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, 2005

 

 

 

 

 

OR

 

 

 

 

o

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

For the Transition Period from __________ to ____________

Commission File No. 001-15185

FIRST HORIZON NATIONAL CORPORATION SAVINGS PLAN*
(Full Title of Plan)

*Formerly known as First Tennessee National Corporation Savings Plan and Trust

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, 2005 and 2004

(With Report of Independent Registered Public Accounting Firm Thereon)


FIRST HORIZON NATIONAL CORPORATION
SAVINGS PLAN

Index to Financial Statements and Supplemental Schedule

 

 

 

 

 

Page

 

 

 

Report of Independent Registered Public Accounting Firm

1

 

 

Financial Statements:

 

 

 

 

 

Statements of Net Assets Available for Benefits, December 31, 2005 and 2004

2

 

 

 

 

Statement of Changes in Net Assets Available for Benefits, Year ended December 31, 2005

3

 

 

Notes to Financial Statements

4

 

 

Supplemental Schedule:

 

 

 

Schedule H, Line 4i - Schedule of Assets (Held at End of Year), December 31, 2005

9


 

 

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.



(KPMG LOGO)

 

 

 

KPMG LLP
Suite 900, Morgan Keegan Tower
Fifty North Front Street
Memphis, TN 38103

Report of Independent Registered Public Accounting Firm

The Pension, Savings and Flexible Compensation Committee of
First Horizon National Corporation:

We have audited the accompanying statements of net assets available for benefits of First Horizon National Corporation Savings Plan (the Plan) as of December 31, 2005 and 2004, and the related statement of changes in net assets available for benefits for the year ended December 31, 2005. 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 auditing 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. 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, 2005 and 2004, and the changes in its net assets available for benefits for the year ended December 31, 2005, in conformity with U.S. generally accepted accounting principles.

Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule H, Line 4i – Schedule of Assets (Held at End of Year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary 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 schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic 2005 financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic 2005 financial statements taken as a whole.

(KPMG LLP)

Memphis, Tennessee
June 28, 2006

KPMG LLP, a U.S. limited liability partnership, is the U.S.
member firm of KPMG International, a Swiss cooperative.


FIRST HORIZON NATIONAL CORPORATION
SAVINGS PLAN

Statements of Net Assets Available for Benefits
December 31, 2005 and 2004

 

 

 

 

 

 

 

 

 

 

2005

 

2004

 

 

 


 


 

Assets:

 

 

 

 

 

 

 

Investments:

 

 

 

 

 

 

 

First Horizon National Corporation, common stock

 

$

317,598,814

 

$

352,091,786

 

Money market and stable value funds

 

 

60,001,584

 

 

55,782,390

 

Mutual funds

 

 

237,126,844

 

 

195,222,349

 

Participant loans

 

 

17,385,161

 

 

16,599,849

 

Segregated participant investments

 

 

1,891,076

 

 

1,906,001

 

 

 



 



 

Total investments

 

 

634,003,479

 

 

621,602,375

 

 

 



 



 

Cash

 

 

620,421

 

 

1,494,755

 

Receivables:

 

 

 

 

 

 

 

Employee contributions

 

 

643,166

 

 

639,278

 

Employer contributions

 

 

317,877

 

 

273,610

 

Interest

 

 

3,934

 

 

3,611

 

Dividends

 

 

3,720,622

 

 

3,555,482

 

Due from broker

 

 

551,929

 

 

966,597

 

 

 



 



 

Total receivables

 

 

5,237,528

 

 

5,438,578

 

 

 



 



 

Total assets

 

 

639,861,428

 

 

628,535,708

 

 

 



 



 

Liabilities:

 

 

 

 

 

 

 

Benefits and loans payable

 

 

64,949

 

 

149,056

 

Excess contributions payable

 

 

 

 

141,856

 

Income taxes payable

 

 

5,707

 

 

11,206

 

Due to broker

 

 

402,729

 

 

1,390,681

 

Other liabilities

 

 

301,721

 

 

267,498

 

 

 



 



 

Total liabilities

 

 

775,106

 

 

1,960,297

 

 

 



 



 

Net assets available for benefits

 

$

639,086,322

 

$

626,575,411

 

 

 



 



 

See accompanying notes to financial statements.

2


FIRST HORIZON NATIONAL CORPORATION
SAVINGS PLAN

Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 2005

 

 

 

 

 

 

 

2005

 

 

 


 

Additions:

 

 

 

 

Additions to net assets attributed to:

 

 

 

 

Investment income (loss):

 

 

 

 

Net depreciation in fair value of investments

 

$

(31,259,129

)

Interest income

 

 

2,741,756

 

Dividend income

 

 

23,471,191

 

 

 



 

Total investment loss

 

 

(5,046,182

)

 

 



 

Contributions:

 

 

 

 

Participants

 

 

43,508,068

 

Employer

 

 

18,189,496

 

Rollovers

 

 

4,101,362

 

 

 



 

Total contributions

 

 

65,798,926

 

 

 



 

Transfers into the plan

 

 

48,513

 

 

 



 

Total additions

 

 

60,801,257

 

 

 



 

Deductions:

 

 

 

 

Deductions from net assets attributed to:

 

 

 

 

Benefits paid to participants or beneficiaries

 

 

47,312,606

 

Corrective distributions

 

 

10,846

 

Administrative expenses

 

 

966,894

 

 

 



 

Total deductions

 

 

48,290,346

 

 

 



 

Net increase

 

 

12,510,911

 

Net assets available for benefits:

 

 

 

 

Beginning of year

 

 

626,575,411

 

 

 



 

End of year

 

$

639,086,322

 

 

 



 

See accompanying notes to financial statements.

3


FIRST HORIZON NATIONAL CORPORATION
SAVINGS PLAN

Notes to Financial Statements
December 31, 2005 and 2004

 

 

(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 plan established April 23, 1978, for qualified employees of First Horizon National Corporation and certain affiliates (the Company) 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. Nationwide Trust Company, FSB (NTC) serves as trustee of the Plan. Pursuant to the Plan document, certain retirees are allowed to segregate and direct their accounts into investments outside the boundaries of investment options available to active participants and defer payment of benefits. These 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. The 401(k) Company serves as recordkeeper of the Plan.

 

 

 

 

(a)

Contributions

 

 

 

 

 

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 of service. A participant may authorize payroll deductions from 1% to 100% 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 contributions (from 1% to 90% of eligible pay) and 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.

 

 

 

 

 

The Company makes two types of contributions on behalf of participants to the Plan – Company matching contributions and Company savings contributions. After one year of service all participants are eligible for matching contributions. All participants receive 50% of the first 1% to 6% of participant pre-tax contributions invested in the First Horizon National Corporation Stock Fund (ESOP), except First Horizon Home Loan Corporation (FHHLC) participants. FHHLC participants receive 50% of the first 1% to 6% of participant pre-tax contributions invested in any of the investment options.

4


FIRST HORIZON NATIONAL CORPORATION
SAVINGS PLAN

Notes to Financial Statements
December 31, 2005 and 2004

 

 

 

 

 

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. All Company contributions, and allocated earnings or losses thereon, are 100% vested.

 

 

 

 

(b)

Payment of Benefits

 

 

 

 

 

On termination of service due to death, disability or retirement, a participant or beneficiary may elect to receive a lump-sum amount equal to the value of the participant’s interest in their account, or installment payouts, as defined. For termination of service for other reasons, a participant may receive the value of the interest in their account as a lump-sum distribution. 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 profit sharing 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 account. In-service withdrawals are limited to four such withdrawals during a calendar year. 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 stock. Also, annually, a participant may request a withdrawal of certain contributions invested in the ESOP in the form of Company stock.

 

 

 

 

(c)

Participant Accounts

 

 

 

 

 

Each participant’s account is credited with the participant’s contributions, the Company’s contributions and Plan earnings, and is charged with an allocation of asset management fees, Plan losses and certain other recordkeeping expenses. Allocations are based on 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.

 

 

 

 

(d)

Participant Loans

 

 

 

 

 

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 and bear interest at the prime interest rate at the time of the participant’s request of the loan. Principal and interest is paid ratably through payroll deductions. Up to three loans may be outstanding at one time, but participants can have only one general purpose loan and one primary residence loan per calendar year.

5


FIRST HORIZON NATIONAL CORPORATION
SAVINGS PLAN

Notes to Financial Statements
December 31, 2005 and 2004

 

 

 

(2)

Summary of Significant Accounting Policies

 

 

 

(a)

Use of Estimates

 

 

 

 

 

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.

 

 

 

 

(b)

Investment Valuation and Income Recognition

 

 

 

 

 

Investments in mutual funds and the 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 common/collective trust (stable value fund) is stated at fair value as determined by the issuer based on the fair value of the underlying investments. Investments in common stocks are valued at the last reported sales price on 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. Loans to participants are stated at the unpaid principal balance, which the Plan’s management believes approximates fair value.

 

 

 

 

 

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.

 

 

 

 

(c)

Contributions

 

 

 

 

 

Participant contributions are recognized when withheld, and Employer contributions are recognized when due. Rollovers are recognized when approved by the Plan Sponsor.

 

 

 

 

(d)

Benefit Payments

 

 

 

 

 

Benefits paid to participants or beneficiaries are recognized when requested and approved for payment.

 

 

 

 

(e)

Administrative Expenses

 

 

 

 

 

Administrative expenses are recognized when incurred.

6


FIRST HORIZON NATIONAL CORPORATION
SAVINGS PLAN

Notes to Financial Statements
December 31, 2005 and 2004

 

 

 

(3)

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.

 

 

(4)

Tax Status of Plan

 

 

 

The Internal Revenue Service (IRS) has determined and informed the Plan Sponsor by a letter dated October 24, 2002, 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.

 

 

 

The income tax payable of $5,707 and $11,206 as of December 31, 2005 and 2004, respectively, represents participant taxes for early withdrawal. These taxes are withheld by the Plan Sponsor on behalf of the participant and remitted to the IRS.

 

 

(5)

Related Party Transactions

 

 

 

Certain Plan investments are shares of mutual funds managed by Highland Capital Management Corporation and Martin & Company, Inc., wholly-owned subsidiaries of the Plan Sponsor. Therefore, transactions related to these mutual funds, as well as transactions related to FHNC common stock, qualify as party-in-interest transactions. In 2004, FTBNA, an affiliated company, charged trustee fees of $646. This amount is reflected in administrative expenses in the accompanying financial statements.

 

 

(6)

Investments

 

 

 

The following presents investments that represent 5 percent or more of the Plan’s net assets at December 31, 2005 and 2004:


 

 

 

 

 

 

 

 

 

 

 

 

2005

 

2004

 

 

 

 


 


 

 

 

 

 

 

 

 

 

 

 

First Horizon National Corporation – Common Stock

 

$

317,602,197

 

$

352,095,580

 

 

Royce Premier Fund

 

 

58,920,859

 

 

45,159,301

 

 

Dodge & Cox Balanced Fund

 

 

45,743,034

 

 

 

 

First Funds Core Equity I

 

 

44,939,572

 

 

61,659,809

 

 

First Funds US Government Portfolio

 

 

35,694,744

 

 

40,488,692

 

 

Harbor Fund International Fund

 

 

34,699,903

 

 

 

7


FIRST HORIZON NATIONAL CORPORATION
SAVINGS PLAN

Notes to Financial Statements
December 31, 2005 and 2004

 

 

 

For the period ended December 31, 2005, the Plan’s investments, including gains and losses on investments bought and sold as well as held during the year, depreciated in value by $31,259,129, as follows:


 

 

 

 

 

 

 

 

 

2005

 

 

 

 


 

 

 

 

 

 

 

 

First Horizon National Corporation – Common Stock

 

$

(38,357,036

)

 

Mutual Funds

 

 

7,035,236

 

 

Segregated Participant Investments

 

 

62,671

 

 

 

 



 

 

 

 

$

(31,259,129

)

 

 

 



 


 

 

(7)

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 at December 31, 2005 and 2004:


 

 

 

 

 

 

 

 

 

 

 

 

2005

 

2004

 

 

 

 


 


 

 

 

 

 

 

 

 

 

 

 

Net assets available for benefits per the financial statements

 

$

639,086,322

 

$

626,575,411

 

 

Less: Increase in benefits payable

 

 

(482,165

)

 

(1,665,739

)

 

 

 



 



 

 

Net assets available for benefits per the Form 5500

 

$

638,604,157

 

$

624,909,672

 

 

 

 



 



 


 

 

 

The above increase in benefits payable is recorded as a liability in the Plan’s Form 5500. However, this amount is not recorded as a liability in the accompanying statement of net assets available for benefits in accordance with accounting principles generally accepted in the United States.

 

 

 

The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500 for the years ended December 31, 2005 and 2004:


 

 

 

 

 

 

 

 

 

 

 

 

2005

 

2004

 

 

 

 


 


 

 

 

 

 

 

 

 

 

 

 

Benefits paid to participants per the financial statements

 

$

47,312,606

 

$

52,958,852

 

 

Less: accrual for prior year

 

 

(1,665,739

)

 

(783,712

)

 

Add: accrual for current year

 

 

482,165

 

 

1,665,739

 

 

 

 



 



 

 

Benefits paid to participants per the Form 5500

 

$

46,129,032

 

$

53,840,879

 

 

 

 



 



 

8


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, 2005

 

 

 

 

 

 

 

 

 

(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

 


 


 


 


 

 

 

 

 

 

 

 

 

 

 

 

Federated Capital Reserves

 

Money market fund

 

$

129,147

 

 

 

Fidelity Institutional Government Portfolio

 

Money market fund

 

 

375,141

 

*

 

First Funds US Government Portfolio

 

Money market fund

 

 

35,694,744

 

 

 

 

 

 

 

 

 

 

 

 

Amvescap National Trust Company

 

Common collective trust - stable value fund

 

 

24,177,693

 

 

 

 

 

 

 

 

 

 

 

 

Dodge & Cox Balanced Fund

 

Mutual fund

 

 

45,743,034

 

*

 

First Funds Capital Appreciation I

 

Mutual fund

 

 

8,459,747

 

*

 

First Funds Core Equity I

 

Mutual fund

 

 

44,939,572

 

*

 

First Funds Intermediate Bond I

 

Mutual fund

 

 

17,777,946

 

 

 

Harbor Fund International Fund

 

Mutual fund

 

 

34,699,903

 

 

 

Royce Premier Fund

 

Mutual fund

 

 

58,920,859

 

 

 

Vanguard 500 Index Fund - Admiral

 

Mutual fund

 

 

26,585,783

 

 

 

 

 

 

 

 

 

 

 

 

Federal Home Loan Bank

 

U.S. government agency note, 6.0%, due 2/12/2016

 

 

109,063

 

 

 

Federal Home Loan Mortgage Corporation

 

U.S. government agency pool #182031, 10.0%, due 12/1/2010

 

 

216

 

 

 

 

 

 

 

 

 

 

 

 

Cross A T Company

 

Corporate stock

 

 

4,050

 

 

 

Deltic Timber Corporation

 

Corporate stock

 

 

29,611

 

 

 

Dow Jones & Company, Inc.

 

Corporate stock

 

 

35,490

 

 

 

JP Morgan Chase & Company

 

Corporate stock

 

 

28,577

 

 

 

Merrill Lynch & Company, Inc.

 

Corporate stock

 

 

541,840

 

 

 

Miller Herman, Inc.

 

Corporate stock

 

 

112,760

 

 

 

Murphy Oil Corporation

 

Corporate stock

 

 

431,920

 

 

 

Parametric Technology Corporation

 

Corporate stock

 

 

8,442

 

 

 

Servicemaster Company

 

Corporate stock

 

 

80,663

 

 

 

Supervalu, Inc.

 

Corporate stock

 

 

129,920

 

 

 

 

 

 

 

 

 

 

*

 

First Horizon National Corporation

 

First Horizon National Corporation

 

 

 

 

 

 

 

 

Common stock fund, 8,167,376 shares

 

 

317,602,197

 

 

 

 

 

 

 

 

 

 

*

 

Various participants

 

Loan fund, interest rates ranging from 4.0% to 9.5% with varying maturity dates through 2015, collateralized by participants’ right, title and interest in and to the Plan

 

 

17,385,161

 

 

 

 

 

 

 



 

 

 

 

 

 

 

$

634,003,479

 

 

 

 

 

 

 



 

* Indicates party-in-interest to the Plan.

See accompanying independent auditors’ report.

9


EXHIBITS

The following documents are filed as exhibits to this Form 11-K:

 

 

1.

Consent of Accountants.

SIGNATURES

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Savings 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 29, 2006

By:

/s/ ROBERT E. ELLIS

 

 

Robert E. Ellis

 

 

Senior Vice President – Manager Financial

 

 

Operations and Member of the Savings Plan

 

 

Committee



EXHIBIT INDEX

 

 

No.

Description



 

 

23

Consent of Accountants