UNITED STATES
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, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
Commission file number: 001-15166
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
All * AmerUs Savings and Retirement Plan
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
AmerUs Group Co.
699 Walnut Street
Des Moines, IA 50309-3948
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
All * AmerUs Savings and Retirement Plan
Years Ended December 31, 2004 and 2003
All * AmerUs Savings and Retirement Plan
Financial Statements and Supplemental Schedule
Years Ended December 31, 2004 and 2003
CONTENTS
Report of Independent Registered Public Accounting Firm..................... 1
Audited Financial Statements
Statements of Net Assets Available for Benefits............................. 2
Statements of Changes in Net Assets Available for Benefits.................. 3
Notes to Financial Statements............................................... 4
Supplemental Schedule
Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year)............ 12
Report of Independent Registered Public Accounting Firm
The Board of Trustees
All * AmerUs Savings and Retirement Plan
We have audited the accompanying statements of net assets available for benefits
of All * AmerUs Savings and Retirement Plan as of December 31, 2004 and 2003,
and the related statements of changes in net assets available for benefits for
the years then ended. 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 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. We were not engaged to perform an
audit of the Plan's internal control over financial reporting. Our audits
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the Plan's
internal control over financial reporting. Accordingly, we express no such
opinion. An audit also includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
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 at
December 31, 2004 and 2003, and the changes in its net assets available for
benefits for the years then ended, in conformity with U.S. generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
(held at end of year) as of December 31, 2004, is presented for purposes of
additional analysis and is not a required part of the 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 our audits of the financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.
/s/ Ernst & Young LLP
Des Moines, Iowa
May 2, 2005
1
All * AmerUs Savings and Retirement Plan
Statements of Net Assets Available for Benefits
DECEMBER 31
2004 2003
------------ ------------
ASSETS
Investments $119,456,165 $106,737,373
Employer contributions receivable 2,816,210 3,261,690
------------ ------------
Net assets available for benefits $122,272,375 $109,999,063
============ ============
See accompanying notes.
2
All * AmerUs Savings and Retirement Plan
Statements of Changes in Net Assets Available for Benefits
YEAR ENDED DECEMBER 31
2004 2003
-------------- ---------------
Additions:
Investment income:
Interest and dividends $ 4,107,497 $ 2,716,906
Net unrealized and realized gains on investments 9,588,788 15,328,428
-------------- --------------
13,696,285 18,045,334
Contributions:
Employer 5,842,127 6,339,869
Employees 4,398,265 4,529,375
-------------- --------------
10,240,392 10,869,244
Transfer of net assets from other plans 1,143,570 789,280
Transfer of net assets resulting from plan merger - 1,642,972
-------------- --------------
Total additions 25,080,247 31,346,830
Deductions:
Benefits paid to participants (12,806,935) (7,497,958)
-------------- --------------
Net additions 12,273,312 23,848,872
Net assets available for benefits at beginning of year 109,999,063 86,150,191
-------------- --------------
Net assets available for benefits at end of year $ 122,272,375 $ 109,999,063
============== ==============
See accompanying notes.
3
All * AmerUs Savings and Retirement Plan
Notes to Financial Statements
December 31, 2004
1. DESCRIPTION OF PLAN
The following description of the All * AmerUs Savings and Retirement Plan (the
Plan) provides only general information. Participants should refer to the plan
agreement for a more complete description of the Plan's provisions.
GENERAL
The Plan is a contributory defined contribution plan covering all employees of
AmerUs Group Co., (the Company or AmerUs). The Plan is subject to the provisions
of the Employee Retirement Income Security Act of 1974 (ERISA).
Effective April 1, 2003, the CMIC 401(k) Profit Sharing Plan of Creative
Marketing International Corporation merged into the Plan. Creative Marketing
International Corporation is wholly owned by AmerUs Annuity Group, which is
wholly owned by AmerUs Group Co.
ELIGIBILITY
Employees are eligible to participate the first of the month coinciding with, or
next following, their hire date. Full-time employees and part-time employees who
are scheduled to work fewer than 20 hours per week are eligible if the employee
has earned 1,000 hours of service during (a) the one-year period which commences
on the employee's date of employment, or (b) any Plan year subsequent to the
employee's date of employment.
CONTRIBUTIONS
Participants may contribute up to 50% of annual base salary, overtime pay,
short-term disability plan payments, and bonuses (W-2 compensation), but
excluding sign-on bonuses, long-term incentives, moving expenses, severance
payments, flexible benefit credits taken in cash, car allowances, fitness
reimbursements, holiday bonuses and exam awards. In addition, participants may
contribute flexible benefit credits to the Plan as pretax contributions.
Contributions of flexible benefit credits shall be made at the time and in the
manner specified in the flexible benefit plan. The amount contributed per year
shall not exceed $13,000 in 2004 and $12,000 in 2003. The annual contribution to
all retirement benefit plans shall not exceed the lesser of $41,000 or 100% of
the participant's compensation in 2004, subject to certain limitations.
4
All * AmerUs Savings and Retirement Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF PLAN (CONTINUED)
Any individual who becomes an eligible employee for the first time (or again
becomes an eligible employee after a period of ineligibility) and does not make
any election of before-tax contributions, will default to a 2% of compensation
contribution election to the Plan.
The Company contributes 125% of the participant's contribution up to the first
4% of pay contributed, which is called the "company match." The Company also
contributes 4% of compensation as of the end of the Plan year, which is called a
"core contribution." The Company's "core contribution" is made as a combination
of cash and Company stock, with the cash portion being contributed to the Money
Purchase Pension component of the Plan and the stock portion being contributed
to the Employee Stock Ownership (ESOP) component of the Plan. An eligible
employee previously participating under a Company defined benefit plan may also
be eligible for an annual company-provided interim benefit supplement
contribution. Each business unit within the Company could elect a "profit
sharing contribution" to be allocated among participants employed by the
business unit.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contribution, the
Company's contribution, and an allocation of Plan net earnings. Allocations of
net earnings are based on account balances, as defined. Forfeited balances of
terminated participants' non-vested accounts are used to reduce future Company
contributions. The benefit to which a participant is entitled is the vested
benefit that could be provided from the participant's account.
VESTING
A participant's interest in pre-tax employee contributions and rollover
contributions is fully vested and nonforfeitable at all times. After one year of
service, all participants (excluding CMIC participants) are fully vested in the
portion of the participant's account attributable to employer matching
contributions. CMIC participants previously covered under the CMIC Plan shall
retain their vested interest in their employer matching and discretionary profit
sharing contributions, per the terms of the CMIC Plan in effect immediately
prior to April 1, 2003. CMIC participants employed after April 1, 2003 will vest
in employee matching contributions according to a five year graded schedule.
After five years of service, the participant is fully vested in the core
contribution, profit sharing contributions, and any interim benefit supplement.
5
All * AmerUs Savings and Retirement Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF PLAN (CONTINUED)
PAYMENT OF BENEFITS
On termination of service, a participant may elect to receive a lump-sum amount
equal to the value of the participant's account; regular installments paid
monthly, quarterly, or annually over a period designated or dollar amount
specified by the participant, not to exceed the participant's life expectancy; a
joint and 50% survivor annuity for the lives of the participant and spouse,
which is purchased from a life insurance company with the proceeds from the
participant's account; or a participant may elect to rollover the value of the
account into another company's plan or into an established individual retirement
account.
INVESTMENT OPTIONS
Participants may direct contributions in 1% increments among 15 core investment
options, including 9 mutual funds offered by American Century Services
Corporation, four external mutual funds, JP Morgan Invest Self-Directed Fund and
common stock of AmerUs. Participants are limited to 50% of their vested account
balance (minimum of $1,000) in the JP Morgan Invest Self-Directed Fund or common
stock of AmerUs.
Ultra Investors Fund - funds invested in stocks of larger companies with a
long-term capital growth potential.
Vista Investors Fund - funds invested primarily in stocks of small to
medium-sized companies with long-term capital growth potential. This fund was
frozen and made unavailable for new contributions effective January 1, 1999.
International Growth Fund - funds invested in companies of all sizes located in
foreign countries.
6
All * AmerUs Savings and Retirement Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF PLAN (CONTINUED)
Value Fund - funds invested primarily in equity securities of well-established
companies that are believed to be undervalued at time of purchase.
Strategic Allocation: Aggressive Fund - funds invested in a diversified
portfolio of stocks, bonds, and money market securities. The fund's targeted mix
of assets is 75% stocks, 20% bonds, and 5% money market securities.
Strategic Allocation: Moderate Fund - funds invested in a diversified portfolio
of stocks, bonds, and money market securities. The fund's targeted mix of assets
is 60% stocks, 30% bonds, and 10% money market securities.
Strategic Allocation: Conservative Fund - funds invested in a diversified
portfolio of stocks, bonds, and money market securities. The fund's targeted mix
of assets is 40% stocks, 45% bonds, and 15% money market securities.
Stable Asset Fund - funds invested exclusively in a diversified pool of high
quality fixed income securities.
Income & Growth Fund - funds invested in large U.S. companies whose stocks
appear undervalued.
J.P. Morgan U.S. Small Company Opportunities Fund - funds invested primarily in
the common stocks of small U.S. companies whose market capitalization are
greater than $150 million and less than $1.25 billion when purchased. The Plan
exited this fund during 2004.
Diversified Bond Fund - funds invested in high and medium grade, nonmoney market
debt securities. They are payable in U.S. or foreign currencies, including
corporate bonds and notes, government securities, and securities backed by
mortgages or other assets.
Real Estate Fund - funds invested exclusively in stocks of companies in the real
estate sector.
Barclays Global Investors S&P 500 Stock Fund - funds invested in stocks of
larger companies with market capitalization of $10 billion or more providing a
blend of long-term growth potential and securities believed to be undervalued at
time of purchase.
7
All * AmerUs Savings and Retirement Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF PLAN (CONTINUED)
Royce Low-Priced Stock Fund - funds invested primarily in small companies that
are believed to be undervalued at time of purchase.
Buffalo Small Cap Fund - funds invested primarily in stocks and other equities
of smaller companies.
Harbor International Fund - funds invested primarily in stocks of foreign
companies including those located in emerging market countries.
Common Stock of AmerUs - funds invested in common stock of AmerUs. For reporting
purposes, AmerUs stock represents both common stock held under the AmerUs stock
core investment fund and stock held under the ESOP component of the Plan.
JP Morgan Invest Self-Directed Account - funds allow the individual participant
to purchase the mutual funds, stocks, and bonds offered through JP Morgan.
PARTICIPANT LOANS
Participants may borrow from their fund accounts. Maximum allowable borrowings
are 50% of the participant's vested account balance, not to exceed $50,000. The
minimum borrowing is $1,000. The loans bear interest at a rate equal to the
prime rate published in the Wall Street Journal on the first business day of the
month in which the loan was made.
PLAN TERMINATION
Although it has not expressed any intent to do so, the Company 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.
ADMINISTRATIVE EXPENSES
The Company pays all expenses of the Plan, with the exception of loan
origination fees, which are charged directly to the participant's account.
8
All * AmerUs Savings and Retirement Plan
Notes to Financial Statements (continued)
2. SIGNIFICANT ACCOUNTING POLICIES
INVESTMENT VALUATION AND INCOME RECOGNITION
Investments in mutual funds and common stock of AmerUs are reported at fair
value, based upon the latest quoted market price. Participant loans are valued
at their unpaid principal balance, representing estimated fair value.
The marketable securities in the JP Morgan Invest Self-Directed Account, which
include common stocks, mutual funds, bonds and a money market fund, are reported
at fair value.
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.
USE OF ESTIMATES
The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
PLAN AMENDMENTS
The Company has amended the Plan to maintain their favorable determination
letter status from the IRS and to follow the provisions required by the GUST.
These amendments do not have a material effect on net assets individually or in
aggregate. The four amendments change the following: 1) It provides participants
with an election to have allocated dividends with respect to vested ESOP shares
and the Company stock fund shares paid to the participant or retained in the
participant's account and add provisions relating to the allocation of dividends
on non-vested shares, 2) The definition of Eligible Nonelective Contribution
Employee is amended to include individuals who terminated employment on or after
October 1, 2002, through December 31, 2006, due to the indefinite closure of an
office location or elimination of the individual's position provided that the
individual does not terminate employment prior to the date established by the
employer, 3) Any participant whose position was eliminated beginning September
1, 2001 shall have a fully vested interest in their account balance upon their
termination of employment provided this provision will not apply if the employee
terminates employment prior to the termination date established by AmerUs, and
4) The Plan is amended to provide that a plan loan of a participant who is
terminated by reason
9
All * AmerUs Savings and Retirement Plan
Notes to Financial Statements (continued)
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
of an office closure or the elimination of the participant's position will not
be accelerated as long as at least quarterly repayments are made, provided that
the participant does not terminate employment prior to the date established by
the employer.
3. INVESTMENTS
Participants have no investment direction authority over that portion the AmerUs
common stock related to the non-vested ESOP Company core contributions. A
summary of the significant components of the changes in the ESOP portion of the
AmerUs common stock is as follows:
YEAR ENDED DECEMBER 31
2004 2003
------------ -------------
AmerUs Group Co. common stock, beginning of year $10,073,935 $ 8,329,883
Dividend income 108,901 114,386
Net unrealized and realized gains on investments 2,882,633 1,931,790
Employer contributions 1,569,152 1,385,968
Benefits paid to participants (1,740,688) (1,637,941)
Net transfers to other investments (522,245) (50,151)
----------- ------------
AmerUs Group Co. common stock, end of year $12,371,688 $ 10,073,935
=========== ============
The fair values of individual investments that represent 5% or more of the
Plan's net assets are as follows:
DECEMBER 31
2004 2003
----------- -----------
American Century Funds:
Ultra Investors Fund $13,637,138 $12,344,034
International Growth Fund 6,669,703 5,868,553
Value Fund 12,331,474 11,612,023
Stable Asset Fund 20,082,889 21,370,523
Income & Growth Fund 16,705,994 14,687,247
Common stock of AmerUs Group Co. 18,345,603 14,436,914
10
All * AmerUs Savings and Retirement Plan
Notes to Financial Statements (continued)
3. INVESTMENTS (CONTINUED)
During the years ended December 31, 2004 and 2003, the Plan's investments
(including gains and losses on investments bought and sold, as well as held
during the year) appreciated in fair value as follows:
DECEMBER 31
2004 2003
---------- -----------
Mutual funds $5,374,336 $12,551,235
Common stock 4,214,452 2,777,193
---------- -----------
$9,588,788 $15,328,428
========== ===========
4. RISKS AND UNCERTAINTIES
The Plan invests in various investment securities. Investment securities are
exposed to various risks such as interest rate, market, and credit risks. Due to
the level of risk associated with certain investment securities, it is at least
reasonably possible that changes in the values of investment securities will
occur in the near term and that such changes could materially affect the amounts
reported in the statements of net assets available for benefits.
5. INCOME TAX STATUS
The Plan has received a determination letter from the Internal Revenue Service
dated July 24, 2003, stating that the Plan is qualified under Section 401(a) of
the Internal Revenue Code (the Code) and, therefore, the related trust is exempt
from taxation. Subsequent to this issuance of the determination letter, the Plan
was amended. Once qualified, the Plan is required to operate in conformity with
the Code to maintain its qualification. The plan administrator believes the Plan
is being operated in compliance with the applicable requirements of the Code
and, therefore, believes that the Plan, as amended, is qualified and the related
trust is tax exempt. The plan sponsor has indicated that it will take the
necessary steps, if any, to maintain the Plan's qualified status.
11
Supplemental Schedule
All * AmerUs Savings and Retirement Plan
EIN - 42-1458424
Plan 102
Schedule H, Line 4(i) - Schedule of Assets
(Held at End of Year)
December 31, 2004
DESCRIPTION OF INVESTMENT,
IDENTITY OF ISSUE, BORROWER, INCLUDING MATURITY DATE, RATE CURRENT
LESSOR OR SIMILAR PARTY OF INTEREST, PAR OR MATURITY VALUE COST VALUE
------------------------------------------------- ---------------------------------- ---------- -----------
PARTICIPANT DIRECTED:
American Century Funds*:
Ultra Investors Fund 462,276 shares $ 13,637,138
Vista Investors Fund 69,740 shares 1,012,627
International Growth Fund 736,170 shares 6,669,703
Value Fund 1,668,670 shares 12,331,474
Strategic Allocation: Aggressive Fund 592,543 shares 4,568,506
Strategic Allocation: Moderate Fund 674,331 shares 4,565,219
Strategic Allocation: Conservative Fund 270,945 shares 1,514,582
Stable Asset Fund 20,082,889 shares 20,082,889
Income & Growth Fund 544,701 shares 16,705,994
Diversified Bond Fund 402,864 shares 4,117,273
Real Estate Fund 53,681 shares 1,328,602
Barclays Global Investors S&P 500 Stock Fund 25,940 shares 3,785,925
Royce Fund Low-Priced Stock 192,377 shares 2,949,135
Harbor International Fund 3,400 shares 144,579
Buffalo Small Cap Fund 51,976 shares 1,437,146
Common Stock:
AmerUs Group Co.* - Core Investment Fund 131,875 shares 5,973,915
JP Morgan Invest Self-Directed Account 3,199,491
Participant loans receivable Loans to participants, 4.0% to 3,060,279
10.0% due through 2018
NONPARTICIPANT DIRECTED:
Common stock:
AmerUs Group Co.* - ESOP 272,688 shares $6,871,032 12,371,688
========== ------------
Total investments $119,456,165
============
*Indicates party in interest to the Plan.
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 hereto
duly authorized.
All * AmerUs Savings and Retirement Plan
----------------------------------------
(Name of Plan)
Date: June 28, 2005 By /s/ Laurie L. Roepsch
----------------------------------------
Laurie L. Roepsch
Director of Benefits