“DSO”) Program Summary, and description of share receipt deferral feature | X | 8-K | 10(z) | 1/3/2005 | |
| Other Exhibits related to Management or Directors | ||||||
| 10.8 (a) | Survivor Benefits Plan, as amended and restated July 18, 2006 | X | 10-Q 3Q06 | 10.8 | 11/8/2006 | |
| 10.8 (b) | Other Compensation and Benefit Arrangements for Non-employee Directors | X | 10-K 2020 | 10.8(b) | 2/25/2021 | |
| 10.8 (c) | Description of Long-Term Disability Program | X | 10-Q 2Q17 | 10.2 | 8/8/2017 | |
| 10.8 (d) | Form of Indemnity Agreement with directors and executive officers [2004 form] | X | 10-Q 2Q17 | 10.3 | 8/8/2017 | |
| 10.8 (e) | Form of amendment to 2004 form of Indemnity Agreement with directors and executive officers | X | 8-K | 10.4 | 4/28/2008 | |
| 10.8 (f) | Form of Indemnity Agreement with directors and executive officers (April 2008 revision) | X | 8-K | 10.5 | 4/28/2008 | |
| 10.8 (g) | List of Certain Benefits Available to Certain Executive Officers | X | X | |||
| 10.8 (h) | Description of 2024 Salary Rates for 2023 Named Executive Officers | X | X | |||
| Other Exhibits | ||||||
| 14 | Code of Ethics for Senior Financial Officers | 10-K 2022 | 14 | 3/1/2023 | ||
| 19.1 | Inside Information Policy | 10-Q 2Q23 | 19.1 | 8/4/2023 | ||
ITEM 15. EXHIBITS & FINANCIAL STATEMENT SCHEDULES
Table of Contents
| Exh No · Description of Exhibit to this 10-K Report · Filed Here · Mngt Exh · Furn-ished · Incorporated by Reference to | ||||||
|---|---|---|---|---|---|---|
| Form · Exh No · Filing Date | ||||||
| 19.2 | Inside Information Procedures | 10-Q 2Q23 | 19.2 | 8/4/2023 | ||
| 21 | Subsidiaries of First Horizon Corporation | X | ||||
| 23 | Accountant’s Consents | X | ||||
| 24 | Power of Attorney | X | ||||
| 31(a) | Rule 13a-14(a) Certifications of CEO (pursuant to Section 302 of Sarbanes-Oxley Act of 2002) | X | ||||
| 31(b) | Rule 13a-14(a) Certifications of CFO (pursuant to Section 302 of Sarbanes-Oxley Act of 2002) | X | ||||
| 32(a) | 18 USC 1350 Certifications of CEO (pursuant to Section 906 of Sarbanes-Oxley Act of 2002) | X | X | |||
| 32(b) | 18 USC 1350 Certifications of CFO (pursuant to Section 906 of Sarbanes-Oxley Act of 2002) | X | X | |||
| 97 | Erroneously Awarded Compensation Recovery Policy | X | ||||
| XBRL Exhibits | ||||||
| 101 | The following financial information from First Horizon Corporation’s Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL: (i) Consolidated Balance Sheets at December 31, 2023 and 2022; (ii) Consolidated Statements of Income for the Years Ended December 31, 2023, 2022, and 2021; (iii) Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2023, 2022, and 2021; (iv) Consolidated Statements of Changes in Equity for the Years Ended December 31, 2023, 2022, and 2021;(v) Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022, and 2021; and(vi) Notes to the Consolidated Financial Statements. | X | ||||
| 101. INS | XBRL Instance Document-the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | X | ||||
| 101. SCH | Inline XBRL Taxonomy Extension Schema | X | ||||
| 101. CAL | Inline XBRL Taxonomy Extension Calculation Linkbase | X | ||||
| 101. DEF | Inline XBRL Taxonomy Extension Definition Linkbase | X | ||||
| 101. LAB | Inline XBRL Taxonomy Extension Label Linkbase | X | ||||
| 101. PRE | Inline XBRL Taxonomy Extension Presentation Linkbase | X | ||||
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL (included in Exhibit 101) | X | ||||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.