FORM 11-K
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
| {X} |
ANNUAL
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| |
For
the fiscal year ended December 31, 2004 |
| { } |
TRANSITION
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| |
For
the transition period from _____________________ to _____________________ |
| |
Commission
file number 000-50015 |
| |
A. |
Full
title of the plan and the address of the plan, if different from that of the
issuer named below: |
TierOne Bank Savings
Plan
| |
B. |
Name
of issuer of securities held pursuant to the plan and the address of its
principal executive office: |
TierOne Corporation
1235 “N”Street
Lincoln, Nebraska 68508
REQUIRED INFORMATION
The
following financial statements and supplemental schedule of the TierOne Bank Savings Plan are filed herewith.
TIERONE BANK SAVINGS
PLAN
Table of Contents
|
Page |
Report of Independent Registered Public Accounting Firm |
1 |
Statements of Net Assets Available for Benefits as of December 31, 2004 and 2003 |
2 |
Statements of Changes in Net Assets Available for Benefits for the Three-Year Period Ended December 31, 2004 |
3 |
Notes to Financial Statements |
4 |
Schedule |
Schedule H, line 4i--Schedule of Assets (Held at End of Year) |
9 |
Report of Independent
Registered Public Accounting Firm
Employee Benefit
Committee
TierOne Bank:
We have audited the accompanying
statements of net assets available for benefits of the TierOne Bank Savings Plan (the
Plan) as of December 31, 2004 and 2003, and the related statements of changes in net
assets available for benefits for the three-year period ended December 31, 2004.
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 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, 2004 and 2003, and the changes
in net assets available for benefits for the three-year period ended December 31,
2004, 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 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.
This supplemental schedule is the responsibility of the Plan’s management. The
supplemental schedule has been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as whole.
/s/ KPMG LLP
Lincoln, Nebraska
May 26,
2005
TIERONE BANK SAVINGS
PLAN
Statements of Net Assets Available for Benefits
December 31, 2004 and 2003
|
2004
|
2003
|
| Assets: |
|
|
| |
|
| |
|
| Investments: | | |
| At fair value: | | |
| American Century Income & Growth Account | | |
$ | 1,995,781 |
|
| 590,376 |
|
| American Century Small Cap Value Account | | |
| 1,204,121 |
|
| 785,286 |
|
| American Century Select Account | | |
| -- |
|
| 132,426 |
|
| Janus Adv Agg Gr/Prin Ptr Mid Cap Growth I Acct | | |
| 819,520 |
|
| 445,298 |
|
| Mason Street Aggressive Growth Account | | |
| 489,168 |
|
| 34,327 |
|
| Principal International Stock Account | | |
| 3,393,882 |
|
| 1,512,240 |
|
| Principal International Small Company Account | | |
| 835,761 |
|
| 128,141 |
|
| Principal Large Cap Stock Index Account | | |
| 3,405,911 |
|
| 2,395,837 |
|
| Principal Money Market Account | | |
| 5,328,517 |
|
| 1,048,582 |
|
| Principal Real Estate/U.S. Property Account | | |
| 3,234,589 |
|
| 1,432,811 |
|
| Principal Bond and Mortgage Account | | |
| 3,580,316 |
|
| 2,014,884 |
|
| Principal Bond Emphasis Balanced Account | | |
| 355,346 |
|
| 331,846 |
|
| Principal Stock Emphasis Balanced Account | | |
| 352,598 |
|
| 330,001 |
|
| Principal Partners Large Cap Blend Account | | |
| 2,940,658 |
|
| 450,652 |
|
| Principal Partners Large Cap Blend I Account | | |
| 2,672,885 |
|
| 2,617,111 |
|
| Principal Partners Large Cap Growth II Account | | |
| 430,088 |
|
| -- |
|
| Principal Partners Large Cap Growth Account | | |
| 1,206,873 |
|
| -- |
|
| Principal Mid Cap Stock Index Account | | |
| 1,060,340 |
|
| 697,956 |
|
| Principal International Emerging Markets Account | | |
| 673,931 |
|
| 263,600 |
|
| Principal Total Market Stock Index Account | | |
| 601,972 |
|
| 142,493 |
|
| Putnam Voyager Account | | |
| -- |
|
| 404,137 |
|
| TierOne Corporation Common Stock Account | | |
| 9,427,268 |
|
| 8,943,553 |
|
|
| |
| |
| | | |
| 44,009,525 |
|
| 24,701,557 |
|
At contract value: | | |
| Principal Guaranteed Interest Account | | |
| 2,255,405 |
|
| 2,281,733 |
|
|
| |
| |
| Net assets available for benefits | | |
$ | 46,264,930 |
|
| 26,983,290 |
|
|
| |
| |
See accompanying notes to financial
statements.
2
TIERONE BANK SAVINGS
PLAN
Statements of Changes in Net Assets Available for
Benefits
Years ended December 31, 2004, 2003, and
2002
|
2004
|
2003
|
2002
|
| Additions to net assets attributed to: |
|
|
| |
|
| |
|
| |
|
| Net appreciation (depreciation) in fair | | |
| value of investments | | |
$ | 3,146,050 |
|
| 5,893,738 |
|
| (65,675 |
) |
| Dividends | | |
| 74,077 |
|
| -- |
|
| -- |
|
|
| |
| |
| |
| | | |
| 3,220,127 |
|
| 5,893,738 |
|
| (65,675 |
) |
|
| |
| |
| |
| Contributions: | | |
| Employer’s | | |
| 522,320 |
|
| 526,578 |
|
| 656,001 |
|
| Participants’ | | |
| 1,570,136 |
|
| 1,293,743 |
|
| 1,121,493 |
|
| Rollovers | | |
| 102,425 |
|
| 249,547 |
|
| 332,945 |
|
|
| |
| |
| |
| Total contributions | | |
| 2,194,881 |
|
| 2,069,868 |
|
| 2,110,439 |
|
|
| |
| |
| |
| Total additions | | |
| 5,415,008 |
|
| 7,963,606 |
|
| 2,044,764 |
|
|
| |
| |
| |
| Deductions from net assets attributed to: | | |
| Benefits paid to participants | | |
| 3,724,013 |
|
| 1,122,063 |
|
| 391,271 |
|
| Administrative expenses | | |
| 2,935 |
|
| 2,113 |
|
| 1,844 |
|
|
| |
| |
| |
| Total deductions | | |
| 3,726,948 |
|
| 1,124,176 |
|
| 393,115 |
|
|
| |
| |
| |
| Other changes: | | |
| Assets transferred in due to plan mergers | | |
| 17,593,580 |
|
| -- |
|
| -- |
|
|
| |
| |
| |
| Net increase | | |
| 19,281,640 |
|
| 6,839,430 |
|
| 1,651,649 |
|
| Net assets available for benefits: | | |
| Beginning of year | | |
| 26,983,290 |
|
| 20,143,860 |
|
| 18,492,211 |
|
|
| |
| |
| |
| End of year | | |
$ | 46,264,930 |
|
| 26,983,290 |
|
| 20,143,860 |
|
|
| |
| |
| |
See accompanying notes to financial
statements.
3
TIERONE BANK SAVINGS PLAN
Notes to Financial
Statements
December 31, 2004, 2003
and 2002
| |
The
following description of the TierOne Bank (Bank) Savings Plan (Plan) provides only general
information. Participants should refer to the Plan agreement for a more complete
description of the Plan’s provisions. |
| |
The
Plan, established August 1, 1978 and restated as of January 1, 1997, is a
defined contribution 401(k) profit sharing plan and is administered by the Employee
Benefit Committee. It is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA). The Bank believes the Plan is in compliance with the
requirements of ERISA. |
| |
The
Plan requires that employees complete six months of service to be eligible for
participation in the Plan. The employee must make an election to participate in the Plan
and agree to make contributions to the Plan by payroll deductions. |
| |
Employees
can contribute from 1% to 25% of their salary to the Plan. During 2002, the Bank
contributed 80% of the employee’s contribution up to a maximum of 6% of the employee’s
salary, as defined. During the first three months of 2003, the Bank contributed 80% of
the employee’s contribution up to a maximum of 6% of the employee’s salary.
Beginning April 2003, the Bank decreased its contribution amount to 50% of the employee’s
contribution up to a maximum of 6% of the employee’s salary. The Bank may make
additional contributions to the Plan not to exceed the maximum amount deductible from the
Bank’s income under the Internal Revenue Code. Participants must be employed on
December 31 to receive an allocation of the Bank’s contribution. Participants
direct the investment of their contributions plus the Company’s contributions into
various investment options offered by the Plan. |
| |
Each
participant’s account is credited with the participant’s contribution, an
allocation of the Bank’s contribution, and plan earnings. Allocations are based on
participant earnings 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. |
| |
Participants
are vested immediately in their contributions plus actual earnings thereon. Plan
participants become 100% vested in the Bank’s matching contributions at three years
of service. |
| |
On
termination of service due to death, disability, or retirement, a participant may elect
to receive either a single lump-sum amount equal to the value of the participant’s
vested interest in his or her account or as a fixed-period annuity. Participants may also
elect to receive a taxable distribution of any part of their contributed vested account
balance prior to retirement if plan hardship requirements are met. |
(Continued)
4
TIERONE BANK SAVINGS PLAN
Notes to Financial
Statements
December 31, 2004, 2003
and 2002
| |
For
the years ended December 31, 2004, 2003, and 2002, forfeitures in nonvested accounts
totaling $2,372, $11,031, and $1,489, respectively, were used to reduce employer
contributions. |
| (2) |
Summary
of Significant Accounting Policies |
| |
The
financial statements of the Plan are prepared under the accrual method of accounting. |
| |
(b) |
Investments
Valuations and Income Recognition |
| |
The
Plan’s investments are stated at fair value, except for its benefit-responsive
investment contract, which is valued at contract value, which is the value paid when
funds are withdrawn prior to their maturity (see note 4). Quoted market prices are
used to value investments. Each pooled separate account is valued at fair value at the
close of each business day. The net investment income (loss) in pooled separate accounts
as reflected in the statements of changes in net assets available for benefits consists
of realized gains or losses and the unrealized appreciation and depreciation on those
investments during the year. |
| |
Purchases
and sales of securities are recorded on a trade-date basis. Interest income is recorded
on the accrual basis. Dividends are recorded on the ex-dividend date. |
| |
Benefits
are recorded when paid. |
| |
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 assets, liabilities, and changes therein,
and disclosure of contingent assets and liabilities at the date of the financial
statements. Actual results could differ from those estimates. |
| |
(e) |
Risks
and Uncertainties |
| |
The
Plan provides for investment options in any combination of stocks, bonds, fixed income
securities, mutual funds, and other investment securities. Investment securities are
exposed to various risks, such as interest rates, market, and credit. Due to the level of
risk associated with certain investment securities and the level of uncertainty related
to changes in the value of investment securities, it is at least reasonably possible that
changes in risk in the near term could materially affect participants’ account
balances and the amounts reported in the statements of net assets available for plan
benefits and the statements of changes in net assets available for plan benefits. |
(Continued)
5
TIERONE BANK SAVINGS PLAN
Notes to Financial
Statements
December 31, 2004, 2003
and 2002
| |
(f) |
Concentrations
of Investments |
| |
Included
in the Plan’s net assets available for benefits at December 31, 2004 and 2003
are investments in TierOne Corporation common stock amounting to $9.4 million and
$8.9 million, respectively, whose value could be subject to change based on market
conditions. |
| |
During
2004, 2003, and 2002, net appreciation (depreciation) in fair value of investments, was
as follows: |
|
2004
|
2003
|
2002
|
| American Century Income & Growth Account |
|
|
$ | 116,656 |
|
| 106,880 |
|
| (55,365 |
) |
| American Century Select Account | | |
| 182,501 |
|
| 15,440 |
|
| (1,065 |
) |
| American Century Small Cap Value Account | | |
| 390 |
|
| 178,014 |
|
| (99,039 |
) |
| Janus Advisor Aggressive Growth Account | | |
| 74,655 |
|
| 100,906 |
|
| (102,597 |
) |
| Mason Street Aggressive Growth Account | | |
| 26,124 |
|
| 4,948 |
|
| (7,395 |
) |
| Principal Guaranteed Interest Account | | |
| 78,708 |
|
| 94,788 |
|
| 107,169 |
|
| Principal International Small Company Account | | |
| 427,736 |
|
| 32,759 |
|
| (1,787 |
) |
| Principal International Stock Account | | |
| 102,995 |
|
| 396,447 |
|
| (246,844 |
) |
| Principal Large Cap Stock Index Account | | |
| 262,817 |
|
| 493,448 |
|
| (638,837 |
) |
| Principal Money Market Account | | |
| 21,736 |
|
| 7,335 |
|
| 19,184 |
|
| Principal Real Estate/U.S. Property Account | | |
| 242,212 |
|
| 104,698 |
|
| 44,706 |
|
| Principal Bond and Mortgage Account | | |
| 107,617 |
|
| 102,743 |
|
| 188,632 |
|
| Principal Bond Emphasis Balanced Account | | |
| 31,905 |
|
| 49,740 |
|
| (17,019 |
) |
| Principal Stock Emphasis Balanced Account | | |
| 37,348 |
|
| 68,034 |
|
| (53,108 |
) |
| Principal Partners Large Cap Blend I Account | | |
| 186,387 |
|
| 588,461 |
|
| (1,066,502 |
) |
| Principal Partners Large Cap Blend Account | | |
| 299,055 |
|
| 68,794 |
|
| 772 |
|
| Principal Partners Large Cap Growth II Account | | |
| 23,230 |
|
| -- |
|
| -- |
|
| Principal Partners Large Cap Growth Account | | |
| 58,556 |
|
| -- |
|
| -- |
|
| Principal Mid Cap Stock Index Account | | |
| 125,305 |
|
| 157,057 |
|
| (68,116 |
) |
| Principal International Emerging Markets Account | | |
| 84,750 |
|
| 94,837 |
|
| (25,219 |
) |
| Principal Total Market Stock Index Account | | |
| 32,392 |
|
| 13,864 |
|
| (8,204 |
) |
| Putnam Voyager Account | | |
| (5,552 |
) |
| 73,604 |
|
| (124,547 |
) |
| TierOne Corporation Common Stock Account | | |
| 628,527 |
|
| 3,140,941 |
|
| 2,089,506 |
|
|
| |
| |
| |
| | | |
$ | 3,146,050 |
|
| 5,893,738 |
|
| (65,675 |
) |
|
| |
| |
| |
(Continued)
6
TIERONE BANK SAVINGS PLAN
Notes to Financial
Statements
December 31, 2004, 2003
and 2002
| |
The
following table represents the fair value of individual investments which exceed 5% of
the Plan’s net assets: |
|
2004
|
2003
|
2002
|
| Principal Guaranteed Interest Account |
|
|
$ | * |
|
| 2,281,733 |
|
| 2,277,018 |
|
| Principal International Stock Account | | |
| 3,393,882 |
|
| 1,512,240 |
|
| 1,077,964 |
|
| Principal Money Market Account | | |
| 5,328,517 |
|
| * |
|
| * |
|
| Principal Large Cap Stock Index Account | | |
| 3,405,911 |
|
| 2,395,837 |
|
| 1,652,067 |
|
| Principal Real Estate/U.S. Property Account | | |
| 3,234,588 |
|
| 1,432,811 |
|
| 1,245,076 |
|
| Principal Bond and Mortgage Account | | |
| 3,580,316 |
|
| 2,014,884 |
|
| 2,075,810 |
|
| Principal Partners Large Cap Blend Account | | |
| 2,940,658 |
|
| * |
|
| * |
|
| Principal Partners Large Cap Blend I Account | | |
| 2,672,885 |
|
| 2,617,111 |
|
| 2,144,532 |
|
| TierOne Corporation Common Stock Account | | |
| 9,427,268 |
|
| 8,943,533 |
|
| 6,156,525 |
|
|
| |
| |
| |
| |
*
Did not meet the 5% threshold in the applicable year. |
| (4) |
Guaranteed
Interest Account with Insurer |
| |
The
Plan entered into a Guaranteed Interest Account with Principal Life Insurance Company who maintains the
contributions in a pooled account. The Guaranteed Interest Account is credited with
earnings on the underlying investments and charged for plan withdrawals and administrative
expenses charged by Principal Life Insurance Company. The Guaranteed Interest Account is included in the
financial statements at contract value (which represents contributions made under the
contract plus earnings, less withdrawals and expenses) because it is fully benefit
responsive. For example, participants may ordinarily direct the withdrawal or transfer of
all or a portion of their investment at contract value. There are no reserves against
contract value for credit risk of the contract issuer or otherwise. The contract value of
the Guaranteed Interest Account at December 31, 2004, 2003, and 2002 approximated
fair value. The average yield and crediting interest rates approximated 3.47%, 4.04%, and
2.1% for 2004, 2003, and 2002, respectively. The crediting interest rate is based on an
agreed-upon formula with the issuer, but cannot be less than 0%. |
| (5) |
Related
Party Transactions |
| |
The
Plan’s investments are shares in pooled funds managed by Principal Life Insurance
Company. Principal Life Insurance Company is the custodian as defined by the Plan, and
therefore, these transactions qualify as party-in-interest. Fees paid by the Plan for the
administrative services amounted to $2,935, $2,113, and $1,844 for the years ended
December 31, 2004, 2003, and 2002, respectively. |
| |
Although
it has not expressed any present intention to do so, the Bank has the right under the Plan
to discontinue its contributions at any time and to terminate the Plan subject to the
provisions of ERISA. In the event of plan termination, participants will become 100%
vested in their accounts. |
(Continued)
7
TIERONE BANK SAVINGS
PLAN
Notes to Financial
Statements
December 31, 2004, 2003
and 2002
| |
The
Internal Revenue Service has determined and informed the Bank by a letter, dated
June 19, 2002, that the Plan and related trust are designed in accordance with
applicable sections of the Internal Revenue Code (IRC). Although the Plan has been amended
since receiving the determination letter, the Plan administrator and the Plan’s tax
counsel believe that the Plan is designed and is currently being operated in compliance
with the applicable requirements of the IRC. |
| |
On
August 10, 2004, the United Nebraska Financial Co. Salary Reduction Profit Sharing Plan
and the United Nebraska Financial Co. Employee Stock Ownership Plan and Trust were merged
with the Plan. In connection therewith, $17,593,580 was transferred to the Plan which has
been reflected as a plan merger in the accompanying statements of changes in net assets
available for benefits. |
8
Schedule
TIERONE BANK SAVINGS
PLAN
Schedule H, line 4i—Schedule of Assets (Held at End of Year)
December 31, 2004
(a)
|
(b)
Identity of issue, borrower,
lessor, or similar party
|
(c)
Description of investment,
including maturity date,
rate of interest, collateral,
par, or maturity value
|
(d)
Cost
|
(e)
Current value
|
|
|
|
|
|
|
Pooled funds on deposit with Principal Life Insurance Company: |
|
|
| * |
American Century Income & Growth Account |
Pooled Separate Account |
** |
$ 1,995,781 |
| * |
American Century Small Cap Value Account |
Pooled Separate Account |
** |
1,204,121 |
| * |
Janus Adv Agg Gr/Prin Ptr Mid Cap Growth I Acct |
Pooled Separate Account |
** |
819,520 |
| * |
Mason Street Aggressive Growth Account |
Pooled Separate Account |
** |
489,168 |
| * |
Principal Guaranteed Interest Account |
GIC |
** |
2,255,405 |
| * |
Principal International Stock Account |
Pooled Separate Account |
** |
3,393,882 |
| * |
Principal International Small Company Account |
Pooled Separate Account |
** |
835,761 |
| * |
Principal Large Cap Stock Index Account |
Pooled Separate Account |
** |
3,405,911 |
| * |
Principal Money Market Account |
Pooled Separate Account |
** |
5,328,517 |
| * |
Principal Real Estate/U.S. Property Account |
Pooled Separate Account |
** |
3,234,589 |
| * |
Principal Bond and Mortgage Account |
Pooled Separate Account |
** |
3,580,316 |
| * |
Principal Bond Emphasis Balanced Account |
Pooled Separate Account |
** |
355,346 |
| * |
Principal Stock Emphasis Balanced Account |
Pooled Separate Account |
** |
352,598 |
| * |
Principal Partners Large Cap Blend Account |
Pooled Separate Account |
** |
2,940,658 |
| * |
Principal Partners Large Cap Blend I Account |
Pooled Separate Account |
** |
2,672,885 |
| * |
Principal Partners Large Cap Growth II Account |
Pooled Separate Account |
** |
430,088 |
| * |
Principal Partners Large Cap Growth Account |
Pooled Separate Account |
** |
1,206,873 |
| * |
Principal Mid Cap Stock Index Account |
Pooled Separate Account |
** |
1,060,340 |
| * |
Principal International Emerging Markets Account |
Pooled Separate Account |
** |
673,931 |
| * |
Principal Total Market Stock Index Account |
Pooled Separate Account |
** |
601,972 |
| * |
TierOne Corporation Common Stock Account |
Corporate Stock |
** |
9,427,268 |
|
|
|
|
|
| |
|
|
|
$46,264,930 |
|
|
|
|
|
* Indicates party-in-interest.
**
Historical cost information is omitted as it is no longer required for
participant-directed accounts.
See accompanying independent auditors’ report.
9
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons
who administer the employee benefit plan) have duly caused this annual report to be signed
on its behalf by the undersigned hereunto duly authorized.
|
TIERONE BANK SAVINGS PLAN |
Dated: June 23, 2005 |
By: /s/ Gilbert G. Lundstrom |
|
Gilbert G. Lundstrom, on behalf of TierOne |
|
Bank as the Plan Administrator |
EXHIBIT INDEX
TIERONE
BANK SAVINGS PLAN
FORM 11-K
FOR THE FISCAL YEAR
ENDED DECEMBER 31, 2004