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, 2003
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, 2003 and 2002
All * AmerUs Savings and Retirement Plan
Financial Statements and Supplemental Schedule
Years Ended December 31, 2003 and 2002
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
[ERNST & YOUNG LOGO] - ERNST & YOUNG LLP - Phone: (515)243-2727
801 GRAND AVENUE www.ey.com
SUITE 3400
DES MOINES, IA 50309
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, 2003 and 2002,
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 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 at
December 31, 2003 and 2002, 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 made 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, 2003, is presented for the 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. This supplemental schedule has been subjected to the auditing
procedures applied in our audit 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 27, 2004
1
All * AmerUs Savings and Retirement Plan
Statements of Net Assets Available for Benefits
DECEMBER 31
2003 2002
------------ ------------
ASSETS
Investments $106,737,373 $ 83,215,723
Employer contributions receivable 3,261,690 2,934,468
------------ ------------
Net assets available for benefits $109,999,063 $ 86,150,191
============ ============
See accompanying notes.
2
All * AmerUs Savings and Retirement Plan
Statements of Changes in Net Assets Available for Benefits
YEAR ENDED DECEMBER 31
2003 2002
------------- -------------
Additions:
Investment income (loss):
Interest and dividends $ 2,716,906 $ 1,605,980
Net unrealized and realized gains (losses) on
investments 15,328,428 (12,640,582)
------------- -------------
18,045,334 (11,034,602)
Contributions:
Employer 6,339,869 8,326,734
Employees 4,529,375 4,321,670
------------- -------------
10,869,244 12,648,404
Transfer of net assets from other plans 789,280 388,957
Transfer of net assets resulting from plan merger 1,642,972 -
------------- -------------
Total additions 31,346,830 2,002,759
Deductions:
Benefits paid to participants (7,497,958) (8,760,900)
------------- -------------
Net additions (deductions) 23,848,872 (6,758,141)
Net assets available for benefits at beginning of year 86,150,191 92,908,332
------------- -------------
Net assets available for benefits at end of year $ 109,999,063 $ 86,150,191
============= =============
See accompanying notes.
3
All * AmerUs Savings and Retirement Plan
Notes to Financial Statements (continued)
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 his 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, 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
$12,000 in 2003 and $11,000 in 2002. The annual contribution to all retirement
benefit plans shall not exceed the lesser of $40,000 or 100% of the
participant's compensation, 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. 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, the participant is fully vested in the portion of the participant's
account attributable to employer matching contributions. After five years of
service, the participant is fully vested in the core contribution, profit
sharing contributions, and any interim benefit supplement.
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
5
All * AmerUs Savings and Retirement Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF PLAN (CONTINUED)
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 16 core investment
options, including 14 mutual funds offered by American Century Services
Corporation, investments through American Century Personal Choice Retirement
Account (PCRA) or common stock of AmerUs. Participants are limited to 50% of
their vested account balance (minimum of $1,000) in the American Century
Personal Choice Retirement Account 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.
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.
6
All * AmerUs Savings and Retirement Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF PLAN (CONTINUED)
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.
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.
Royce Low-Priced Stock Fund - funds invested primarily in small companies that
are believed to be undervalued at time of purchase.
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.
Charles Schwab & Co. Inc. (Schwab) Personal Choice Retirement Account - funds
allow the individual participant to purchase the mutual funds, stocks, and bonds
offered through Schwab.
7
All * AmerUs Savings and Retirement Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF PLAN (CONTINUED)
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 rates established by the
AmerUs Benefit and Pension Committee. Interest rates ranged from 4.0% to 10.0%
at December 31, 2003 and from 4.25% to 9.5% at December 31, 2002.
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.
2. SIGNIFICANT ACCOUNTING POLICIES
INVESTMENT VALUATION AND INCOME RECOGNITION
Investments in mutual funds and common stock of AmerUs is 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 PCRA, 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.
8
All * AmerUs Savings and Retirement Plan
Notes to Financial Statements (continued)
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
USE OF ESTIMATES
The preparation of financial statements in conformity with U.S. generally
accepted accounting principles require 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
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 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 during the period from September 1, 2001 to December 31, 2003 shall
have a fully vested interest in their account balance upon their termination of
employment provided that during the period beginning January 1, 2003 and ending
December 31, 2003 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 of an office closure or the elimination of the participant's position
will not be accelerated, provided that the participant does not terminate
employment prior to the date established by the employer.
9
All * AmerUs Savings and Retirement Plan
Notes to Financial Statements (continued)
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
2003 2002
------------ ------------
AmerUs Group Co. common stock, beginning of year $ 8,329,883 $ 8,114,345
Dividend income 114,386 116,836
Net unrealized and realized gains (losses) on investments 1,931,790 (1,912,466)
Employer contributions 1,385,968 946,409
Benefits paid to participants (1,637,941) (1,400,326)
Net transfers (from) to other investments (50,151) 2,465,085
------------ ------------
AmerUs Group Co. common stock, end of year $ 10,073,935 $ 8,329,883
============ ============
The fair values of individual investments that represent 5% or more of the
Plan's net assets are as follows:
DECEMBER 31
2003 2002
----------- -----------
American Century Funds:
Ultra Investors Fund $12,344,034 $ 8,994,498
International Growth Fund 5,868,553 4,479,373
Value Fund 11,612,023 8,908,075
Stable Asset Fund 21,370,523 20,394,276
Income & Growth Fund 14,687,247 10,628,945
Common stock of AmerUs Group Co. 14,436,914 11,182,327
10
All * AmerUs Savings and Retirement Plan
Notes to Financial Statements (continued)
3. INVESTMENTS (CONTINUED)
During the years ended December 31, 2003 and 2002, the Plan's investments
(including gains and losses on investments bought and sold, as well as held
during the year) appreciated (depreciated) in fair value as follows:
DECEMBER 31
2003 2002
------------ ------------
Mutual funds $ 12,551,235 $(10,000,396)
Common stock 2,777,193 (2,640,186)
------------ ------------
$ 15,328,428 $(12,640,582)
============ ============
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, 2003
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 463,191 shares $ 12,344,034
Vista Investors Fund 82,353 shares 1,032,704
International Growth Fund 739,112 shares 5,868,553
Value Fund 1,548,270 shares 11,612,023
Strategic Allocation: Aggressive
Fund 559,885 shares 3,902,400
Strategic Allocation: Moderate Fund 741,864 shares 4,710,837
Strategic Allocation: Conservative
Fund 201,967 shares 1,106,778
Stable Asset Fund 21,370,523 shares 21,370,523
Income & Growth Fund 530,226 shares 14,687,247
J.P. Morgan U.S. Small Company
Opportunities Fund 135,362 shares 1,220,963
Diversified Bond Fund 384,710 shares 3,977,903
Real Estate Fund 32,956 shares 685,479
Barclays Global Investors S&P 500
Stock Fund 17,649 shares 2,378,079
Royce Fund Low-Priced Stock 123,801 shares 1,730,741
------------
86,628,264
Common Stock:
AmerUs Group Co.* - Core
Investment Fund 124,197 shares 4,362,979
Personal Choice Retirement Account 2,879,564
Participant loans receivable Loans to participants, 4.0% to 10.0%
due through 2018 2,792,631
NONPARTICIPANT DIRECTED:
Common stock:
AmerUs Group Co.* - ESOP 287,515 shares $ 7,030,341 10,073,935
============ ------------
Total investments $106,737,373
============
*Indicates party in interest to the Plan.
12
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, 2004 By /s/ Douglas K. Owens
--------------------------------------------
Douglas K. Owens
Vice President - Compensation & Benefits