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, 2005 |
| { } |
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 Corporation1235
“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
Financial Statements
and Supplemental Schedule
December 31, 2005
and 2004
(With Report of
Independent Registered Public Accounting Firm Thereon)
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, 2005 and 2004 |
2 |
Statements of Changes in Net Assets Available for Benefits for the Three-Year Period Ended |
| December 31, 2005 |
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 Savings Plan:
We have audited the accompanying
statements of net assets available for benefits of the TierOne Bank Savings Plan
(the Plan) as of December 31, 2005 and 2004, and the related statements of
changes in net assets available for benefits for the three-year period 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 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 net assets available for benefits for the three-year period 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 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
June 15, 2006
TIERONE BANK SAVINGS
PLAN
Statements of Net
Assets Available for Benefits
December 31, 2005 and
2004
|
2005
|
2004
|
| Assets: |
|
|
| |
|
| |
|
| Investments: | | |
| |
|
| |
|
| At fair value: | | |
| |
|
| |
|
| American Century Income & Growth Account | | |
$ | -- |
|
| 1,995,781 |
|
| American Century Small Cap Value Account | | |
| -- |
|
| 1,204,121 |
|
| American Century Large Cap Value II Account | | |
| 1,292,274 |
|
| -- |
|
| Mason Street Aggressive Growth Account | | |
| 340,671 |
|
| 489,168 |
|
| Principal Diversified International Account | | |
| 3,280,119 |
|
| 3,393,882 |
|
| Principal International Small Company Account | | |
| 811,830 |
|
| 835,761 |
|
| Principal Large Cap Stock Index Account | | |
| 2,755,494 |
|
| 3,405,911 |
|
| Principal Money Market Account | | |
| 1,954,677 |
|
| 5,328,517 |
|
| Principal U.S. Property Account | | |
| 3,187,887 |
|
| 3,234,589 |
|
| Principal Bond and Mortgage Account | | |
| 2,962,668 |
|
| 3,580,316 |
|
| Principal Bond Emphasis Balanced Account | | |
| 367,533 |
|
| 355,346 |
|
| Principal Stock Emphasis Balanced Account | | |
| 370,548 |
|
| 352,598 |
|
| Principal Partners Small Cap Value II Account | | |
| 1,175,654 |
|
| -- |
|
| Principal Partners Large Cap Blend Account | | |
| 2,013,136 |
|
| 2,940,658 |
|
| Principal Partners Large Cap Blend I Account | | |
| 2,612,877 |
|
| 2,672,885 |
|
| Principal Partners Large Cap Growth II Account | | |
| 370,397 |
|
| 430,088 |
|
| Principal Partners Large Cap Growth Account | | |
| 765,030 |
|
| 1,206,873 |
|
| Principal Partners Mid Cap Growth I Account | | |
| 847,594 |
|
| 819,520 |
|
| Principal Mid Cap Stock Index Account | | |
| 1,336,333 |
|
| 1,060,340 |
|
| Principal International Emerging Markets Account | | |
| 1,206,332 |
|
| 673,931 |
|
| Principal Total Market Stock Index Account | | |
| 496,833 |
|
| 601,972 |
|
| TierOne Corporation Common Stock | | |
| 10,924,422 |
|
| 9,427,268 |
|
| Principal Guaranteed Interest Account | | |
| 2,330,446 |
|
| 2,255,405 |
|
|
| |
| |
| Net assets available for benefits | | |
$ | 41,402,755 |
|
| 46,264,930 |
|
|
| |
| |
| See accompanying notes to financial statements | | |
2
TIERONE BANK SAVINGS
PLAN
Statements of Changes
in Net Assets Available for Benefits
Years ended December
31, 2005, 2004, and 2003
|
2005
|
2004
|
2003
|
| Additions to net assets attributed to: |
|
|
| |
|
| |
|
| |
|
| Net appreciation in fair | | |
| |
|
| |
|
| |
|
| value of investments | | |
$ | 4,269,111 |
|
| 3,146,050 |
|
| 5,893,738 |
|
| Dividends | | |
| 62,919 |
|
| 74,077 |
|
| -- |
|
|
| |
| |
| |
| | | |
| 4,332,030 |
|
| 3,220,127 |
|
| 5,893,738 |
|
|
| |
| |
| |
| Contributions: | | |
| |
|
| |
|
| |
|
| Employer | | |
| 629,956 |
|
| 522,320 |
|
| 526,578 |
|
| Participant | | |
| 1,891,437 |
|
| 1,570,136 |
|
| 1,293,743 |
|
| Rollover | | |
| 357,055 |
|
| 102,425 |
|
| 249,547 |
|
|
| |
| |
| |
| Total contributions | | |
| 2,878,448 |
|
| 2,194,881 |
|
| 2,069,868 |
|
|
| |
| |
| |
| Total additions | | |
| 7,210,478 |
|
| 5,415,008 |
|
| 7,963,606 |
|
|
| |
| |
| |
| Deductions from net assets attributed to: | | |
| |
|
| |
|
| |
|
| Benefits paid to participants | | |
| 12,065,594 |
|
| 3,724,013 |
|
| 1,122,063 |
|
| Administrative expenses | | |
| 7,059 |
|
| 2,935 |
|
| 2,113 |
|
|
| |
| |
| |
| Total deductions | | |
| 12,072,653 |
|
| 3,726,948 |
|
| 1,124,176 |
|
|
| |
| |
| |
| Other changes: | | |
| |
|
| |
|
| |
|
| Assets transferred in due to plan mergers | | |
| -- |
|
| 17,593,580 |
|
| -- |
|
|
| |
| |
| |
| Net increase (decrease) | | |
| (4,862,175 |
) |
| 19,281,640 |
|
| 6,839,430 |
|
| Net assets available for benefits: | | |
| |
|
| |
|
| |
|
| Beginning of year | | |
| 46,264,930 |
|
| 26,983,290 |
|
| 20,143,860 |
|
|
| |
| |
| |
| End of year | | |
$ | 41,402,755 |
|
| 46,264,930 |
|
| 26,983,290 |
|
|
| |
| |
| |
See accompanying notes to financial
statements.
3
TIERONE BANK SAVINGS
PLAN
Notes to Financial
Statements
December 31, 2005,
2004, and 2003
| |
The
following description of the TierOne Bank (the Bank) Savings Plan (the 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. |
| |
Employees
that complete six months of service become 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. Participants who have attained
age 50 before the end of the Plan year are eligible to make catch-up contributions.
Participants may also contribute amounts representing distributions from other qualified
defined contribution plans. 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 and charged with an
allocation of administrative expenses. 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 the participant’s
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. |
TIERONE BANK SAVINGS
PLAN
Notes to Financial
Statements
December 31, 2005,
2004, and 2003
| |
For
the years ended December 31, 2005, 2004, and 2003, forfeitures in nonvested accounts
totaling $13,171, $2,372, and $11,031, 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) |
Investment
Valuation and Income Recognition |
| |
The
Plan’s investments are stated at fair value. 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 generally accepted accounting
principles requires management to make estimates and assumptions that affect the reported
amounts of assets and 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 invests in various investment securities. Investment securities are exposed to
various risks, such as interest rates, market, and credit risks. 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. |
| |
(f) |
Concentrations
of Investments |
| |
Included
in the Plan’s net assets available for benefits at December 31, 2005 and 2004
are investments in TierOne Corporation common stock amounting to $10.9 million and
$9.4 million, respectively, whose value could be subject to change based on market
conditions. |
TIERONE BANK SAVINGS
PLAN
Notes to Financial
Statements
December 31, 2005,
2004, and 2003
| |
During
2005, 2004, and 2003, net appreciation (depreciation) in fair value of investments was as
follows: |
|
2005
|
2004
|
2003
|
| American Century Income & Growth Account |
|
|
$ | (76,320 |
) |
| 116,656 |
|
| 106,880 |
|
| American Century Select Account | | |
| -- |
|
| 182,501 |
|
| 15,440 |
|
| American Century Small Cap Value Account | | |
| (70,046 |
) |
| 390 |
|
| 178,014 |
|
| American Century Large Cap Value II Account | | |
| 98,547 |
|
| -- |
|
| -- |
|
| Janus Advisor Aggressive Growth Account | | |
| -- |
|
| 74,655 |
|
| 100,906 |
|
| Mason Street Aggressive Growth Account | | |
| 11,589 |
|
| 26,124 |
|
| 4,948 |
|
| Principal Guaranteed Interest Account | | |
| (9,106 |
) |
| 78,708 |
|
| 94,788 |
|
| Principal Diversified International Account | | |
| 665,108 |
|
| 102,995 |
|
| 396,447 |
|
| Principal International Small Company Account | | |
| 196,524 |
|
| 427,736 |
|
| 32,759 |
|
| Principal Large Cap Stock Index Account | | |
| 110,721 |
|
| 262,817 |
|
| 493,448 |
|
| Principal Money Market Account | | |
| 63,582 |
|
| 21,736 |
|
| 7,335 |
|
| Principal U.S. Property Account | | |
| 490,443 |
|
| 242,212 |
|
| 104,698 |
|
| Principal Bond and Mortgage Account | | |
| 74,819 |
|
| 107,617 |
|
| 102,743 |
|
| Principal Bond Emphasis Balanced Account | | |
| 30,509 |
|
| 31,905 |
|
| 49,740 |
|
| Principal Stock Emphasis Balanced Account | | |
| 35,218 |
|
| 37,348 |
|
| 68,034 |
|
| Principal Partners Small Cap Value II Account | | |
| 166,349 |
|
| -- |
|
| -- |
|
| Principal Partners Large Cap Blend Account | | |
| 87,967 |
|
| 299,055 |
|
| 68,794 |
|
| Principal Partners Large Cap Blend I Account | | |
| 163,143 |
|
| 186,387 |
|
| 588,461 |
|
| Principal Partners Large Cap Growth II Account | | |
| 11,669 |
|
| 23,230 |
|
| -- |
|
| Principal Partners Large Cap Growth Account | | |
| 23,816 |
|
| 58,556 |
|
| -- |
|
| Principal Mid Cap Growth I Account | | |
| 96,160 |
|
| -- |
|
| -- |
|
| Principal Mid Cap Stock Index Account | | |
| 132,882 |
|
| 125,305 |
|
| 157,057 |
|
| Principal International Emerging Markets Account | | |
| 259,696 |
|
| 84,750 |
|
| 94,837 |
|
| Principal Total Market Stock Index Account | | |
| 20,819 |
|
| 32,392 |
|
| 13,864 |
|
| Putnam Voyager Account | | |
| -- |
|
| (5,552 |
) |
| 73,604 |
|
| TierOne Corporation Common Stock | | |
| 1,685,022 |
|
| 628,527 |
|
| 3,140,941 |
|
|
| |
| |
| |
| | | |
$ | 4,269,111 |
|
| 3,146,050 |
|
| 5,893,738 |
|
|
| |
| |
| |
TIERONE BANK SAVINGS
PLAN
Notes to Financial
Statements
December 31, 2005,
2004, and 2003
| |
The
following table presents investments that represent 5% or more of the Plan’s net
assets: |
|
2005
|
2004
|
2003
|
| Principal Guaranteed Interest Account |
|
|
$ | 2,330,446 |
|
| * |
|
| 2,281,733 |
|
| Principal Diversified International Account | | |
| 3,280,119 |
|
| 3,393,882 |
|
| 1,512,240 |
|
| Principal Money Market Account | | |
| * |
|
| 5,328,517 |
|
| * |
|
| Principal Large Cap Stock Index Account | | |
| 2,755,494 |
|
| 3,405,911 |
|
| 2,395,837 |
|
| Principal U.S. Property Account | | |
| 3,187,887 |
|
| 3,234,589 |
|
| 1,432,811 |
|
| Principal Bond and Mortgage Account | | |
| 2,962,668 |
|
| 3,580,316 |
|
| 2,014,884 |
|
| Principal Partners Large Cap Blend Account | | |
| * |
|
| 2,940,658 |
|
| * |
|
| Principal Partners Large Cap Blend I Account | | |
| 2,612,877 |
|
| 2,672,885 |
|
| 2,617,111 |
|
| TierOne Corporation Common Stock | | |
| 10,924,422 |
|
| 9,427,268 |
|
| 8,943,533 |
|
* 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 fair value (which represents
contributions made under the contract plus earnings, less withdrawals and expenses) as it
is not fully benefit responsive. There are no reserves against contract value for credit
risk of the contract issuer or otherwise. The average yield and crediting interest rates
approximated 2.94%, 3.47%, and 4.04% for 2005, 2004, and 2003, 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 $7,059, $2,935, and $2,113 for the years ended
December 31, 2005, 2004, and 2003, 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 would become 100%
vested in their employer contributions. |
TIERONE BANK SAVINGS
PLAN
Notes to Financial
Statements
December 31, 2005,
2004, and 2003
| |
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, 2005
(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 Large Cap Value II Account |
Pooled separate account |
** |
$ 1,292,274 |
| * |
Mason Street Aggressive Growth Account |
Pooled separate account |
** |
340,671 |
| * |
Principal Diversified International Account |
Pooled separate account |
** |
3,280,119 |
| * |
Principal International Small Company Account |
Pooled separate account |
** |
811,830 |
| * |
Principal Large Cap Stock Index Account |
Pooled separate account |
** |
2,755,494 |
| * |
Principal Money Market Account |
Pooled separate account |
** |
1,954,677 |
| * |
Principal U.S. Property Account |
Pooled separate account |
** |
3,187,887 |
| * |
Principal Bond and Mortgage Account |
Pooled separate account |
** |
2,962,668 |
| * |
Principal Bond Emphasis Balanced Account |
Pooled separate account |
** |
367,533 |
| * |
Principal Stock Emphasis Balanced Account |
Pooled separate account |
** |
370,548 |
| * |
Principal Partners Small Cap Value II Account |
Pooled separate account |
** |
1,175,654 |
| * |
Principal Partners Large Cap Blend Account |
Pooled separate account |
** |
2,013,136 |
| * |
Principal Partners Large Cap Blend I Account |
Pooled separate account |
** |
2,612,877 |
| * |
Principal Partners Large Cap Growth II Account |
Pooled separate account |
** |
370,397 |
| * |
Principal Partners Large Cap Growth Account |
Pooled separate account |
** |
765,030 |
| * |
Principal Partners Mid Cap Growth I Account |
Pooled separate account |
** |
847,594 |
| * |
Principal Mid Cap Stock Index Account |
Pooled separate account |
** |
1,336,333 |
| * |
Principal International Emerging Markets Account |
Pooled separate account |
** |
1,206,332 |
| * |
Principal Total Market Stock Index Account |
Pooled separate account |
** |
496,833 |
| * |
Principal Guaranteed Interest Account |
GIC, maturities through 12/31/09 |
** |
2,330,446 |
| * |
TierOne Corporation Common Stock |
Corporate stock |
** |
10,924,422
|
| |
|
|
|
$ 41,402,755
|
| * |
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 28, 2006 |
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, 2005