UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2005


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ~~___________ to ___________~~___to ___

Commission File Number 001-15166

AMERUS GROUP CO.

(Exact name of Registrant as specified in its charter)


IOWA		42-1458424
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		~~(I.R.S. Employer~~ Identification No.)

699 Walnut Street
Des Moines, Iowa 50309-3948
(Address of principal executive offices)

Registrant’s telephone number, including area code (515) 362-3600

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesþ Noo

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yesþ Noo

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes o No

The number of shares outstanding of each of the Registrant’s classes of common stock on ~~July 28,~~November 3, 2005 was as follows:

Common Stock ~~38,865,667~~38,669,480 shares

Exhibit index — Page 41
42
Page 1 of 4344

SAFE HARBOR STATEMENT

This Quarterly Report on Form 10-Q, including the Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains statements which constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to trends in operations and financial results and the business and the products of the Registrant and its subsidiaries, which include words such as “anticipate”, “believe”, “plan”, “estimate”, “expect”, “intend”, and other similar expressions. Forward-looking statements are made based upon management’s current expectations and beliefs concerning future developments and their potential effects on the Company. Such forward-looking statements are not guarantees of future performance. Factors that may cause our actual results to differ materially from those contemplated by these forward-looking statements include, among others, the following possibilities: (a) general economic conditions and other factors, including prevailing interest rate levels and stock and bond market performance, which may affect our ability to sell our products, the market value of our investments and the lapse rate and profitability of policies; (b) our ability to achieve anticipated levels of operational efficiencies and cost-saving initiatives and to meet cash requirements based upon projected liquidity sources; (c) customer response to new products, distribution channels and marketing initiatives; (d) mortality, morbidity, and other factors which may affect the profitability of our insurance products; (e) our ability to develop and maintain effective risk management policies and procedures and to maintain adequate reserves for future policy benefits and claims; (f) changes in the federal income tax and other federal laws, regulations, and interpretations, including federal regulatory measures that may significantly affect the insurance business including limitations on antitrust immunity, the applicability of securities laws to insurance products, minimum solvency requirements, and changes to the tax advantages offered by life insurance and annuity products or programs with which they are used; (g) increasing competition in the sale of insurance and annuities and the recruitment of sales representatives; (h) regulatory changes, interpretations, initiatives or pronouncements, including those relating to the regulation of insurance companies and the regulation and sale of their products and the programs in which they are used; (i) our ratings and those of our subsidiaries by independent rating organizations which we believe are particularly important to the sale of our products; (j) the performance of our investment portfolios; (k) the impact of changes in standards of accounting; (l) our ability to integrate the business and operations of acquired entities; (m) expected protection products and accumulation products margins; (n) the impact of anticipated investment transactions; and (o) litigation or regulatory investigations or examinations.

There can be no assurance that other factors not currently anticipated by us will not materially and adversely affect our results of operations. You are cautioned not to place undue reliance on any forward-looking statements made by us or on our behalf. Forward-looking statements speak only as of the date the statement was made. We undertake no obligation to update or revise any forward-looking statement.


~~PART I — FINANCIAL INFORMATION~~

PART I — FINANCIAL INFORMATION


~~Item 1. Financial Statements~~

Item 1. Financial Statements

AMERUS GROUP CO.

CONSOLIDATED BALANCE SHEETS

($ in thousands)


	June 30,		December 31,		September 30,		December 31,
	2005		2004		2005		2004
	(unaudited)				(unaudited)
Assets
Investments:
Securities available-for-sale at fair value:
Fixed maturity securities	$	16,481,895	$	15,646,653	$	16,639,269	$	15,646,653
Equity securities		76,006		77,024		77,658		77,024
Short-term investments		11,954		2,979		—		2,979
Securities held for trading purposes at fair value:
Fixed maturity securities		1,559,922		1,718,125		1,464,793		1,718,125
Equity securities		33		15,468		33		15,468
Mortgage loans		931,066		865,733		968,604		865,733
Policy loans		485,371		486,071		483,115		486,071
Other investments		346,616		374,240		323,975		374,240


Total investments		19,892,863		19,186,293		19,957,447		19,186,293

Cash and cash equivalents		650,045		478,441		588,810		478,441
Accrued investment income		225,608		222,294		234,754		222,294
Premiums, fees and other receivables		41,413		39,688		41,128		39,688
Income taxes receivable		30,296		—		16,201		—
Reinsurance receivables		684,299		666,493		683,439		666,493
Deferred policy acquisition costs		1,392,276		1,248,009		1,617,995		1,248,009
Deferred sales inducements		177,622		137,538		226,653		137,538
Value of business acquired		354,861		374,792		357,394		374,792
Goodwill		228,869		226,291		228,869		226,291
Property and equipment		45,393		46,114		44,448		46,114
Other assets		300,533		296,409		304,088		296,409
Separate account assets		224,294		248,507		225,911		248,507


Total assets	$	24,248,372	$	23,170,869	$	24,527,137	$	23,170,869

AMERUS GROUP CO.

CONSOLIDATED BALANCE SHEETS
($ in thousands)


	June 30,			December 31,			September 30,			December 31,
	2005			2004			2005			2004
	(unaudited)						(unaudited)
Liabilities and Stockholders’ Equity
Liabilities:
Policy reserves and policyowner funds:
Future life and annuity policy benefits	$	18,711,861		$	17,923,329		$	19,134,316		$	17,923,329
Policyowner funds		1,471,974			1,419,762			1,474,519			1,419,762

		20,183,835			19,343,091			20,608,835			19,343,091

Accrued expenses and other liabilities		1,008,665			837,514			999,399			837,514
Dividends payable to policyowners		364,695			322,037			296,237			322,037
Policy and contract claims		68,453			70,465			63,500			70,465
Income taxes payable		—			9,299			—			9,299
Deferred income taxes		134,279			145,332			78,847			145,332
Notes payable		546,637			571,155			556,509			571,155
Separate account liabilities		224,294			248,507			225,911			248,507


Total liabilities		22,530,858			21,547,400			22,829,238			21,547,400

Stockholders’ equity:
Preferred Stock, no par value, 20,000,000 shares authorized, none issued		—			—
Common Stock, no par value, 230,000,000 shares authorized; 44,569,825 shares issued and 39,091,588 shares outstanding in 2005; 44,225,902 shares issued and 39,400,663 shares outstanding in 2004		44,570			44,226
Additional paid-in capital		1,206,088			1,198,379
Preferred Stock, no par value, 20,000,000 shares authorized, 6,000,000 shares issued and outstanding in 2005								145,310			—
Common Stock, no par value, 230,000,000 shares authorized; 46,650,037 shares issued and 38,651,463 shares outstanding in 2005; 44,225,902 shares issued and 39,400,663 shares outstanding in 2004								46,650			44,226
Additional paid-in capital — common stock								1,229,181			1,198,379
Accumulated other comprehensive income		128,440			114,670			25,629			114,670
Unearned compensation		(2,389	)		(1,238	)		(2,089	)		(1,238	)
Retained earnings		528,966			431,911			567,585			431,911
Treasury stock, at cost (5,478,237 shares in 2005 and 4,825,239 shares in 2004)		(188,161	)		(164,479	)
Treasury stock, at cost (7,998,574 shares in 2005 and 4,825,239 shares in 2004)								(314,367	)		(164,479	)


Total stockholders’ equity		1,717,514			1,623,469			1,697,899			1,623,469


Total liabilities and stockholders’ equity	$	24,248,372		$	23,170,869		$	24,527,137		$	23,170,869

AMERUS GROUP CO.

CONSOLIDATED STATEMENTS OF INCOME

($ in thousands, except share data)


	For The Three Months Ended June 30,						For The Six Months Ended June 30,						For The Three Months Ended September 30,				For The Nine Months Ended September 30,
	2005		2004				2005			2004			2005		2004		2005			2004
						(unaudited)									(unaudited)
Revenues:
Insurance premiums	$	61,001	$	63,791			$	123,547		$	134,528		$	54,603	$	64,582	$	178,150		$	199,110
Product charges		54,638		54,284				113,671			103,846			64,939		61,455		178,610			165,301
Net investment income		277,040		251,311				545,751			508,186			278,641		261,988		824,392			770,174
Realized/unrealized capital gains (losses)		6,266		(44,550	)			(42,678	)		(44,635	)		23,362		2,513		(19,316	)		(42,122	)
Other income		11,229		12,204				23,785			23,906			11,487		11,458		35,272			35,364


		410,174		337,040				764,076			725,831			433,032		401,996		1,197,108			1,127,827


Benefits and expenses:
Policyowner benefits		244,203		168,350				413,786			406,779			211,211		225,572		624,997			632,351
Underwriting, acquisition and other expenses		38,419		38,843				79,027			71,543			40,854		39,918		119,881			111,461
Litigation following class certification, net														9,380		—		9,380			—
Amortization of deferred policy acquisition costs and value of business acquired		35,058		58,278				87,801			106,189			58,714		45,272		146,515			151,461
Dividends to policyowners		31,864		10,936				51,867			36,420			18,770		24,538		70,637			60,958


		349,544		276,407				632,481			620,931			338,929		335,300		971,410			956,231


Income from continuing operations		60,630		60,633				131,595			104,900			94,103		66,696		225,698			171,596

Interest expense		8,191		7,936				15,971			16,334			7,725		7,810		23,696			24,144
Early extinguishment of debt														19,082		—		19,082			—


Income before income tax expense		52,439		52,697				115,624			88,566			67,296		58,886		182,920			147,452

Income tax expense		16,872		3,921				18,569			10,050			28,677		16,024		47,246			26,074


Net income from continuing operations		35,567		48,776				97,055			78,516			38,619		42,862		135,674			121,378

Income from discontinued operations, net of tax		—		—				—			3,899			—		—		—			3,899


Net income before cumulative effect of change in accounting		35,567		48,776				97,055			82,415			38,619		42,862		135,674			125,277

Cumulative effect of change in accounting, net of tax		—		—				—			(510	)		—		—		—			(510	)


Net income	$	35,567	$	48,776			$	97,055		$	81,905			38,619		42,862		135,674			124,767

Dividends on preferred stock														—		—		—			—

Net income from continuing operations per common share:

Net income available to common stockholders													$	38,619	$	42,862	$	135,674		$	124,767


Net income from continuing operations available to common stockholders per common share:
Basic	$	0.91	$	1.24			$	2.46		$	2.00		$	1.00	$	1.09	$	3.47		$	3.09

Diluted	$	0.83	$	1.20			$	2.27		$	1.93		$	0.91	$	1.04	$	3.17		$	2.97


Net income per common share:
Net income available to common stockholders per common share:
Basic	$	0.91	$	1.24			$	2.46		$	2.08		$	1.00	$	1.09	$	3.47		$	3.17

Diluted	$	0.83	$	1.20			$	2.27		$	2.02		$	0.91	$	1.04	$	3.17		$	3.06


Weighted average common shares outstanding:
Basic		39,264,504		39,327,182				39,412,211			39,342,363			38,488,294		39,237,840		39,102,190			39,307,268

Diluted		42,751,912		40,760,364				42,845,240			40,619,242			42,525,870		41,053,772		42,743,043			40,844,713

AMERUS GROUP CO.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

($ in thousands)


	For The Three Months Ended June 30,							For The Six Months Ended June 30,						For The Three Months Ended September 30,						For The Nine Months Ended September 30,
	2005			2004				2005			2004			2005			2004			2005			2004
							(unaudited)										(unaudited)
Net income	$	35,567		$	48,776			$	97,055		$	81,905		$	38,619		$	42,862		$	135,674		$	124,767

Other comprehensive income (loss), before tax:
Unrealized gains (losses) on securities:
Unrealized holding gains (losses) arising during period		143,592			(197,725	)			20,050			(130,748	)		(159,768	)		145,117			(140,019	)		14,369
Reclassification adjustment for (gains) losses included in net income		860			(4,421	)			1,134			34,935			1,597			(5,415	)		3,032			29,519


Other comprehensive income (loss), before tax		144,452			(202,146	)			21,184			(95,813	)		(158,171	)		139,702			(136,987	)		43,888
Income tax (expense) benefit related to items of other comprehensive income		(50,558	)		70,751				(7,414	)		33,534			55,360			(48,896	)		47,946			(15,361	)

		93,894			(131,395	)			13,770			(62,279	)		(102,811	)		90,806			(89,041	)		28,527


Comprehensive income (loss)	$	129,461		$	(82,619	)		$	110,825		$	19,626		$	(64,192	)	$	133,668		$	46,633		$	153,294

AMERUS GROUP CO.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the ~~Six~~Nine Months Ended ~~June~~September 30, 2005 and the Year Ended December 31, 2004

($ in thousands)


					Accumulated																			Additional		Accumulated
			Additional		Other												Total							Paid-In		Other												Total
			Paid-In		Comprehensive			Unearned			Retained			Treasury			Stockholders’			Preferred				Capital		Comprehensive			Unearned			Retained			Treasury			Stockholders’
	Common Stock		Capital		Income			Compensation			Earnings			Stock			Equity			Stock		Common Stock		Common Stock		Income			Compensation			Earnings			Stock			Equity
Balance at December 31, 2003	$	43,836	$	1,184,237	$	84,519		$	(1,361	)	$	255,006		$	(156,426	)	$	1,409,811		$	—	$	43,836	$	1,184,237	$	84,519		$	(1,361	)	$	255,006		$	(156,426	)	$	1,409,811

2004:
Net income		—		—		—			—			192,642			—			192,642			—		—		—		—			—			192,642			—			192,642
Net unrealized gain on securities		—		—		33,959			—			—			—			33,959			—		—		—		33,959			—			—			—			33,959
Net unrealized gain on derivatives designated as cash flow hedges		—		—		420			—			—			—			420			—		—		—		420			—			—			—			420
Stock issued under various incentive plans, net of forfeitures		390		14,142		—			123			—			1,100			15,755			—		390		14,142		—			123			—			1,100			15,755
Purchase of treasury stock		—		—		—			—			—			(9,153	)		(9,153	)		—		—		—		—			—			—			(9,153	)		(9,153	)
Dividends declared on common stock		—		—		—			—			(15,737	)		—			(15,737	)		—		—		—		—			—			(15,737	)		—			(15,737	)
Minimum pension liability adjustment		—		—		(4,228	)		—			—			—			(4,228	)		—		—		—		(4,228	)		—			—			—			(4,228	)


Balance at December 31, 2004		44,226		1,198,379		114,670			(1,238	)		431,911			(164,479	)		1,623,469			—		44,226		1,198,379		114,670			(1,238	)		431,911			(164,479	)		1,623,469

2005 (unaudited):
Net income		—		—		—			—			97,055			—			97,055			—		—		—		—			—			135,674			—			135,674
Net unrealized gain on securities		—		—		13,896			—			—			—			13,896
Net unrealized loss on securities																					—		—		—		(88,629	)		—			—			—			(88,629	)
Net unrealized loss on derivatives designated as cash flow hedges		—		—		(126	)		—			—			—			(126	)		—		—		—		(412	)		—			—			—			(412	)
Issuance of preferred stock																					145,310		—		—		—			—			—			—			145,310
Conversion of OCEANs																					—		1,675		9,069		—			—			—			—			10,744
Stock issued under various incentive plans, net of forfeitures		344		7,709		—			(1,151	)		—			902			7,804			—		749		21,733		—			(851	)		—			840			22,471
Purchase of treasury stock		—		—		—			—			—			(24,584	)		(24,584	)		—		—		—		—			—			—			(150,728	)		(150,728	)


Balance at June 30, 2005	$	44,570	$	1,206,088	$	128,440		$	(2,389	)	$	528,966		$	(188,161	)	$	1,717,514
Balance at September 30, 2005																				$	145,310	$	46,650	$	1,229,181	$	25,629		$	(2,089	)	$	567,585		$	(314,367	)	$	1,697,899

AMERUS GROUP CO.

CONSOLIDATED STATEMENTS OF CASH FLOWS

($ in thousands)


	For The Six Months Ended June 30,						For The Nine Months Ended September 30,
	2005			2004			2005			2004
	(unaudited)						(unaudited)
Cash flows from operating activities
Net income	$	97,055		$	81,905		$	135,674		$	124,767
Adjustments to reconcile net income to net cash provided by operating activities:
Cumulative effect of change in accounting		—			510			—			510
Gain on sale of discontinued operations		—			(3,899	)		—			(3,899	)
Early extinguishment of debt								19,082			—
Product charges		(113,671	)		(103,846	)		(178,610	)		(165,301	)
Interest credited to policyowner account balances		251,539			233,800			387,072			356,201
Change in option value of indexed products and market value adjustments on total return strategy annuities		(12,589	)		(13,555	)		(19,403	)		(5,926	)
Realized/unrealized capital losses		42,678			44,635			19,316			42,122
DAC and VOBA amortization		87,801			106,189			146,515			151,461
DAC and VOBA capitalized		(242,496	)		(186,658	)		(369,807	)		(276,886	)
Change in:
Accrued investment income		(3,314	)		(2,039	)		(12,460	)		(12,340	)
Reinsurance receivables		(66,884	)		(84,928	)		(86,658	)		(71,970	)
Securities held for trading purposes:
Fixed maturities		127,774			209,725			227,204			325,145
Equity securities		15,413			(3,883	)		15,413			(8,952	)
Short-term investments								—			579
Liabilities for future policy benefits		(85,412	)		34,302			(119,360	)		22,420
Accrued expenses and other liabilities		171,153			304,054			163,645			401,684
Policy and contract claims and other policyowner funds		49,261			105,585			45,791			112,784
Income taxes:
Current		(39,595	)		(14,301	)		(25,500	)		(20,740	)
Deferred		(15,671	)		7,654			(6,735	)		19,508
Other, net		28,918			(13,899	)		38,058			27,857


Net cash provided by operating activities		291,960			701,351			379,237			1,019,024


Cash flows from investing activities:
Purchase of fixed maturities available-for-sale		(2,507,941	)		(3,192,310	)		(3,981,632	)		(4,271,467	)
Proceeds from sale of fixed maturities available-for-sale		1,078,389			1,627,612			1,522,642			2,115,844
Maturities, calls and principal reductions of fixed maturities available-for-sale		702,208			700,210			1,140,514			921,812
Purchase of equity securities		(3,986	)		(42,255	)		(7,340	)		(43,053	)
Proceeds from sale of equity securities		4,625			39,429			6,212			42,036
Change in short-term investments, net		(8,381	)		19,859			3,860			28,691
Purchase of mortgage loans		(122,181	)		(54,242	)		(181,113	)		(86,676	)

AMERUS GROUP CO.

CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)
($ in thousands)


	For The Six Months Ended June 30,						For The Nine Months Ended September 30,
	2005			2004			2005			2004
	(unaudited)						(unaudited)
Proceeds from repayment and sale of mortgage loans		56,446			185,341			77,165			214,816
Purchase of other invested assets		(65,358	)		(37,473	)		(104,497	)		(55,512	)
Proceeds from sale of other invested assets		46,699			77,024			153,479			104,977
Change in policy loans, net		700			8,559			2,956			9,131
Proceeds from sale of discontinued operations		—			15,000			—			15,000
Other assets, net		(3,403	)		611			(9,890	)		(3,652	)


Net cash used in investing activities		(822,183	)		(652,635	)		(1,377,644	)		(1,008,053	)


Cash flows from financing activities:
Deposits to policyowner account balances		1,610,235			1,099,912			2,448,422			1,655,736
Withdrawals from policyowner account balances		(867,110	)		(907,933	)		(1,325,088	)		(1,349,432	)
Change in debt, net		482			(50,263	)		587			(50,028	)
Stock issued under various incentive plans, net of forfeitures		7,804			3,780			22,471			5,429
Purchase of treasury stock		(24,584	)		(9,153	)		(150,728	)		(9,153	)
Proceeds from issuance of senior notes								297,522			—
Proceeds from issuance of preferred stock								145,310			—
Retirement of OCEANs								(204,720	)
Retirement of senior notes		(125,000	)		—			(125,000	)		—
Proceeds from revolving credit agreement		100,000			—


Net cash provided by financing activities		701,827			136,343			1,108,776			252,552


Net increase in cash		171,604			185,059			110,369			263,523

Cash and cash equivalents at beginning of period		478,441			274,150			478,441			274,150


Cash and cash equivalents at end of period	$	650,045		$	459,209		$	588,810		$	537,673


Supplemental disclosure of cash activities:

Interest paid	$	16,942		$	16,261		$	17,321		$	23,947

Income taxes paid	$	69,904		$	18,372		$	67,466		$	28,281


Supplemental disclosure of non-cash operating activities:

Capitalization of deferred sales inducements	$	54,618		$	23,091		$	87,663		$	38,130

AMERUS GROUP CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(1) CONSOLIDATION AND BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for annual financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All adjustments were of a normal recurring nature, unless otherwise noted in the Notes to Consolidated Financial Statements. Operating results for the ~~six~~nine months ended ~~June~~September 30, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005. The consolidated balance sheet at December 31, 2004 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. For further information and for capitalized terms not defined in this Form 10-Q, refer to the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004.

The accompanying consolidated financial statements include the accounts and operations of the Company and its wholly-owned subsidiaries, principally AmerUs Life Insurance Company (ALIC), AmerUs Annuity Group Co. and its subsidiaries (collectively, AAG), AmerUs Capital Management Group, Inc. (ACM), and ILICO Holdings, Inc., the holding company of Indianapolis Life Insurance Company (ILIC) and its subsidiaries (collectively, ILICO). All significant intercompany transactions and balances have been eliminated in consolidation.

The Company has certain stock-based employee compensation plans which are accounted for under the recognition and measurement principles of APB Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations. The majority of the plans are stock option plans for which no stock-based employee compensation cost is reflected in net income, as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of grant. There is also a long-term incentive plan that provides for payment in the Company’s common stock. Stock-based employee compensation expense for this plan is reflected in net income using variable accounting under APB Opinion No. 25. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of Statement of Financial Accounting Standards (SFAS) 123, “Accounting for Stock-Based Compensation,” to stock-based employee compensation:


	For The Three Months Ended June 30,						For The Six Months Ended June 30,						For The Three Months Ended September 30,						For The Nine Months Ended September 30,
	2005			2004			2005			2004			2005			2004			2005			2004
	($ in thousands, except share data)												($ in thousands, except share data)
Net income, as reported	$	35,567		$	48,776		$	97,055		$	81,905
Net income available to common stockholders, as reported													$	38,619		$	42,862		$	135,674		$	124,767
Add: Stock-based compensation expense included in reported net income, net of related tax effects														1,439			—		$	2,185			—
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects		(556	)		(919	)		(1,215	)		(2,081	)		(1,027	)		(926	)		(2,780	)		(3,007	)

Pro forma net income	$	35,011		$	47,857		$	95,840		$	79,824
Pro forma net income available to common stockholders													$	39,031		$	41,936		$	135,079		$	121,760


Earnings per share:
Earnings per common share:																	��
Basic — as reported	$	0.91		$	1.24		$	2.46		$	2.08		$	1.00		$	1.09		$	3.47		$	3.17

Basic — pro forma	$	0.89		$	1.22		$	2.43		$	2.03		$	1.01		$	1.07		$	3.45		$	3.10


Diluted — as reported	$	0.83		$	1.20		$	2.27		$	2.02		$	0.91		$	1.04		$	3.17		$	3.06

Diluted — pro forma	$	0.82		$	1.17		$	2.24		$	1.97		$	0.92		$	1.02		$	3.16		$	2.98

Certain amounts in the 2004 financial statements have been reclassified to conform to the 2005 financial statement presentation.

(2) EARNINGS PER SHARE

Basic earnings per share of common stock are computed by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted earnings per share assumes the issuance of common shares applicable to stock options, PRIDES^SM and the Company’s Optionally Convertible Equity-Linked Accreting Notes (OCEANs^SM) and is calculated using the treasury stock method.

Diluted earnings per share applicable to the Company’s PRIDES securities are determined using the treasury stock method as it is currently anticipated that holders of the PRIDES are more likely to tender cash in the future for the securities’ forward contract. The PRIDES added ~~1,579,084~~1,969,535 and ~~1,540,923~~1,683,794 shares to the diluted earnings per share calculation for the three and ~~six~~nine months ended ~~June~~September 30, 2005, respectively, and ~~777,528~~859,038 and ~~650,534~~720,035 shares for the three and ~~six~~nine months ended ~~June~~September 30, 2004, respectively.

Diluted earnings per share applicable to the Company’s OCEANs are determined using the guidance of the Financial Accounting Standards Board’s Emerging Issues Task Force Issue 04-8 (EITF 04-8), “The Effect of Contingently Convertible Debt on Diluted Earnings per Share,” which was effective for periods ending after December 15, 2004. EITF 04-8 requires diluted earnings per share to be computed following the guidance of EITF 90-19, “Convertible Bonds with Issuer Option to Settle for Cash upon Conversion,” for securities such as the OCEANs which are considered to be “Instrument C” securities. The conversion spread portion of an Instrument C security should be included in diluted earnings per share based on the number of shares that would be required to be delivered if the instrument had been converted at the end of the period. The OCEANs added ~~1,075,335~~1,119,235 and ~~1,032,701~~1,061,545 shares for the diluted earnings per share calculation for the three and ~~six~~nine months ended ~~June~~September 30, 2005, respectively, and no284,879 shares and 177,647 shares for the three and ~~six~~nine months ended ~~June~~September 30, ~~2004.~~2004, respectively. As of September 13, 2005, all of the OCEANs were converted with settlement in cash and common stock.


	For The Three Months Ended June 30,														For The Three Months Ended September 30,
			2005							2004					2005							2004
			Number of		Per Share					Number of		Per Share					Number of		Per Share					Number of		Per Share
	Net Income		Shares		Amount			Net Income		Shares		Amount			Net Income		Shares		Amount			Net Income		Shares		Amount
	($ in thousands, except share data)																		($ in thousands, except share data)
Basic EPS
Net Income from Continuing Operations	$	35,567		39,265	$	0.91		$	48,776		39,327	$	1.24

Basic earnings per common share
Net Income from continuing operations available to common stockholders															$	38,619		38,488	$	1.00		$	42,862		39,238	$	1.09
Effect of dilutive securities
Options and other stock based compensation		—		833		(0.01	)		—		656		(0.02	)				949		(0.02	)				672		(0.02	)
PRIDES		—		1,579		(0.04	)		—		777		(0.02	)				1,970		(0.05	)				859		(0.02	)
OCEANs		—		1,075		(0.03	)		—		—		—					1,119		(0.02	)				285		(0.01	)


Diluted EPS	$	35,567		42,752	$	0.83		$	48,776		40,760	$	1.20
Diluted earnings per common share															$	38,619		42,526	$	0.91		$	42,862		41,054	$	1.04

(3) CLOSED BLOCK

The Company has established two closed blocks, which we refer to collectively as the Closed Block. The first was established on June 30, 1996 in connection with the reorganization of ALIC from a mutual company to a stock company. The second was established as of March 31, 2000 in connection with the reorganization of ILIC from a mutual company to a stock company. Insurance policies which had a dividend scale in effect as of each Closed Block establishment date were included in the Closed Block. The Closed Block was designed to provide reasonable assurance to owners of insurance policies included therein that, after the reorganization of ALIC and ILIC, assets would be available to maintain the dividend scales and interest credits in effect prior to the reorganization if the experience underlying such scales and credits continues.

Summarized financial information of the Closed Block as of ~~June~~September 30, 2005 and December 31, 2004 and for the three and ~~six~~nine months ended ~~June~~September 30, 2005 and 2004 are as follows:


	June 30,		December 31,		September 30,		December 31,
	2005		2004		2005		2004
	($ in thousands)				($ in thousands)
Liabilities:
Future life and annuity policy benefits	$	2,779,280	$	2,804,222	$	2,769,012	$	2,804,222
Policyowner funds		7,780		8,096		7,904		8,096
Accrued expenses and other liabilities		10,361		32,140		9,649		32,140
Dividends payable to policyowners		157,777		161,475		156,034		161,475
Policy and contract claims		12,044		14,705		12,737		14,705
Policyowner dividend obligation		199,417		152,975		132,843		152,975


Total Liabilities		3,166,659		3,173,613		3,088,179		3,173,613


Assets:
Fixed maturity securities available-for-sale at fair value		2,009,461		2,028,790		1,950,984		2,028,790
Mortgage loans		66,190		70,686		62,660		70,686
Policy loans		330,758		335,573		330,852		335,573
Other investments		—		34		—		34
Cash and cash equivalents		49,921		8,473		44,016		8,473
Accrued investment income		32,747		32,637		30,929		32,637
Premiums and fees receivable		53,091		59,369		47,604		59,369
Other assets		—		17		—		17


Total Assets		2,542,168		2,535,579		2,467,045		2,535,579


Maximum future earnings to be recognized from assets and liabilities of the Closed Block	$	624,491	$	638,034	$	621,134	$	638,034

The Company accounts for derivatives, including certain derivative instruments embedded in other contracts, at fair value. Accounting for gains and losses resulting from changes in the values of derivatives is dependent upon the use of the derivative and its qualification for special hedge accounting. In addition, we also have trading securities that back our total return strategy traditional annuity products. During the first ~~six~~nine months of 2005 and 2004, an unrealized loss has been recognized amounting to $14.9 million and $4.9 million, respectively, primarily from the change in fair value on the trading securities backing the total return strategy products. Additionally, realized/unrealized gains (losses) on investments included an unrealized loss of ~~$28.0~~$1.7 million and an unrealized ~~gain~~loss of ~~$12.1~~$5.3 million for the first nine months of 2005 and 2004, respectively, primarily from the change in fair value on call options used as a natural hedge of embedded options within indexed products. Additionally, an unrealized loss has been recognized amounting to $13.4 million and $19.5 million for the first six months of 2005 and 2004, respectively, primarily from the change in fair value on the trading securities backing the total return strategy products. Policyowner benefits included an offsetting adjustment to contract liabilities for fair value changes in options embedded within the indexed products and fair value changes on total return strategy annuity contracts. The total adjustment to policyowner benefits amounted to a decrease in expense of ~~$12.6~~$19.4 million and ~~$13.6~~$5.9 million for the first ~~six~~nine months of 2005 and 2004, respectively.

The following table summarizes the income (loss) impact of the market value adjustments on trading securities ~~derivatives~~ and ~~the cash flow hedge amortization~~derivatives for the ~~six~~nine months ended ~~June~~September 30, 2005 and 2004:


	Six Months Ended June 30, 2005												Nine Months Ended September 30, 2005
	Total Return			Indexed									Total Return			Indexed
	Products			Products			Other			Total			Products			Products			Other			Total
	($ in thousands)															($ in thousands)
Fixed maturity securities held for trading	$	(12,388	)	$	—		$	(992	)	$	(13,380	)	$	(11,842	)	$	—		$	(3,077	)	$	(14,919	)
Options		—			(28,068	)		20			(28,048	)		—			(1,723	)		18			(1,705	)
Market value adjustment to liabilities		2,431			10,119			39			12,589			2,912			13,535			2,956			19,403
Cash flow hedge amortization		—			—			77			77			—			—			112			112
DAC amortization impact of net adjustments above		991			4,579			—			5,570			824			(5,531	)		—			(4,707	)


Pre-tax total		(8,966	)		(13,370	)		(856	)		(23,192	)		(8,106	)		6,281			9			(1,816	)
Income taxes		3,138			4,679			300			8,117			2,837			(2,198	)		(3	)		636


After-tax total	$	(5,828	)	$	(8,691	)	$	(556	)	$	(15,075	)	$	(5,269	)	$	4,083		$	6		$	(1,180	)

The Company repaid the $125.0 million senior notes in June 2005 with a borrowing on its revolving credit agreement. On August 5, 2005, the Company issued $300.0 million of senior notes under its shelf registration filed with the Securities and Exchange Commission. The senior notes bear interest at 5.95% per year payable semi-annually on February 15 and August 15 of each year commencing on February 15, 2006. The senior notes mature on August 15, 2015 and may be redeemed at the Company’s option at any time, in whole or in part, subject to payment of a redemption premium. The net proceeds from the issuance were used to repay the revolving credit agreement borrowing, repurchase common stock and convert the $185.0 million OCEANs securities.

In September 2005, holders of the $185.0 million aggregate original principal amount of OCEANs exercised their conversion rights which resulted in the Company’s issuance of 1.7 million shares of common stock and a cash payment of $203 million, including a $12.7 million prepayment premium. The prepayment premium and a write-off of $6.4 million of remaining unamortized debt issuance costs have been reported as early extinguishment of debt expense in the consolidated statement of income. In addition, the conversion resulted in the reclassification of an associated deferred tax liability of $10.7 million to additional paid-in capital on common stock.

(6) EQUITY TRANSACTIONS

On September 26, 2005, the Company issued 6.0 million shares of Series A Non-Cumulative Perpetual Preferred Stock under its shelf registration with the Securities and Exchange Commission. Net proceeds amounted to $145.3 million after the related underwriting discount and other costs. Dividends on the preferred stock are non-cumulative and are payable quarterly, when, as and if declared by the board of directors, in whole or in part out of legally available funds. Dividends on the preferred stock accrued from September 26, 2005 with the first dividend payable on December 15, 2005 at a fixed rate of 7.25% per annum of the liquidation preference of $25 per share. Subject to certain restrictions, the Company may redeem the preferred stock at any time in whole, prior to September 15, 2010, at a cash redemption price equal to the greater of $25 per share or the sum of the present values of $25 per share plus any declared and unpaid dividends to the redemption date, without accumulation of any undeclared dividends, and any undeclared dividends for the dividend periods from the redemption date to and including the dividend payment date on September 15, 2010. On or after the dividend payment date in September 2010, the shares may be redeemed in whole or in part at a price of $25 per share or $150.0 million in the aggregate plus declared and unpaid dividends to the redemption date without accumulation of any undeclared dividends. The preferred stock has no stated maturity and is not convertible into any other security.

The Company purchased 2.2 million common shares under an accelerated stock repurchase agreement effective August 18, 2005. The initial purchase price of the shares including commission amounted to $114.5 million. The repurchase program allows the Company to purchase the shares immediately, with the counterparty purchasing the shares in the open market. The initial purchase price was $51.32 per share, including commission, and is subject to a market price adjustment feature, which can be net-share settled, based on the actual cost of the shares purchased.

(7) FEDERAL INCOME TAXES

The effective income tax rate for the ~~six~~nine months ended ~~June~~September 30, 2005 and the three and nine months ended September 30, 2004 varied from the prevailing corporate rate primarily as a result of tax exempt interest, ~~and~~ dividends received ~~deduction. The effective tax rate was also reduced by~~deductions, a reduction in the income tax accrual and a reduction in the deferred tax valuation allowance. The accrual reduction was for the release of provisions originally established for potential tax adjustments which have been settled or ~~eliminated.~~eliminated and for overpayment of tax in prior years for which a refund is expected. The accrual was ~~increased $0.2~~reduced $0.3 million and ~~reduced $19.7~~$13.4 million for the ~~second~~third quarter and first ~~six~~nine months of 2005, respectively. The accrual was reduced ~~$2.7~~$3.7 million and ~~$7.9~~$11.6 million, for the ~~second~~third quarter and first ~~six~~nine months of 2004, respectively. In addition, during the second quarter of 2004, a deferred tax valuation allowance was reduced $10.4 million as a result of the

~~(6)~~(8) COMMITMENTS AND CONTINGENCIES

In recent years, the life insurance industry, including the Company and its subsidiaries, has been subject to an increase in litigation pursued on behalf of purported classes of insurance purchasers, questioning the conduct of insurers in the marketing of their products. The Company is routinely involved in litigation and other proceedings, including class actions, reinsurance claims and regulatory proceedings arising in the ordinary course of its business. Some of these claims and legal actions are in jurisdictions where juries are given substantial latitude in assessing damages, including punitive and exemplary damages. In addition, regulatory bodies, such as state insurance departments and attorneys general, periodically make inquiries and conduct examinations concerning the Company’s compliance with insurance and other laws. The Company responds to such inquiries and cooperates with regulatory examinations in the ordinary course of business.

~~AmerUs Group Co. and/or certain~~On September 23, 2005, the general terms of ~~our subsidiaries are defendants in nationwide class action lawsuits brought in federal courts in California, Pennsylvania and Kansas as well as~~ a ~~lawsuit by the attorney general and the insurance commissioner~~settlement of ~~California and~~ a lawsuit by the attorney general of Pennsylvania on behalf of purchasers of insurance products. In the aforementioned Pennsylvania case, commenced on May 19, 2005, a nationwide class action lawsuit was also filed in the Eastern District of Pennsylvania against a subsidiary of AmerUs Group Co. on behalf of purchasers of insurance products. The lawsuits discussed in this paragraph relate to the use of purportedly inappropriate sales techniques and products for the senior citizen market. Some of the complaints allege, among other things, that the defendants engaged in the unauthorized practice of law, claims related to the suitability of the products for, and the manner in which they were sold to, the senior citizen market, pretext sales and other violations of state insurance laws. The plaintiffs seek civil penalties, restitution, injunctive relief, punitive damages, attorneys fees and other relief and damages. AmerUs Group Co. and/or certain of our subsidiaries are also defendants in statewide class actions in California, Pennsylvania and a recently filed case in Florida based on claims and seeking relief similar to the claims and relief in the nationwide class actions discussed above. The Florida case was filed in the United States District Court for the Middle District of Florida on July 7, 2005 against a subsidiary of AmerUs Group Co. on behalf of purchasers of insurance products. The Company believes it has appropriate defenses against these lawsuits and intends to vigorously defend its position. On May 12, 2005, in one statewide class action, Cheves v. American Investors Life Insurance Company, Family First Advanced Estate Planning and Family First Insurance Services et al., discussed in the Company’s Report on Form 10-Q for the Quarterly Period ended June 30, 2005, were preliminarily approved by the trial court and a hearing on the final approval is scheduled in November of 2005. A charge was taken with respect to this pending settlement during the three months ended September 30, 2005.

On August 29, 2005, a nationwide class action lawsuit was filed against the Company and certain of its subsidiaries in the United States District Court for the Middle District of Florida on ~~October 20, 2003~~behalf of certain purchasers of insurance products who were over the age of 65 at the time of purchase. The plaintiffs allege that the defendants used improper practices in ~~California state court,~~selling annuities to senior citizens because annuity payments allegedly begin only after the annuitant’s actuarial life expectancy and the plaintiffs seek class certification, ~~was granted by~~injunctive and equitable relief, a variety of damages, including punitive damages, and attorneys fees. This case and other lawsuits discussed in the ~~court.~~Company’s Annual Report on Form 10-K for the period ended December 31, 2004 and/or Quarterly Reports on Form 10-Q for the periods ended March 31, 2005 and June 30, 2005 have been consolidated and transferred to the United States District Court for the Eastern District of Pennsylvania.

The Company’s pending litigation ~~(including without limitation the proceedings described in the immediately preceding paragraph)~~ is subject to many uncertainties, and given its complexity and scope, the outcomes cannot be predicted. Given these uncertainties, the Company is unable to estimate the possible loss or range of loss that may result from all of the Company’s pending litigation. It is possible that the Company’s results of operations or cash flow in a particular quarterly or annual period could be materially affected by an ultimate unfavorable resolution of pending litigation and regulatory matters depending, in part, upon the results of operations or cash flow for such period. Although no assurances can be given and no determinations can be made at this time, the Company believes that the ultimate liability, if any, with respect to the Company’s pending claims and legal actions, would have no material effect on its operations and financial position.

In December 2004, the FASB issued ~~a revision to~~ SFAS 123 (revised 2004), “Share-Based Payment,” (SFAS 123R) which is a revision of SFAS 123, “Accounting for Stock-Based Compensation,” (SFAS 123). SFAS 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on fair values. Pro forma disclosure of fair value information is no longer an alternative. The implementation date of the statement has been delayed to be effective for the fiscal year beginning after June 15, 2005. Adoption is to be made using either the modified prospective method or the modified retrospective method. The modified prospective method recognizes cost based on the requirements for all share-based payments granted after the effective date and for awards granted prior to the effective date that remain unvested prior to the effective date. The modified retrospective method includes the requirements of the modified prospective method but also permits restatement of financial statements based on pro forma amounts previously recognized under SFAS 123. Restatement can either be for all prior periods presented or prior interim periods of the year of adoption. Early adoption is permitted. The Company ~~continues~~plans to ~~evaluate the impacts of~~adopt SFAS 123R ~~which will be adopted~~effective January 1, ~~2006.~~2006 using the modified prospective method. The pro forma impacts of recognizing fair value as permitted by SFAS 123 are disclosed in note 1 to the consolidated financial statements.

Due to the similarity of products within each segment, premiums and product charges are shown by segment and not by specific product type.

The Company uses the same accounting policies and procedures to measure operating segment income and assets as it uses to measure its consolidated income from operations and assets with the exception of the elimination of certain items which management believes are not necessarily indicative of overall operating trends. These items are shown between segment pre-tax operating income and net income on the following operating segment tables and are as follows:

	1)		Realized/unrealized gains and losses on open block assets.

	2)		Market value changes and amortization of assets and liabilities associated with the accounting for derivatives, such as:

	•		Unrealized gains and losses on open block options and securities held for trading.

	•		Change in option value of indexed products and market value adjustments on total return strategy annuities.

	•		Cash flow hedge amortization.

	3)		Amortization of deferred policy acquisition costs (DAC) and value of business acquired (VOBA) related to the unrealized and realized gains and losses on the open block investments and the derivative adjustments.

	4)		Other income from non-insurance operations.

	5)		Litigation accruals following class certification, net of insurance recoveries.

	6)		Interest expense.

	6)7)		Early extinguishment of debt.

	8)		Income tax expense.

	7)9)		Income from discontinued operations.

	8)10)		Cumulative effect of changes in accounting.

These items will fluctuate from period to period depending on the prevailing interest rate and economic environment or are not part of the core insurance operations. As a result, management believes they do not reflect the ongoing earnings capacity of the Company’s operating segments.

Premiums; product charges; policyowner benefits; insurance expenses; amortization of DAC, deferred sales inducements and VOBA; and dividends to policyowners are attributed directly to each operating segment. Net investment income and closed block realized capital gains and losses are allocated based on directly-related assets required for transacting the business of that segment. Other revenues and benefits and expenses which are deemed not to be associated with any specific segment are grouped together in the All Other category. These items primarily consist of holding company revenues and expenses, operations of the Company’s real estate management subsidiary, and accident and health insurance.

Assets are segmented based on policy liabilities directly attributable to each segment. There are no significant intersegment transactions. Depreciation and amortization, excluding amortization of DAC, deferred sales inducements, and VOBA as previously discussed, are not significant. There have been no material changes in segment assets since December 31, 2004.

1819

Operating Segment Income
($ in thousands)

Three Months Ended June 30, 2005
Protection Accumulation Total
Products Products All Other Consolidated
Revenues:
Insurance premiums $ 59,569 $ 1,056 $ 376 $ 61,001
Product charges 40,646 13,992 — 54,638
Net investment income 92,983 183,553 504 277,040
Realized/unrealized losses on closed block investments (40 ) — — (40 )
Other income:
Income from Independent Marketing Organizations — 7,153 — 7,153
Other 857 2,663 544 4,064

194,015 208,417 1,424 403,856

Benefits and expenses:
Policyowner benefits 79,174 132,895 427 212,496
Underwriting, acquisition, and other expenses:
Operating expenses 19,486 6,901 6,460 32,847
Expenses from Independent Marketing Organizations — 5,572 — 5,572
Amortization of DAC and VOBA, net of open block gain adjustment of $8,208 22,107 21,159 — 43,266
Dividends to policyowners 31,862 2 — 31,864

152,629 166,529 6,887 326,045

Segment pre-tax operating income $ 41,386 $ 41,888 $ (5,463 ) 77,811

Realized/unrealized losses on open block assets (1,517 )

Unrealized gains on open block options and trading investments 7,823

Change in option value of indexed products and market value adjustments on total return strategy annuities (31,745 )

Cash flow hedge amortization 38

Amortization of DAC and VOBA due to open block gains and losses 8,208

Other income from non-insurance operations 12

Income from continuing operations 60,630

Interest (expense) (8,191 )

Income tax (expense) (16,872 )

Net income $ 35,567

~~Operating Segment Income~~
~~($ in thousands)~~


	Three Months Ended June 30, 2004											Three Months Ended September 30, 2005
	Protection			Accumulation					Total			Protection			Accumulation					Total
	Products			Products		All Other			Consolidated			Products			Products		All Other			Consolidated
Revenues:
Insurance premiums	$	62,427		$	859	$	505		$	63,791		$	53,535		$	727	$	341		$	54,603
Product charges		41,640			12,644		—			54,284			51,350			13,589		—			64,939
Net investment income		81,186			168,218		1,907			251,311			88,930			189,332		379			278,641
Realized/unrealized losses on closed block investments		(4,473	)		—		—			(4,473	)		(650	)		—		—			(650	)
Other income:
Income from Independent Marketing Organizations		—			7,327		—			7,327			—			7,331		—			7,331
Other		928			2,626		(37	)		3,517			879			2,551		566			3,996


		181,708			191,674		2,375			375,757			194,044			213,530		1,286			408,860

Benefits and expenses:
Policyowner benefits		91,205			114,261		(179	)		205,287			87,918			130,529		(387	)		218,060
Underwriting, acquisition, and other expenses:
Operating expenses		19,115			7,106		6,403			32,624			19,473			7,230		8,278			34,981
Expenses from Independent Marketing Organizations		—			6,219		—			6,219			—			5,873		—			5,873
Amortization of DAC and VOBA, net of open block loss adjustment of $7,002		25,527			25,749		—			51,276
Amortization of DAC and VOBA, net of open block gain adjustment of $9,086													27,598			22,030		—			49,628
Dividends to policyowners		10,934			2		—			10,936			18,769			1		—			18,770


		146,781			153,337		6,224			306,342			153,758			165,663		7,891			327,312


Segment pre-tax operating income	$	34,927		$	38,337	$	(3,849	)		69,415		$	40,286		$	47,867	$	(6,605	)		81,548


Realized/unrealized losses on open block assets										(8,851	)										(793	)

Unrealized losses on open block options and trading investments										(31,226	)
Unrealized gains on open block options and trading investments																					24,805

Change in option value of indexed products and market value adjustments on total return strategy annuities										37,288											6,814

Cash flow hedge amortization										(351	)										35
Amortization of DAC and VOBA due to open block gains and losses																					(9,086	)

Amortization of DAC and VOBA due to open block gains and losses										(7,002	)
Litigation following class certification, net																					(9,380	)

Other income from non-insurance operations										1,360											160


Income from continuing operations										60,633											94,103

Interest (expense)										(7,936	)										(7,725	)

Early extinguishment of debt																					(19,082	)

Income tax (expense)										(3,921	)										(28,677	)


Net income									$	48,776											38,619

Dividends on preferred stock																					—


Net income available to common stockholders																				$	38,619

Operating Segment Income
($ in thousands)


	Six Months Ended June 30, 2005										Three Months Ended September 30, 2004
	Protection		Accumulation					Total			Protection		Accumulation					Total
	Products		Products		All Other			Consolidated			Products		Products		All Other			Consolidated
Revenues:
Insurance premiums	$	121,052	$	1,536	$	959		$	123,547		$	62,829	$	541	$	1,212		$	64,582
Product charges		87,723		25,948		—			113,671			45,029		16,426		—			61,455
Net investment income		179,869		365,199		683			545,751			83,909		177,599		480			261,988
Realized/unrealized losses on closed block investments		90		—		—			90
Realized/unrealized gains on closed block investments												1,911		—		—			1,911
Other income:
Income from Independent Marketing Organizations		—		16,164		—			16,164			—		7,463		—			7,463
Other		1,718		5,204		1,064			7,986			810		2,681		529			4,020


		390,452		414,051		2,706			807,209			194,488		204,710		2,221			401,419

Benefits and expenses:
Policyowner benefits		168,375		257,623		454			426,452			96,350		121,073		380			217,803
Underwriting, acquisition, and other expenses:
Operating expenses		37,879		14,161		13,484			65,524			18,134		7,896		6,045			32,075
Expenses from Independent Marketing Organizations		—		13,503		—			13,503			—		7,843		—			7,843
Amortization of DAC and VOBA, net of open block gain adjustment of $5,383		46,978		46,206		—			93,184
Amortization of DAC and VOBA, net of open block loss adjustment of $2,495												21,443		26,324		—			47,767
Dividends to policyowners		51,864		3		—			51,867			24,537		1		—			24,538


		305,096		331,496		13,938			650,530			160,464		163,137		6,425			330,026


Segment pre-tax operating income	$	85,356	$	82,555	$	(11,232	)		156,679		$	34,024	$	41,573	$	(4,204	)		71,393

Realized/unrealized losses on open block assets									(1,340	)

Realized/unrealized gains on open block assets																			3,443

Unrealized losses on open block options and trading investments									(41,428	)									(2,841	)

Change in option value of indexed products and market value adjustments on total return strategy annuities									12,589										(7,629	)

Cash flow hedge amortization									77										(140	)

Amortization of DAC and VOBA due to open block gains and losses									5,383										2,495

Other income from non-insurance operations									(365	)									(25	)


Income from continuing operations									131,595										66,696

Interest (expense)									(15,971	)									(7,810	)

Income tax (expense)									(18,569	)									(16,024	)


Net income								$	97,055										42,862

Dividends on preferred stock																			—


Net income available to common stockholders																		$	42,862

Operating Segment Income
($ in thousands)


	Six Months Ended June 30, 2004											Nine Months Ended September 30, 2005
	Protection			Accumulation					Total			Protection			Accumulation					Total
	Products			Products		All Other			Consolidated			Products			Products		All Other			Consolidated
Revenues:
Insurance premiums	$	132,143		$	1,582	$	803		$	134,528		$	174,587		$	2,263	$	1,300		$	178,150
Product charges		77,099			26,747		—			103,846			139,073			39,537		—			178,610
Net investment income		162,444			342,481		3,261			508,186			268,799			554,531		1,062			824,392
Realized/unrealized losses on closed block investments		(3,643	)		—		—			(3,643	)		(560	)		—		—			(560	)
Other income:
Income from Independent Marketing Organizations		—			14,063		—			14,063			—			23,495		—			23,495
Other		1,834			5,377		1,471			8,682			2,597			7,755		1,630			11,982


		369,877			390,250		5,535			765,662			584,496			627,581		3,992			1,216,069

Benefits and expenses:
Policyowner benefits		184,600			235,079		(158	)		419,521			256,293			388,152		67			644,512
Underwriting, acquisition, and other expenses:
Operating expenses		36,073			13,438		11,317			60,828			57,352			21,391		21,762			100,505
Expenses from Independent Marketing Organizations		—			10,715		—			10,715			—			19,376		—			19,376
Amortization of DAC and VOBA, net of open block loss adjustment of $5,742		44,768			55,679		—			100,447
Amortization of DAC and VOBA, net of open block gain adjustment of $3,703													74,576			68,236		—			142,812
Dividends to policyowners		36,418			2		—			36,420			70,633			4		—			70,637


		301,859			314,913		11,159			627,931			458,854			497,159		21,829			977,842


Segment pre-tax operating income	$	68,018		$	75,337	$	(5,624	)		137,731		$	125,642		$	130,422	$	(17,837	)		238,227


Realized/unrealized losses on open block assets										(33,581	)										(2,133	)

Unrealized losses on open block options and trading investments										(7,411	)										(16,623	)

Change in option value of indexed products and market value adjustments on total return strategy annuities										13,555											19,403

Cash flow hedge amortization										(813	)										112

Amortization of DAC and VOBA due to open block gains and losses										(5,742	)										(3,703	)

Litigation following class certification, net																					(9,380	)

Other income from non-insurance operations										1,161											(205	)


Income from continuing operations										104,900											225,698

Interest (expense)										(16,334	)										(23,696	)

Early extinguishment of debt																					(19,082	)

Income tax (expense)										(10,050	)										(47,246	)

Income from discontinued operations, net of tax										3,899

Cumulative effect of change in accounting, net of tax										(510	)


Net income									$	81,905											135,674

Dividends on preferred stock																					—


Net income available to common stockholders																				$	135,674


		Operating Segment Income
		($ in thousands)


	Nine Months Ended September 30, 2004
	Protection			Accumulation					Total
	Products			Products		All Other			Consolidated
Revenues:
Insurance premiums	$	194,972		$	2,123	$	2,015		$	199,110
Product charges		122,128			43,173		—			165,301
Net investment income		246,353			520,080		3,741			770,174
Realized/unrealized losses on closed block investments		(1,732	)		—		—			(1,732	)
Other income:
Income from Independent Marketing Organizations		—			21,526		—			21,526
Other		2,644			8,058		2,000			12,702


		564,365			594,960		7,756			1,167,081

Benefits and expenses:
Policyowner benefits		280,950			356,152		222			637,324
Underwriting, acquisition, and other expenses:
Operating expenses		54,207			21,334		17,362			92,903
Expenses from Independent Marketing Organizations		—			18,558		—			18,558
Amortization of DAC and VOBA, net of open block loss adjustment of $3,247		66,211			82,003		—			148,214
Dividends to policyowners		60,955			3		—			60,958


		462,323			478,050		17,584			957,957


Segment pre-tax operating income	$	102,042		$	116,910	$	(9,828	)		209,124


Realized/unrealized losses on open block assets										(30,138	)

Unrealized losses on open block options and trading investments										(10,252	)

Change in option value of indexed products and market value adjustments on total return strategy annuities										5,926

Cash flow hedge amortization										(953	)

Amortization of DAC and VOBA due to open block gains and losses										(3,247	)

Other income from non-insurance operations										1,136


Income from continuing operations										171,596

Interest (expense)										(24,144	)

Income tax (expense)										(26,074	)

Income from discontinued operations, net of tax										3,899

Cumulative effect of change in accounting, net of tax										(510	)


Net income										124,767

Dividends on preferred stock										—


Net income available to common stockholders									$	124,767

Item 2. Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) addresses the consolidated financial condition of AmerUs Group Co. as of ~~June~~September 30, 2005, compared with December 31, 2004, and our consolidated results of operations for the three and ~~six~~nine months ended ~~June~~September 30, 2005 and 2004. You should read the following analysis of our consolidated financial condition and results of operations in conjunction with our MD&A and audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2004, and Unaudited Consolidated Financial Statements included elsewhere in this Quarterly Report onForm 10-Q.

NATURE OF OPERATIONS

We are a holding company whose subsidiaries are primarily engaged in the business of marketing, underwriting and distributing a broad range of individual life, annuity and insurance deposit products to individuals and businesses in 50 states, the District of Columbia and the U.S. Virgin Islands. We have two reportable operating segments: protection products and accumulation products. The primary offerings of the protection products segment are interest-sensitive whole life, term life, universal life and indexed life insurance policies. Indexed life is a type of universal life or interest-sensitive whole life product. The primary offerings of the accumulation products segment are individual fixed annuities (comprised of traditional fixed annuities and indexed annuities) and funding agreements.

FINANCIAL HIGHLIGHTS

Our financial highlights are as follows:


	For The Three Months Ended June 30,						For The Six Months Ended June 30,						For The Three Months Ended September 30,						For The Nine Months Ended September 30,
	2005			2004			2005			2004			2005			2004			2005			2004
	($ in thousands, except share data)												($ in thousands, except share data)
Segment pre-tax operating income:
Protection Products	$	41,386		$	34,927		$	85,356		$	68,018		$	40,286		$	34,024		$	125,642		$	102,042
Accumulation Products		41,888			38,337			82,555			75,337			47,867			41,573			130,422			116,910
Other operations		(5,463	)		(3,849	)		(11,232	)		(5,624	)		(6,605	)		(4,204	)		(17,837	)		(9,828	)

Total segment pre-tax operating income		77,811			69,415			156,679			137,731			81,548			71,393			238,227			209,124

Non-segment expense, net (A)		42,244			20,639			59,624			55,826			42,929			28,531			102,553			84,357


Net income	$	35,567		$	48,776		$	97,055		$	81,905			38,619			42,862			135,674			124,767

Dividends on preferred stock														—			—			—			—

Diluted net income per share	$	0.83		$	1.20		$	2.27		$	2.02

Net income available to common stockholders													$	38,619		$	42,862		$	135,674		$	124,767


Diluted net income available to common stockholders per common share													$	0.91		$	1.04		$	3.17		$	3.06

Operating segment income increased for both the protection products and accumulation products segments in the 2005 periods as compared to the same periods in 2004. Protection products earnings were primarily impacted by the growth in the indexed life business and increased open block product margins. Our accumulation products pre-tax operating segment income increased primarily due to growth in ~~assets and increased product spread.~~assets. The increases in protection products and accumulation products segment income were partially offset by higher operating losses of the other segment in the first ~~six~~nine months of 2005 compared to 2004. The 2005 other segment activity reflects increased costs associated with complying with Sarbanes-Oxley Act internal control regulations, long term incentive compensation, and employee search and relocation expenses. In addition, the 2004 other segment results were favorably impacted by gains from an equipment transaction and an employee postretirement benefit plan curtailment.

Net income increased in the first ~~six~~nine months of 2005 compared to 2004 primarily as a result of higher operating segment income and ~~income tax accrual reductions.~~lower realized/unrealized losses on open block assets. The year-to-date increases were partially offset by costs accrued for litigation and early retirement of debt recognized in the third quarter of 2005. Net income decreased for the ~~second~~third quarter of 2005 compared to the ~~second~~third quarter of 2004 primarily due to the ~~2004 reduction in~~litigation charge, early retirement of debt, and higher DAC and VOBA amortization associated with open block gains and losses. The decreases for the quarter were partially offset by increased segment operating results and income ~~tax accrual and change in the deferred tax valuation allowance which reduced income tax expense $13.1 million in the second quarter of 2004.~~from derivative market value adjustments.

Total assets increased ~~$1.1~~$1.4 billion during the first ~~six~~nine months of 2005 primarily as a result of net cash received from collected premiums and deposits, positive cash flows from operating activities and the utilization of securities lending arrangements. Liabilities increased ~~$983 million~~$1.3 billion primarily due to policy reserves and policyowner funds which increased due to the higher volume of insurance in force, additional securities lending arrangements, and increased annuity sales. Stockholders’ equity increased ~~$94~~$74.4 million in the first ~~six~~nine months of 2005 primarily as a result of the issuance of preferred stock which resulted in net proceeds of $145.3 million, year-to-date net income of ~~$97 million, higher unrealized gains on available-for-sale investments of $14~~$135.7 million and stock issued under various incentive plans of $8$22.5 million. The increase was partially offset by treasury stock purchases of ~~$25~~$150.7 million and decreased unrealized gains on available-for-sale investments of $89.0 million. The unrealized gains included in accumulated other comprehensive income are presented after related adjustments to DAC, VOBA, capitalized deferred sales inducements, closed block policyowner dividend obligation, unearned revenue reserves and deferred income taxes.

PROTECTION PRODUCTS

Our protection products segment primarily consists of interest-sensitive whole life, term life, universal life and indexed life insurance policies. These products are marketed on a national basis primarily through CMOs, a PPGA distribution system, IMOs and a New York distribution system. Included in protection products is the closed block of ALIC and the closed block of ILIC, established when the companies reorganized from mutual companies to stock companies. When protection products are sold, we invest the premiums we receive in our investment portfolio and establish a liability representing our commitment to the policyowner. We manage investment spread by seeking to maximize the return on these invested assets, consistent with our asset/liability and credit quality policies. We enter into reinsurance arrangements in order to reduce the effects of mortality risk and the statutory capital strain from writing new business. All income statement line items are presented net of reinsurance amounts. Protection products in force totaled ~~$99.9~~$101.1 billion at ~~June~~September 30, 2005 and $97.5 billion at December 31, 2004. Protection products in force is a performance measure utilized by investors, analysts and the Company to assess the Company’s position in the industry. A summary of our protection products segment operations follows:

2425


	For The Three Months Ended June 30,						For The Six Months Ended June 30,					For The Three Months Ended September 30,					For The Nine Months Ended September 30,
	2005			2004			2005		2004			2005			2004		2005			2004
	($ in thousands)											$( in thousands)
Revenues:
Insurance premiums	$	59,569		$	62,427		$	121,052	$	132,143		$	53,535		$	62,829	$	174,587		$	194,972
Product charges		40,646			41,640			87,723		77,099			51,350			45,029		139,073			122,128
Net investment income		92,983			81,186			179,869		162,444			88,930			83,909		268,799			246,353
Realized gains (losses) on closed block investments		(40	)		(4,473	)		90		(3,643	)		(650	)		1,911		(560	)		(1,732	)
Other income		857			928			1,718		1,834			879			810		2,597			2,644

Total revenues		194,015			181,708			390,452		369,877			194,044			194,488		584,496			564,365


Benefits and expenses:
Policyowner benefits		79,174			91,205			168,375		184,600			87,918			96,350		256,293			280,950
Underwriting, acquisition and other expenses		19,486			19,115			37,879		36,073			19,473			18,134		57,352			54,207
Amortization of DAC and VOBA, net of open block gain/loss adjustment		22,107			25,527			46,978		44,768			27,598			21,443		74,576			66,211
Dividends to policyowners		31,862			10,934			51,864		36,418			18,769			24,537		70,633			60,955

Total benefits and expenses		152,629			146,781			305,096		301,859			153,758			160,464		458,854			462,323


Pre-tax operating income — Protection Products segment	$	41,386		$	34,927		$	85,356	$	68,018		$	40,286		$	34,024	$	125,642		$	102,042

Premiums and Product Charges.We recognize premiums on traditional life insurance policies as revenues when the premiums are due. Amounts received as payments for universal life and indexed life insurance policies are not recorded as premium revenue, but are instead recorded as a policyowner liability. Revenues from the universal life and indexed life policies consist of charges for the cost of insurance, policy administration and policy surrender and are shown as product charges. All revenue is reported net of reinsurance ceded.

Insurance premium revenue was lower in the first ~~six~~nine months of 2005 as compared to the same period in 2004 primarily due to a decline in closed block in force business and our shift in product mix from traditional to indexed life products. Product charge revenue was higher in the first ~~six~~nine months of 2005 period as compared to 2004 due to growth in the indexed life block of business.

Persistency.Persistency, which we measure in terms of a lapse rate, is a key driver of our business because it refers to the policies which remain in our block of business. A low lapse rate means higher persistency indicating more business is remaining in force to generate future revenues. Annualized lapse rates, based on a rolling four quarter period, were ~~6.2%~~6.6% as of ~~June~~September 30, 2005 compared to ~~6.3%~~6.7% as of ~~June~~September 30, 2004. ~~This decrease primarily resulted from higher 2004 lapses following dividend reductions we previously made on our policies.~~ Our persistency experience remained within our pricing assumptions.

Net Investment Income.Net investment income is a key driver of our business as it reflects earnings on our invested assets. Net investment income increased for the first ~~six~~nine months of 2005 as compared to the same period a year ago as a result of the growth in protection products assets and increase in the portfolio earned rate. Protection products assets increased approximately ~~$349~~$314 million in 2005 over 2004. The year-to-date earned rate of the investment portfolio was ~~6.65%~~6.60% compared to 6.42% a year ago.

Mortality and Benefit Expense.Mortality is a key driver of our business as it impacts the amount of our benefit expense. We utilize reinsurance to reduce the effects of mortality risk. Benefit expense was lower in the first ~~six~~nine months of 2005 compared to 2004 primarily due to the continued decline in the in force closed block business. Open block mortality remained within our pricing assumptions.

Underwriting, Acquisition and Other Expenses.Underwriting, acquisition and other expenses are a key driver of our business as they are costs of our operations. Expenses increased ~~slightly~~ for the first ~~six~~nine months of 2005 compared to 2004 primarily due to increased state premium taxes and higher employee benefit costs and additional expenses of ~~integrating~~moving ILIC ~~in force~~post issue policy ~~services~~service and data center activities from ~~the~~ Woodbury, New York ~~site~~ to Des Moines, Iowa.

Amortization of DAC and VOBA.The amortization of DAC and VOBA are expense items which increased for the first ~~six~~nine months of 2005 as compared to 2004. DAC and VOBA are generally amortized in proportion to policy gross margins which increased in 2005, resulting in higher amortization expense.

Dividends to Policyowners.In addition to basic policyowner dividends, dividend expense includes increases or decreases to the closed block policyowner dividend obligation liability carried on the consolidated balance sheet. The actual results of the closed block are adjusted to equal the expected earnings based on the actuarial calculation at the time of formation of the closed block (which we refer to as the closed block glide path). ~~The~~An adjustment is made to

dividend expense to have the closed block operating results equal the closed block glide ~~path is made to dividend expense.~~path. If the actual results for the period exceed the closed block glide path, increased dividend expense is recorded as a policyowner dividend obligation to reduce the actual closed block results. For actual results less than the closed block glide path, dividend expense is reduced to increase the actual closed block results. As a result of this accounting treatment, operating earnings from the closed block only include the predetermined closed block glide path.

Dividend expense increased for the first ~~six~~nine months of 2005 compared to 2004 due to closed block actual results in excess of glide ~~path.~~path for both periods, with results being more favorable in 2005 than 2004. The year-to-date actual closed block results reflected favorable surrender activity and lower ~~realized losses on closed block investments~~basic policyowner dividends as compared to 2004. Dividend expense decreased for the third quarter of 2005 compared to 2004 due to closed block actual results in excess of the glide path for both periods, with results being less favorable in 2005 than 2004.

Outlook.We will continue to focus our sales on indexed life products which we expect will favorably impact our product margins. We also expect to incur additional expenses in 2005 to further integrate administrative functions to enhance operating efficiencies in future periods.

ACCUMULATION PRODUCTS

Our accumulation products segment primary offerings consist of individual fixed annuities and funding agreements. The fixed annuities are marketed on a national basis primarily through IMOs and independent brokers. Similar to our protection products segment, we invest the premiums we receive from accumulation product deposits in our investment portfolio and establish a liability representing our commitment to the policyowner. We manage product spread by seeking to maximize the return on our invested assets consistent with our asset/liability management and credit quality policies. When appropriate, we periodically reset the interest rates credited to our policyowner liability. Accumulation products reserves totaled ~~$13.0~~$13.3 billion at ~~June~~September 30, 2005 and $12.3 billion at December 31, 2004. A summary of our accumulation products segment operations follows:


	For The Three Months Ended June 30,				For The Six Months Ended June 30,				For The Three Months Ended September 30,					For The Nine Months Ended September 30,
	2005		2004		2005		2004		2005		2004			2005		2004
	($ in thousands)								($ in thousands)
Revenues:
Immediate annuity and supplementary contract premiums	$	1,056	$	859	$	1,536	$	1,582	$	727	$	541		$	2,263	$	2,123
Product charges		13,992		12,644		25,948		26,747		13,589		16,426			39,537		43,173
Net investment income		183,553		168,218		365,199		342,481		189,332		177,599			554,531		520,080
Other income		2,663		2,626		5,204		5,377		2,551		2,681			7,755		8,058

Total revenues		201,264		184,347		397,887		376,187		206,199		197,247			604,086		573,434


Benefits and expenses:
Policyowner benefits		132,895		114,261		257,623		235,079		130,529		121,073			388,152		356,152
Underwriting, acquisition and other expenses		6,901		7,106		14,161		13,438		7,230		7,896			21,391		21,334
Amortization of DAC and VOBA		21,159		25,749		46,206		55,679		22,030		26,324			68,236		82,003
Dividends to policyowners		2		2		3		2		1		1			4		3

Total benefits and expenses		160,957		147,118		317,993		304,198		159,790		155,294			477,783		459,492


IMO Operations:
Other income		7,153		7,327		16,164		14,063		7,331		7,463			23,495		21,526
Other expenses		5,572		6,219		13,503		10,715		5,873		7,843			19,376		18,558

Net IMO operating income (loss)		1,581		1,108		2,661		3,348		1,458		(380	)		4,119		2,968


Pre-tax operating income — Accumulation Products segment	$	41,888	$	38,337	$	82,555	$	75,337	$	47,867	$	41,573		$	130,422	$	116,910

months of 2005 increased as compared to the first ~~six~~nine months of 2004 primarily as a result ofhigher costs in 2005 for complying with Sarbanes-Oxley Act internal control regulations, long term incentive compensation, and employee search and relocation expenses. In addition, the 2004 other segment results were favorably impacted by gains on an equipment transaction and an employee postretirement benefit plan curtailment which occurred in the first quarter of ~~2004 and higher costs associated with Sarbanes-Oxley Act internal control regulations in the first six months of 2005 compared to~~ 2004.

INCOME STATEMENT RECONCILIATION

A reconciliation of our segment pre-tax operating income to net income as shown in our consolidated statements of income follows:


	For The Three Months Ended June 30,						For The Six Months Ended June 30,						For The Three Months Ended September 30,						For The Nine Months Ended September 30,
	2005			2004			2005			2004			2005			2004			2005			2004
	($ in thousands)						($ in thousands)						($ in thousands)						($ in thousands)
Segment pre-tax operating income:
Protection Products	$	41,386		$	34,927		$	85,356		$	68,018		$	40,286		$	34,024		$	125,642		$	102,042
Accumulation Products		41,888			38,337			82,555			75,337			47,867			41,573			130,422			116,910
Other operations		(5,463	)		(3,849	)		(11,232	)		(5,624	)		(6,605	)		(4,204	)		(17,837	)		(9,828	)

Total segment pre-tax operating income		77,811			69,415			156,679			137,731			81,548			71,393			238,227			209,124

Non-segment items — increases (decreases) to income:
Realized and unrealized gains (losses) on assets and liabilities:
Realized/unrealized gains (losses) on open block assets		(1,517	)		(8,851	)		(1,340	)		(33,581	)		(793	)		3,443			(2,133	)		(30,138	)
Unrealized gains (losses) on open block options and trading investments		7,823			(31,226	)		(41,428	)		(7,411	)		24,805			(2,841	)		(16,623	)		(10,252	)
Change in option value of indexed products and market value adjustments on total return strategy annuities		(31,745	)		37,288			12,589			13,555			6,814			(7,629	)		19,403			5,926
Cash flow hedge amortization		38			(351	)		77			(813	)		35			(140	)		112			(953	)
(Amortization) restoration of DAC and VOBA due to open block realized/unrealized gains and losses		8,208			(7,002	)		5,383			(5,742	)
(Amortization) restoration of DAC and VOBA due to open block gains and losses														(9,086	)		2,495			(3,703	)		(3,247	)
Litigation following class certification, net														(9,380	)		—			(9,380	)		—
Other income (loss) from non-insurance operations		12			1,360			(365	)		1,161			160			(25	)		(205	)		1,136


Income from continuing operations		60,630			60,633			131,595			104,900			94,103			66,696			225,698			171,596

Interest expense		(8,191	)		(7,936	)		(15,971	)		(16,334	)		(7,725	)		(7,810	)		(23,696	)		(24,144	)
Early extinguishment of debt														(19,082	)		—			(19,082	)		—
Income tax expense		(16,872	)		(3,921	)		(18,569	)		(10,050	)		(28,677	)		(16,024	)		(47,246	)		(26,074	)


Net income from continuing operations		35,567			48,776			97,055			78,516			38,619			42,862			135,674			121,378

Income from discontinued operations, net of tax		—			—			—			3,899			—			—			—			3,899
Cumulative effect of change in accounting, net of tax		—			—			—			(510	)		—			—			—			(510	)


Net income	$	35,567		$	48,776		$	97,055		$	81,905			38,619			42,862			135,674			124,767

Dividends on preferred stock														—			—			—			—


Net income available to common stockholders													$	38,619		$	42,862		$	135,674		$	124,767

Unrealized gains (losses) on open block options and trading investments also will fluctuate from period to period depending on the prevailing interest rate, the economic environment and credit events. We also have trading securities that back our total return strategy traditional annuity products. The market value adjustment on the trading securities resulted in unrealized losses of $1.5 million and $14.9 million in the third quarter and first nine months of 2005, respectively, and an unrealized gain of $14.5 million and an unrealized loss of $4.9 million in the third quarter and first nine months of 2004, respectively. In addition, we use options to hedge our indexed products. In accounting for derivatives, we adjusted our options to market value, which, due to the economic environment and stock market conditions, resulted in an unrealized ~~loss of $0.5 million and $28.0 million in the second quarter and first six months of 2005, respectively, and an unrealized~~ gain of ~~$5.9 million and $12.1 million in the second quarter and first six months of 2004, respectively. In addition, we also have trading securities that back~~

~~our total return strategy traditional annuity products. The market value adjustment on the trading securities resulted in an unrealized gain of $8.3~~$26.3 million and an unrealized loss of ~~$13.4~~$1.7 million in the ~~second~~third quarter and first ~~six~~nine months of 2005, respectively, and an unrealized loss of ~~$37.1~~$17.4 million and ~~$19.5~~$5.3 million in the ~~second~~third quarter and first ~~six~~nine months of 2004, respectively.

Most of the unrealized gains and losses on the options and trading securities assets are offset by similar adjustments to the option portion of the indexed product reserves and to the total return strategy annuity reserves. The reserve adjustments are reflected in policyowner benefits expense in the consolidated statements of income as the change in option value of indexed products and ~~are included~~market value adjustments on total return strategy annuities. The total adjustment to policyowner benefits amounted to decreased expense of $6.8 million and $19.4 million in the ~~fair value change as~~third quarter and first nine months of 2005, respectively, and increased expense of ~~$31.8~~$7.6 million and decreased expense of ~~$12.6~~$5.9 million in the ~~second~~third quarter and first ~~six months of 2005, respectively, and decreased expense of $37.3 million and $13.6 million in the second quarter and first six~~nine months of 2004, respectively.

The fair value change in options embedded within our indexed products and the fair value changes on our total return strategy fixed annuity contracts are being recorded at fair value. As previously discussed, these fair value changes are offset by similar adjustments to unrealized gains (losses) on investments related to the fair value changes on the options that hedge the indexed products and on the trading securities that back the total return strategy products.

DAC and VOBA amortization is adjusted for realized and unrealized gains and losses and derivative related market value adjustments. As a result of the fluctuating gains and losses and derivative adjustments between periods, amortization expense ~~decreased $15.2~~increased $11.6 million in the ~~second~~third quarter of 2005 as compared to the same period in 2004 and ~~decreased $11.1~~increased $0.5 million between year-to-date periods.

Litigation Following Class Certification, Net.A charge was taken in the third quarter of 2005, net of insurance recoveries, in connection with pending litigation and results primarily from the estimated cost of a proposed California settlement in Cheves v. American Investors Life Insurance Company, Family First Advanced Planning et al.

Early Extinguishment of Debt.In September, 2005, holders of our $185.0 million aggregate original principal amount of OCEANs exercised their conversion rights which resulted in our issuance of 1.7 million shares of common stock and a cash payment of $203 million, including a $12.7 million prepayment premium. The prepayment premium and a write-off of $6.4 million of remaining unamortized debt issuance costs have been reported as early extinguishment of debt expense in the consolidated statement of income.

Income Tax Expense.The effective income tax rate for the first ~~six~~nine months of 2005 and the three and nine months ended September 30, 2004 varied from the prevailing corporate rate primarily as a result of tax exempt interest, dividends received ~~deduction,~~deductions, a reduction in the income tax accrual and a ~~change~~reduction in the deferred tax valuation allowance. The accrual reduction was for the release of provisions originally established for potential tax adjustments which have been settled or ~~eliminated.~~eliminated and for overpayment of tax in prior years for which a refund is expected. The accrual was ~~increased $0.2~~reduced $0.3 million and ~~reduced $19.7~~$13.4 million for the ~~second~~third quarter and first ~~six~~nine months of 2005, respectively, and ~~was~~ reduced ~~$2.7~~$3.7 million and ~~$7.9~~$11.6 million for the ~~second~~third quarter and first ~~six~~nine months of 2004, respectively. The deferred tax asset valuation allowance was reduced $10.4 million in the second quarter of 2004 as a result of the realization of capital loss carryforwards. The effective income tax rate for the third quarter of 2005 varied from the prevailing corporate rate primarily due to additional income tax expense of $6.6 million incurred in the restructuring of our joint venture interest with Ameritas Life Insruance Corp. in which our interest in Ameritas Variable Life Insurance Company was sold to Ameritas Life Insurance Corp. The additional tax expense related to the reversal of taxable temporary differences during the quarter without the benefit of previously anticipated dividends received deductions. The effective income tax rate excluding the accrual changes, the additional tax on the joint venture sale, and the valuation allowance reduction was 33.14% and 32.58% for the nine months ended September 30, 2005 and 2004, respectively.

Discontinued Operations.In November 2003, we entered into an agreement to sell our residential financing operations. The results of the residential financing operations have been classified as discontinued operations. The sale was completed in January 2004, resulting in an after-tax gain of $3.9 million.

Change in Accounting.Effective January 1, 2004, the Company adopted SOP 03-1 resulting in the establishment of additional policy reserve liabilities for fees charged for insurance benefit features which are assessed in a manner that is expected to result in profits in earlier years and losses in subsequent years. The total effect of adopting SOP 03-1 (including reinsurance recoverables) as of January 1, 2004, amounted to a decrease of $0.8 million ($0.5 million after-tax) in net income which has been reflected as a cumulative effect of a change in accounting.

ACCOUNTING DEVELOPMENTS

periods presented or prior interim periods of the year of adoption. Early adoption is permitted. We ~~continue~~plan to ~~evaluate the impacts of~~adopt SFAS 123R ~~which will be adopted~~effective January 1, ~~2006.~~2006 using the modified prospective method. The pro forma impacts of recognizing fair value as permitted by SFAS 123 are disclosed in note 1 to the consolidated financial statements.

In July 2005, the FASB issued a proposed FASB Staff Position (FSP) that would amend SFAS 13, “Accounting for Leases.” Currently, under SFAS 13 if a change in an important lease assumption changes the total estimated net income under the lease, then a recalculation of the net investment in the leveraged lease must occur. The FSP provides that changes affecting the timing of cash flows but not the total net income under a leveraged lease will also trigger a recalculation of the lease. We have a leveraged lease investment known as a lease-in, lease-out (LILO) transaction which would be subject to the FSP. If the FSP is finalized as proposed, the change in the timing of cash flows applicable to the LILO would result in an after-tax charge to operations of approximately $10.8 million on December 31, 2005. Under the proposed FSP, the charge would be reported as a cumulative effect of a change in accounting in the consolidated statement of income and would be recognized as income over the remaining term of the LILO.

LIQUIDITY AND CAPITAL RESOURCES

AmerUs Group Co.

As a holding company, ~~AmerUs Group Co.’s~~our cash flows from operations consist of dividends from subsidiaries, if declared and paid, interest from income on loans and advances to subsidiaries (including a surplus note issued to us by ALIC), investment income on our assets and fees which we charge our subsidiaries, offset by the expenses incurred for debt service, salaries and other expenses.

The payment of dividends by our insurance subsidiaries is regulated under various state laws. Generally, under the various state statutes, our insurance subsidiaries’ dividends may be paid only from the earned surplus arising from their respective businesses and must receive the prior approval of the respective state regulator to pay any dividend that would exceed certain statutory limitations. The current statutes generally limit any dividend, together

with dividends paid out within the preceding 12 months, to the greater of (i) 10% of the respective company’s policyowners’ statutory surplus as of the preceding year end or (ii) the statutory net gain from operations for the previous calendar year. Generally, the various state laws give the state regulators discretion to approve or disapprove requests for dividends in excess of these limits. We also consider risk-based capital levels, capital and liquidity operating needs, and other factors prior to paying dividends from the insurance subsidiaries. Based on the state law limitations and 2004 results, our life insurance subsidiaries could pay us an estimated $186 million in dividends in 2005 without obtaining regulatory approval. Our life insurance subsidiaries paid us approximately $20.1 million in ~~the second quarter of 2005.~~dividends this year.

We have a $200 million revolving credit facility, which we refer to as the Revolving Credit Agreement, with a syndicate of lenders. In the second quarter of 2005, we used our Revolving Credit Agreement to retire a portion of the $125 million senior notes payable. The borrowings were repaid from proceeds of our $300 million debt offering in August 2005. As of ~~June~~September 30, 2005, ~~the~~there was no outstanding loan ~~balance was $100 million.~~balance. The Revolving Credit Agreement provides for typical events of default and covenants with respect to the conduct of business and requires the maintenance of various financial levels and ratios. Among other covenants, we (a) cannot have a leverage ratio greater than 0.35:1.0, (b) cannot have an interest coverage ratio less than 2.50:1.0, (c) are prohibited from paying cash dividends on common stock in excess of an amount equal to 3% of consolidated net worth as of the last day of the preceding fiscal year, (d) must cause our insurance subsidiaries to maintain certain levels of risk-based capital, and (e) are prohibited from incurring additional indebtedness for borrowed money in excess of certain limits typical for such lines of credit. We closely monitor all of these covenants to ensure continued compliance.

On July 12, 2005, we filed a $1.5 billion shelf registration statement on Form S-3 with the Securities and Exchange Commission (the Shelf Registration), which was declared effective on July 15. The Shelf Registration will allow us to issue a variety of debt and/or equity securities when market opportunities and the need for financing arise. We utilized the shelf to issue senior notes and preferred stock in the third quarter of 2005. We have $1.05 billion of shelf capacity remaining.

On August 5, 2005, we issued $300.0 million of senior notes under the Shelf Registration. The senior notes bear interest at 5.95% per year payable semi-annually on February 15 and August 15 of each year, commencing on February 15, 2006. The senior notes mature on August 15, 2015 and may be redeemed at our option at any time, in whole or in part, subject to payment of a redemption premium. The net proceeds from the offering were primarily utilized to repay revolving credit borrowings, repurchase common stock and convert the $185.0 million aggregate principal OCEANs described below.

In September 2005, holders of our $185.0 million aggregate original principal amount of OCEANs exercised their conversion rights which resulted in our issuance of 1.7 million shares of common stock and a cash payment of $203 million, including a $12.7 million prepayment premium. The prepayment premium and a write-off of $6.4 million of remaining unamortized debt issuance costs have been reported as early extinguishment of debt expense in the consolidated statement of income.

On September 26, 2005, we issued 6.0 million shares of Series A Non-Cumulative Perpetual Preferred Stock with no par value under the Shelf Registration. Net proceeds amounted to $145.3 million after the related underwriting discount and other costs. Dividends on the preferred stock are non-cumulative and are payable quarterly, when, as and if declared by the board of directors, in whole or in part out of legally available funds. Dividends on the preferred stock accrued from September 26, 2005 with the first dividend payable on December 15, 2005 at a fixed rate of 7.25% per annum of the liquidation preference of $25 per share. Subject to certain restrictions, the Company may redeem the preferred stock at any time in whole, prior to September 15, 2010, at a cash redemption price equal to the greater of $25 per share or the sum of the present values of $25 per share plus any declared and unpaid dividends to the redemption date, without accumulation of any undeclared dividends, and any undeclared dividends for the dividend periods from the redemption date to and including the dividend payment date on September 15, 2010. On or after the dividend payment date in September 2010, the shares may be redeemed at a price of $25 per share or $150.0 million in

the aggregate plus declared and unpaid dividends to the redemption date without accumulation of any undeclared dividends. The preferred stock has no stated maturity and is not convertible into any other security. The proceeds from the Series A Perpetual Preferred Stock were used to repay borrowings under the Revolving Credit Agreement and for general corporate purposes.

The Company has several options for deploying excess capital, including supporting higher sales growth, reducing debt levels, pursuing acquisitions and buying back common stock. Our Board of Directors approved a stock purchase program effective June 24, 2005, under which we may purchase up to six million shares of our common stock at such times and under such conditions, as we deem advisable. The purchases may be made in the open market or by such other means as we determine to be appropriate, including privately negotiated purchases. The purchase program supercedes all prior purchase programs. We plan to fund the purchase program from a combination of our internal sources and dividends from insurance subsidiaries. We purchased 2.5 million shares in the third quarter of 2005 under the current purchase plan and we purchased 0.5 million shares in the first six months of 2005 under prior purchase ~~plans, including an~~plans. The purchases of shares included buybacks under two accelerated share repurchase ~~program.~~programs. The accelerated share repurchase ~~program~~programs allowed the Company to purchase the shares immediately, with ~~a third party~~the counterparty purchasing the shares in the open market. Except with the approval of the counterparty, the terms of the accelerated share repurchase agreement do not allow us to purchase additional shares until February 2006. As of ~~June~~September 30, 2005, ~~six~~3.5 million shares remain available for repurchase under the purchase program.

On July 12, 2005, we filed a shelf registration statement on Form S-3, which was declared effective on July 15. The shelf registration statement will allow us to issue a variety of debt and/or equity securities when market opportunities and the need for financing arise.

We manage liquidity on a continuing basis. One way is to minimize our need for capital. We accomplish this by attempting to use our capital as efficiently as possible and by developing capital-efficient products in our insurance subsidiaries. We also manage our mix of sales by focusing on the more capital-efficient products. In addition, we use reinsurance agreements, where cost-effective, to reduce capital strain in the insurance subsidiaries. We also focus on optimizing the consolidated capital structure to properly balance the levels and sources of borrowing and the issuance of equity securities.

Insurance Subsidiaries

~~The~~Our insurance subsidiaries’ sources of cash ~~of our insurance subsidiaries~~ consist primarily of premium receipts; deposits to policyowner account balances; and income from investments, sales, maturities and calls of investments and repayments of investment principal. The uses of cash are primarily related to withdrawals of policyowner account balances, investment purchases, payment of policy acquisition costs, payment of policyowner benefits, repayment of debt, income taxes and current operating expenses. Insurance companies generally produce a positive cash flow from operations, as measured by the amount by which cash flows are adequate to meet benefit obligations to policyowners and normal operating expenses as they are incurred. The remaining cash flow is generally used to increase the asset base to provide funds to meet the need for future policy benefit payments and for writing new business.

Management believes that the current level of cash and available-for-sale, held-for-trading and short-term securities, combined with expected net cash inflows from operations, maturities of fixed maturity investments, principal payments on mortgage-backed securities and sales of its insurance products, will be adequate to meet the anticipated short-term cash obligations of the life insurance subsidiaries.

Matching the investment portfolio maturities to the cash flow demands of the type of insurance being provided is an important consideration for each type of protection product and accumulation product. We continuously monitor benefits and surrenders to provide projections of future cash requirements. As part of this monitoring process, we perform cash flow testing of assets and liabilities under various scenarios to evaluate the adequacy of reserves. In developing our investment strategy, we establish a level of cash and securities which, combined with expected net cash inflows from operations and maturities and principal payments on fixed maturity investment securities, are believed adequate to meet anticipated short-term and long-term benefit and expense payment obligations. There can be no assurance that future experience regarding benefits and surrenders will be similar to historic experience since withdrawal and surrender levels are influenced by such factors as the interest rate environment and general economic conditions and the claims-paying and financial strength ratings of the insurance subsidiaries.

We take into account asset/liability management considerations in the product development and design process. Contract terms for the interest-sensitive products include surrender and withdrawal provisions which mitigate the risk of losses due to early withdrawals. These provisions generally do one or more of the following: limit the amount of penalty-free withdrawals, limit the circumstances under which withdrawals are permitted, or assess a surrender charge or market value adjustment relating to the underlying assets.

In addition to the interest-sensitive products, our insurance subsidiaries have issued funding agreements totaling ~~$986~~$986.2 million outstanding as of ~~June~~September 30, 2005, consisting primarily of six to ten year fixed rate insurance contracts. The assets backing the funding agreements are legally segregated and are not subject to claims that arise out of any other business of the insurance subsidiaries. The funding agreements are further backed by the general account assets of the insurance subsidiaries. The segregated assets and liabilities are included with general account assets in the financial statements. The funding agreements may not be cancelled by the holders unless there is a default under the agreements, but the insurance subsidiaries may terminate the agreements at any time.

We also have variable separate account assets and liabilities representing funds that are separately administered, principally for variable annuity contracts, and for which the contractholder bears the investment risk. Separate account assets and liabilities are reported at fair value and amounted to ~~$224.3~~$225.9 million as of ~~June~~September 30, 2005. Separate account contractholders generally have no claim against the assets of the general account, except with respect to certain insurance benefits. The operations of the separate accounts are not included in the accompanying consolidated financial statements.

Through their respective memberships in the Federal Home Loan Banks (FHLB) of Des Moines, Topeka and Indianapolis; ALIC, American and ILIC are eligible to borrow under variable-rate short term federal funds arrangements to provide additional liquidity. These borrowings are secured and interest is payable at the current rate at the time of each advance. There were no borrowings outstanding under these arrangements at ~~June~~September 30, 2005. In addition, ALIC has long-term fixed rate advances from the FHLB outstanding of ~~$12.3~~$12.2 million at ~~June~~September 30, 2005.

The insurance subsidiaries may also obtain liquidity through sales of investments. The investment portfolio as of ~~June~~September 30, 2005 had a carrying value of ~~$19.9~~$20 billion, including closed block investments.

The level of capital in the insurance companies is regulated by risk-based capital formulas and is monitored by rating agencies. In order to maintain appropriate capital levels, it may be necessary from time to time for AmerUs Group Co. to provide additional capital to the insurance companies.

We participate in a securities lending program whereby certain fixed maturity securities from the investment portfolio are loaned to other institutions for a short period of time. We receive a fee in exchange for the loan of securities and require initial collateral equal to 102 percent, with an on-going level of 100 percent, of the market value of the loaned securities to be separately maintained. Securities with a market value of ~~approximately $470.5~~$453.8 million and $342.6 million were on loan under the program and we were liable for cash collateral under our control of ~~approximately $484.3~~$469.1 million and $351.7 million at ~~June~~September 30, 2005 and December 31, 2004, respectively. The collateral held under the securities lending program has been included in cash and cash equivalents in the consolidated balance sheet and the obligation to return the collateral upon the return of the loaned securities has been included in accrued expenses and other liabilities.

We may also enter into securities borrowing arrangements from time to time whereby we borrow securities from other institutions and pay a fee. Securities borrowed amounted to ~~$133.4~~$130.8 million and $138.2 million at ~~June~~September 30, 2005, and December 31, 2004, respectively, and are also included in accrued expenses and other liabilities in the consolidated balance sheet.

At ~~June~~September 30, 2005, the statutory surplus of the insurance subsidiaries was approximately $1.1 billion. Management believes that each life insurance company has statutory capital which provides adequate risk based capital that exceeds required levels.

Market risk represents the potential for loss due to adverse changes in the fair value of financial instruments. The market risks related to our financial instruments primarily relate to the investment portfolio, which exposes us to risks related to interest rates, credit quality and prepayment variation. Analytical tools and monitoring systems are in place to assess each of these elements of market risk.

Interest rate risk is the price sensitivity of a fixed income security to changes in interest rates. Management views these potential changes in price within the overall context of asset and liability management. Actuarial professionals estimate the cash flow pattern of our liabilities to determine their duration. This is then compared to the characteristics of the assets that are currently backing the liabilities to arrive at an asset allocation strategy for future investments that management believes mitigates the overall effect of interest rates.

For variable and indexed products, profitability on the portion of the policyowner’s account balance invested in the fixed general account option, if any, is also affected by the spreads between interest yields on investments and rates credited to the policies. For the variable products, the policyowner assumes essentially all the investment earnings risk for the portion of the account balance invested in the separate accounts. For the indexed products, we primarily purchase call options that are designed to match the return owed to contract holders who elect to participate in one or more market indices. Profitability on the portion of the indexed products tied to market indices is significantly impacted by the spread on interest earned on investments and the sum of (1) the cost of underlying call options purchased to match the returns owed to contract holders and (2) the minimum interest guarantees owed to the contract holder, if any. Profitability on the indexed products is also impacted by changes in the fair value of the embedded option which provides the contract holder the right to participate in market index returns after the next anniversary date of the contract. This impacts profitability as we primarily purchase one-year call options to fund the returns owed to the contract holders at the inception of each contract year. This practice matches with the contract holders’ rights to switch to different indices on each anniversary date. The value of the forward starting options embedded in the indexed products can fluctuate with changes in assumptions as to future volatility of the market indices, risk free interest rates, market returns and the lives of the contracts.

The following table provides information about our fixed maturity investments and mortgage loans for both our trading and other than trading portfolios at ~~June~~September 30, 2005. The table presents amortized cost and related weighted average interest rates by expected maturity dates. The amortized cost approximates the cash flows of principal amounts in each of the periods. The cash flows are based on the earlier of the call date or the maturity date or, for mortgage-backed securities, expected payment patterns. Actual cash flows could differ from the expected amounts.

government agencies or are rated A or better by Moody’s, Standard and Poor’s, or the NAIC. Less than 7.8% of the bond portfolio is below investment grade. Fixed maturity securities have an average life of approximately ~~9.44~~9.75 years.

Prepayment risk refers to the changes in prepayment patterns that can either shorten or lengthen the expected timing of the principal repayments and thus the average life and the effective yield of a security. Such risk exists primarily within the portfolio of mortgage-backed securities. Management monitors such risk regularly. We invest primarily in those classes of mortgage-backed securities that have average or lower prepayment risk.

Our use of derivatives is generally limited to hedging purposes and has principally consisted of using interest rate swaps, options and futures. These instruments, viewed separately, subject us to varying degrees of market and credit risk. However when used for hedging, the expectation is that these instruments would reduce overall market risk. Credit risk arises from the possibility that counterparties may fail to perform under the terms of the contracts.

Equity price risk is the potential loss arising from changes in the value of equity securities. In general, equities have more year-to-year price variability than intermediate term bonds. However, returns over longer time frames have been consistently higher.

All of the above risks are monitored on an ongoing basis. A combination of in-house systems and proprietary models and externally licensed software are used to analyze individual securities as well as each portfolio. These tools provide the portfolio managers with information to assist them in the evaluation of the market risks of the portfolio.

Item 4. Controls and Procedures

(a) Based upon their evaluation as of the end of the period covered by this Quarterly Report on Form 10-Q, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, are effective for recording, processing, summarizing and reporting the information we are required to disclose in our reports filed under such act.

(b) There was no change in our internal control over financial reporting during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table sets forth information regarding purchases of equity securities for the ~~six~~nine months ended ~~June~~September 30, 2005:

~~Item 4. Submission of Matters to a Vote of Security Holders~~

At the annual meeting of the Company’s shareholders on April 28, 2005, the Company’s shareholders approved (1) the reelection of Thomas F. Gaffney, Louis A. Holland, Ward M. Klein, Andrew J. Paine, Jr., Jack C. Pester, and Heidi L. Steiger; (2) the issuance of shares in connection with the Company’s stock incentive plan; (3) performance-based procedures to be followed in granting executive incentive compensation awards; and (4) the ratification of the appointment by the Board of Directors of the Company of Ernst & Young LLP as the Company’s independent auditors. The result of the vote is as follows:


		~~Election of Thomas F. Gaffney~~

		~~For:~~			~~24,222,063~~
		~~Withheld:~~			~~2,622,528~~

		~~Election of Louis A. Holland~~

		~~For:~~			~~24,848,086~~
		~~Withheld:~~			~~1,996,505~~

		~~Election of Ward M. Klein~~

		~~For:~~			~~24,228,720~~
		~~Withheld:~~			~~2,615,871~~

		~~Election of Andrew J. Paine, Jr.~~

		~~For:~~			~~24,225,191~~
		~~Withheld:~~			~~2,619,400~~

		~~Election of Jack C. Pester~~

		~~For:~~			~~25,045,222~~
		~~Withheld:~~			~~1,799,369~~

		~~Election of Heidi L. Steiger~~

		~~For:~~			~~25,050,859~~
		~~Withheld:~~			~~1,793,732~~

		~~Issue Shares in Conjunction with the Company’s Stock Incentive Plan~~

		~~For:~~			~~22,798,266~~
		~~Against:~~			~~3,259,343~~
		~~Abstaining:~~			~~786,982~~

		~~Performance-Based Procedures to be Followed in Granting Incentive Compensation Awards~~

		~~For:~~			~~19,465,855~~
		~~Against:~~			~~3,775,343~~
		~~Abstaining:~~			~~739,334~~

AMERUS GROUP CO. AND SUBSIDIARIES

INDEX TO EXHIBITS


Exhibit
No.		Description
2.1		Combination and Investment Agreement, dated February 18, 2000, among American Mutual Holding Company, AmerUs Life Holdings, Inc., Indianapolis Life Insurance Company and The Indianapolis Life Group of Companies, Inc., filed as Exhibit 2.1 to AmerUs Life Holdings, Inc.’s report on Form 8-K/A on March 6, 2000, is hereby incorporated by reference.

2.2		Purchase Agreement, dated as of February 18, 2000, by and between American Mutual Holding Company and AmerUs Life Holdings, Inc., filed as Exhibit 2.5 on Form 10-K, dated March 8, 2000, is hereby incorporated by reference.

2.3		Agreement and Plan of Merger, dated December 17, 1999, by and between American Mutual Holding Company and AmerUs Life Holdings, Inc., filed as Exhibit 2.6 on Form 10-K, dated March 8, 2000, is hereby incorporated by reference.

2.4		Amendment No. 1 to Agreement and Plan of Merger, dated February 18, 2000, by and between American Mutual Holding Company and AmerUs Life Holdings, Inc., filed as Exhibit 2.7 on Form 10-K, dated March 8, 2000, is hereby incorporated by reference.

2.5		Letter Agreement, dated December 17, 1999, by and between American Mutual Holding Company and AmerUs Life Holdings, Inc., filed as Exhibit 2.8 on Form 10-K, dated March 8, 2000, is hereby incorporated by reference.

2.6		Notification Agreement, dated as of February 18, 2000, by and among American Mutual Holding Company, AmerUs Life Holdings, Inc. and Bankers Trust Company, filed as Exhibit 2.9 on Form 10-K, dated March 8, 2000, is hereby incorporated by reference.

2.7		Amendment No. 2 to Agreement and Plan of Merger, dated April 3, 2000, by and between American Mutual Holding Company and AmerUs Life Holdings, Inc., filed as Exhibit 2.10 on Form 10-Q, dated May 15, 2000, is hereby incorporated by reference.

2.8		Amendment No. 1 to the Purchase Agreement, dated April 3, 2000, by and between American Mutual Holding Company and AmerUs Life Holdings, Inc., filed as Exhibit 2.11 on Form 10-Q, dated May 15, 2000, is hereby incorporated by reference.

2.9		Amendment to Combination and Investment Agreement dated February 18, 2000 among American Mutual Holding Company, AmerUs Life Holdings, Inc., Indianapolis Life Insurance Company and The Indianapolis Life Group of Companies, Inc., dated September 18, 2000, filed as Exhibit 2.2 to Form 8-K12G3 of the Registrant dated September 21, 2000, is hereby incorporated by reference.

2.10		Stock Purchase Agreement, dated January 1, 2002, by and among AmerUs Annuity Group Co., and the Stockholders of Family First Advanced Estate Planning and Family First Insurance Services, filed as Exhibit 2.13 on Form 10-Q dated August 12, 2002, is hereby incorporated by reference.

~~3.1~~3.1*		Amended and Restated Articles of Incorporation of the Registrant as of ~~May 20, 2004, filed as Exhibit 3.1 on Form 10-Q, dated May 5, 2005, is hereby incorporated by reference.~~September 26, 2005.

3.2		Amended and Restated Bylaws of the Registrant, filed as Exhibit 3.2 on Form 10-Q, dated August 6, 2004, is hereby incorporated by reference.

4.1		Amended and Restated Trust Agreement dated as of February 3, 1997 among AmerUs Life Holdings, Inc., Wilmington Trust Company, as property trustee, and the administrative trustees named therein (AmerUs Capital I business trust), filed as Exhibit 3.6 to the registration statement of AmerUs Life Holdings, Inc. and AmerUs Capital I on Form S-1, Registration Number 333-13713, is hereby incorporated by reference.

4.2		Indenture dated as of February 3, 1997 between AmerUs Life Holdings, Inc. and Wilmington Trust Company relating to the Company’s 8.85% Junior Subordinated Debentures, Series A, filed as Exhibit 4.1 to the registration statement of AmerUs Life Holdings, Inc. and AmerUs Capital I on Form S-1, Registration Number, 333-13713, is hereby incorporated by reference.

4.3		Guaranty Agreement dated as of February 3, 1997 between AmerUs Life Holdings, Inc., as guarantor, and Wilmington Trust Company, as trustee, relating to the 8.85% Capital Securities, Series A, issued by AmerUs


~~Exhibit~~
~~No.~~		~~Description~~
4.4		Certificate of Trust of AmerUs Capital III filed as Exhibit 4.7 to the registration statement of AmerUs Life Holdings, Inc., AmerUs Capital II and AmerUs Capital III, on Form S-3 (No. 333-50249), is hereby incorporated by reference.

4.5		Senior Indenture, dated as of June 16, 1998, by and between AmerUs Life Holdings, Inc. and First Union National Bank, as Indenture Trustee, relating to the AmerUs Life Holdings, Inc.’s 6.95% Senior Notes, filed as Exhibit 4.14 on Form 10-Q, dated August 13, 1998, is hereby incorporated by reference.

4.6		Subordinated Indenture, dated as of July 27, 1998, by and between AmerUs Life Holdings, Inc. and First Union National Bank, as Indenture Trustee, relating to AmerUs Life Holdings, Inc.’s 6.86% Junior Subordinated Deferrable Interest Debentures, filed as Exhibit 4.15 on Form 10-Q, dated August 13, 1998, is hereby incorporated by reference.

4.7		First Supplement to Indenture dated February 3, 1997 among American Mutual Holding Company, AmerUs Life Holdings, Inc. and Wilmington Trust Company as Trustee, relating to the Company’s 8.85% Junior Subordinated Debentures, Series A, dated September 20, 2000, filed as Exhibit 4.14 on Form 10-Q dated November 14, 2000, is hereby incorporated by reference.

4.8		Assignment and Assumption Agreement to Amended and Restated Trust Agreement, dated February 3, 1997 between American Mutual Holding Company and AmerUs Life Holdings, Inc., dated September 20, 2000, filed as Exhibit 4.15 on Form 10-Q dated November 14, 2000, is hereby incorporated by reference.

4.9		Assignment and Assumption to Guaranty Agreement, dated February 3, 1997 between American Mutual Holding Company and AmerUs Life Holdings, Inc., dated September 20, 2000, filed as Exhibit 4.16 on Form 10-Q, dated November 14, 2000, is hereby incorporated by reference.

4.10		First Supplement to Senior Indenture dated June 16, 1998, relating to AmerUs Life Holdings, Inc.’s 6.95% Senior Notes, among American Mutual Holding Company, AmerUs Life Holdings, Inc. and First Union National Bank, as Trustee, dated September 20, 2000, filed as Exhibit 4.23 on Form 10-Q, dated November 14, 2000, is hereby incorporated by reference.

4.11		Indenture dated as of March 6, 2002 between AmerUs Group Co. and BNY Midwest Trust Company, as Trustee, filed as Exhibit 4.1 on form 8-K/A, dated February 28, 2002, is hereby incorporated by reference.

~~4.12~~		Form of Purchase Contract Agreement between AmerUs Group Co. and Wachovia Bank, National Association (formerly known as First Union National Bank), as Purchase Contract Agent, filed as Exhibit 4.1 on Form 8-A12B, dated May 22, 2003, is hereby incorporated by reference.

~~4.13~~4.12		Form of Pledge Agreement among AmerUs Group Co., BNY Midwest Trust Company, as Collateral Agent, Custodial Agent and Securities Intermediary and Wachovia Bank, National Association (formerly known as First Union National Bank), as Purchase Contract Agent, filed as Exhibit 4.2 on Form 8-A12B dated May 22, 2003, is hereby incorporated by reference.

~~4.14~~4.13		Form of Remarketing Agreement among AmerUs Group Co., Wachovia Bank, National Association (formerly known as First Union National Bank), as Purchase Contract Agent, and the Remarketing Agent named therein, filed as Exhibit 4.3 on Form 8-A12B dated May 22, 2003, is hereby incorporated by reference.

~~4.15~~4.14		Form of Income PRIDES (included in Exhibit 4.1 as Exhibit A thereto), filed as Exhibit 4.1 on Form 8-A12B, dated May 22, 2003, is hereby incorporated by reference.

~~4.16~~4.15		Officer’s Certificate attaching form of Senior Notes initially due 2008, filed as Exhibit 4.7 on Form 8-A12B, dated May 22, 2003, is hereby incorporated by reference.

~~4.17~~4.16		~~Indenture~~Officers’ Certificate dated asAugust 5, 2005 providing for issuance of ~~December 15, 2004 between AmerUs Group Co. and BNY Midwest Trust Company, as Trustee,~~5.95% Senior Notes, filed as Exhibit 4.1 on Form 8-K dated ~~December 15, 2004,~~August 8, 2005, is hereby incorporated by reference.

4.17		Senior Indenture between AmerUs Group Co. and The Bank of New York Trust Company, N.A., filed as Exhibit 4.2 on Form 8-K on August 8, 2005, is hereby incorporated by reference.

4.18		Form of ~~Optionally Convertible Equity-Linked Accreting~~Global Note ~~(OCEANs~~^SM~~) due March 6, 2032,~~for 5.95% Senior Notes filed as Exhibit ~~4.2~~4.3 on Form 8-K on August 8, 2005, is hereby incorporated by reference.

4.19		Certificate of Series A Non-Cumulative Perpetual Preferred Stock, filed as Exhibit 4.1 on Form 8-K on September 27, 2005, is hereby incorporated by reference.

10.1		Confirmation between J.P. Morgan Securities Inc., as agent for JPMorgan Chase bank, National Association, London Branch and AmerUs Group Co. Dated August 24, 2005 for purchase of 2,230,000 shares of common stock filed as Exhibit 99.1 on Form 8-K on August 24, 2005, is hereby incorporated by reference.


			Page No.
PART I — FINANCIAL INFORMATION				4

~~Item 1. Financial Statements~~		4

~~Consolidated Balance Sheets June 30, 2005 (Unaudited) and December 31, 2004~~Item 1.	Financial Statements			4

	Consolidated Balance Sheets September 30, 2005 (Unaudited) and December 31, 2004			4

	Consolidated Statements of Income (Unaudited) For the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2005 and 2004			6

	Consolidated Statements of Comprehensive Income (Unaudited) For the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2005 and 2004			7

	Consolidated Statements of ~~Stockholders’~~Stockholders' Equity For the ~~Six~~Nine Months Ended ~~June~~September 30, 2005 (Unaudited) and the Year Ended December 31, 2004			8

	Consolidated Statements of Cash Flows (Unaudited) For the ~~Six~~Nine Months Ended ~~June~~September 30, 2005 and 2004			9

	Notes to Consolidated Financial Statements (Unaudited)			11

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations			2324

Item 3.	Quantitative and Qualitative Disclosures About Market Risk			34

~~Item 4. Controls and Procedures~~		36

~~PART II — OTHER INFORMATION~~		36

~~Item 1. Legal Proceedings~~		36

~~Item 2. Unregistered Sales of Equity Securities and Use of Proceeds~~		37

Item 4. ~~Submissions of Matters to a Vote of Security Holders~~	Controls and Procedures			38

~~Item 6. Exhibits~~PART II — OTHER INFORMATION				39

~~Signatures~~Item 1.	Legal Proceedings			39

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds			39

Item 6.	Exhibits			40

~~Index to Exhibits~~Signatures				41

Index to Exhibits				42
Amended and Restated Articles of Incorporation
Computation of Ratios of Earnings to Fixed Charges
Certification of Chief Executive Officer
Certification of Chief Financial Officer
Certification of Chief Executive Officer
Certification of Chief Financial Officer


	For The Three Months Ended June 30,						For The Three Months Ended September 30,
	2005			2004			2005			2004
	($ in thousands)						($ in thousands)
Operations:
Insurance premiums	$	42,998		$	44,684		$	37,582		$	45,859
Product charges		1,445			1,311			1,472			1,966
Net investment income		40,361			36,235			35,393			36,974
Realized gains (losses) on investments		(40	)		(4,473	)		(650	)		1,910
Policyowner benefits		(45,282	)		(58,495	)		(47,174	)		(54,314	)
Underwriting, acquisition and other expenses		(631	)		(918	)		(785	)		(678	)
Dividends to policyowners		(29,823	)		(9,019	)		(17,066	)		(22,651	)


Contribution from the Closed Block before income taxes	$	9,028		$	9,325		$	8,772		$	9,066


	For The Six Months Ended June 30,						For The Nine Months Ended September 30,
	2005			2004			2005			2004
	($ in thousands)						($ in thousands)
Operations:
Insurance premiums	$	84,885		$	97,280		$	122,467		$	143,138
Product charges		3,146			1,401			4,618			3,368
Net investment income		74,780			71,969			110,173			108,943
Realized gains (losses) on investments		90			(3,643	)
Realized losses on investments								(560	)		(1,732	)
Policyowner benefits		(95,403	)		(113,665	)		(142,577	)		(167,981	)
Underwriting, acquisition and other expenses		(1,188	)		(2,007	)		(1,973	)		(2,684	)
Dividends to policyowners		(47,991	)		(32,418	)		(65,057	)		(55,069	)


Contribution from the Closed Block before income taxes	$	18,319		$	18,917		$	27,091		$	27,983


	September 30,		December 31,
	2005		2004
	($ in thousands)
OCEANs converted in September 2005	$	—	$	189,212
PRIDES notes which settle on August 16, 2006		143,750		143,750
Senior notes bearing interest at 5.95% due August 2015		300,000		—
Senior notes bearing interest at 6.95% due June 2005		—		125,000
AmerUs Capital I 8.85 % Capital Securities Series A due February 1, 2027		50,755		50,755
Surplus notes bearing interest at 8.66% due on April 11, 2011		25,000		25,000
Federal Home Loan Bank community investment long-term and short-term advances with a weighted average interest rate of 6.37% at September 30, 2005 and 6.38% at December 31, 2004, maturing at various dates through June 12, 2012		12,154		12,588
Other notes bearing interest at rates ranging from 3.00% to 8.75% due from 2012 to 2028		24,850		24,850

	$	556,509	$	571,155


	Sales Activity by Product								Sales Activity by Product
	For The Three Months Ended June 30,				For The Six Months Ended June 30,				For The Three Months Ended September 30,				For The Nine Months Ended September 30,
	2005		2004		2005		2004		2005		2004		2005		2004
	($ in thousands)								($ in thousands)
Traditional life insurance:
Interest-sensitive whole life	$	127	$	1,411	$	233	$	4,829	$	159	$	1,076	$	392	$	5,905
Term and other life		3,348		3,580		6,405		7,155		2,835		3,229		9,241		10,384
Universal life		3,390		9,235		8,261		16,769
Indexed life		24,184		19,291		42,210		36,594
Flexible premium without no lapse guarantee										2,651		6,700		10,913		23,469
Indexed life:
Flexible premium without no lapse guarantee										17,694		12,452		48,703		39,178
Flexible premium with no lapse guarantee										3,386		1,900		9,955		4,390
Fixed premium excess interest whole life										2,843		3,005		7,473		10,383


Total	$	31,049	$	33,517	$	57,109	$	65,347	$	29,568	$	28,362	$	86,677	$	93,709


	Six Months Ended June 30,						Nine Months Ended September 30,
	2005			2004				2005			2004
	($ in thousands)						($ in thousands)
Components of net periodic benefit cost:
Service cost	$	157		$	163		$	235		$	200
Interest cost		2,944			3,100			4,416			4,595
Expected return on plan assets		(2,431	)		(2,428	)		(3,647	)		(3,642	)
Amortization of prior service cost		44			44			66			66
Amortization of actuarial loss		356			124			535			191


Net periodic benefit cost		1,070			1,003			1,605			1,410
Curtailment		—			(951	)		—			(951	)


Total expense	$	1,070		$	52		$	1,605		$	459


	Three Months Ended June 30, 2005
	Protection			Accumulation					Total
	Products			Products		All Other			Consolidated
Revenues:
Insurance premiums	$	59,569		$	1,056	$	376		$	61,001
Product charges		40,646			13,992		—			54,638
Net investment income		92,983			183,553		504			277,040
Realized/unrealized losses on closed block investments		(40	)		—		—			(40	)
Other income:
Income from Independent Marketing Organizations		—			7,153		—			7,153
Other		857			2,663		544			4,064


		194,015			208,417		1,424			403,856

Benefits and expenses:
Policyowner benefits		79,174			132,895		427			212,496
Underwriting, acquisition, and other expenses:
Operating expenses		19,486			6,901		6,460			32,847
Expenses from Independent Marketing Organizations		—			5,572		—			5,572
Amortization of DAC and VOBA, net of open block gain adjustment of $8,208		22,107			21,159		—			43,266
Dividends to policyowners		31,862			2		—			31,864


		152,629			166,529		6,887			326,045


Segment pre-tax operating income	$	41,386		$	41,888	$	(5,463	)		77,811

Realized/unrealized losses on open block assets										(1,517	)

Unrealized gains on open block options and trading investments										7,823

Change in option value of indexed products and market value adjustments on total return strategy annuities										(31,745	)

Cash flow hedge amortization										38

Amortization of DAC and VOBA due to open block gains and losses										8,208

Other income from non-insurance operations										12


Income from continuing operations										60,630

Interest (expense)										(8,191	)

Income tax (expense)										(16,872	)


Net income									$	35,567


(A)		Non-segment expense, net consists primarily of open block realized/unrealized gains and losses, derivative related market value adjustments, litigation, non-insurance operations, interest expense, early extinguishment of debt, income taxes, discontinued operations and cumulative effect of change in accounting.


	Deposits by Product												Deposits by Product
	For The Three Months Ended June 30,						For The Six Months Ended June 30,						For The Three Months Ended September 30,						For The Nine Months Ended September 30,
	2005			2004			2005			2004			2005			2004			2005			2004
	($ in thousands)												$( in thousands)
Annuities
Deferred fixed annuities:
Annuities Deferred fixed annuities:
Traditional fixed annuities	$	69,478		$	78,577		$	138,360		$	160,747		$	52,917		$	68,222		$	191,277		$	228,969
Indexed annuities		643,026			348,482			1,146,096			645,357			632,875			358,773			1,778,971			1,004,130
Variable annuities		593			806			1,138			1,658			864			561			2,002			2,219

Total annuities		713,097			427,865			1,285,594			807,762			686,656			427,556			1,972,250			1,235,318

Funding agreements		26,200			85,000			26,200			85,000			—			—			26,200			85,000


Total		739,297			512,865			1,311,794			892,762			686,656			427,556			1,998,450			1,320,318

Reinsurance ceded		(2,264	)		(3,871	)		(4,234	)		(7,067	)		(1,883	)		(2,063	)		(6,117	)		(9,130	)


Total deposits, net of reinsurance	$	737,033		$	508,994		$	1,307,560		$	885,695		$	684,773		$	425,493		$	1,992,333		$	1,311,188


	For The Six Months Ended June 30,						For The Rolling Four Quarters Ended September 30,
	2005			2004			2005			2004
Asset earned rate		5.76	%		5.74	%		5.73	%		5.76	%
Liability credited rate		3.58	%		3.67	%		3.58	%		3.60	%

Product spread		2.18	%		2.07	%		2.15	%		2.16	%


	6 months																					Expected				3 months																					Expected
	2005			2006			2007			2008			2009			2010			Thereafter			Cash Flows		Fair Value		2005			2006			2007			2008			2009			2010			Thereafter			Cash Flows		Fair Value
	($ in thousands)																									$( in thousands)
Fixed maturity securities available-for-sale	$	611		$	946		$	1,049		$	1,167		$	929		$	660		$	10,490		$	15,852	$	16,482	$	275		$	880		$	1,053		$	1,173		$	920		$	655		$	11,459		$	16,415	$	16,639
Average interest rate		6.4	%		6.4	%		6.4	%		5.9	%		6.0	%		5.6	%		5.8	%						7.6	%		6.6	%		5.9	%		5.8	%		6.0	%		5.6	%		5.6	%

Fixed maturity securities held for trading purposes	$	94		$	163		$	177		$	220		$	232		$	145		$	529		$	1,560	$	1,560	$	67		$	132		$	177		$	217		$	183		$	131		$	558		$	1,465	$	1,465
Average interest rate		3.4	%		2.7	%		3.4	%		3.0	%		2.3	%		3.1	%		3.9	%						3.5	%		3.1	%		3.2	%		2.6	%		2.5	%		3.0	%		4.1	%

Mortgage loans	$	26		$	61		$	58		$	71		$	63		$	73		$	579		$	931	$	973	$	13		$	60		$	59		$	72		$	64		$	75		$	625		$	968	$	980
Average interest rate		7.0	%		7.1	%		7.1	%		7.1	%		7.0	%		7.0	%		6.8	%						6.7	%		7.0	%		7.0	%		6.9	%		6.9	%		6.9	%		6.6	%

Total	$	731		$	1,170		$	1,284		$	1,458		$	1,224		$	878		$	11,598		$	18,343	$	19,015	$	355		$	1,072		$	1,289		$	1,462		$	1,167		$	861		$	12,642		$	18,848	$	19,084


						(c) Total number		(d) Maximum number							(c) Total number		(d) Maximum number
						of shares (or		(or approximate dollar							of shares (or		(or approximate dollar
	(a) Total			(b) Average		units) purchased		value) of shares		(a) Total			(b) Average		units) purchased		value) of shares
	number of			price paid		as part of publicly		(or units) that may		number of			price paid		as part of publicly		(or units) that may
	shares (or units)			per share		announced plans		yet be purchased under		shares (or units)			per share		announced plans		yet be purchased under
Period	purchased (1)			(or units)		or programs		the plans or programs (3)		purchased (1)			(or units)		or programs		the plans or programs (3)
01/01/2005-01/31/2005		—		$	—		—		2,027,500		—		$	—		—		2,027,500
02/01/2005-02/28/2005		—			—		—		2,027,500		—			—		—		2,027,500
03/01/2005-03/31/2005		441,236	(2)		47.36		414,000		1,613,500		441,236	(2)		47.36		414,000		1,613,500
04/01/2005-04/30/2005		—			—		—		1,613,500		—			—		—		1,613,500
05/01/2005-05/31/2005		107,500			46.48		107,500		1,506,000		107,500			46.48		107,500		1,506,000
06/01/2005-06/30/2005		436			47.83		436		6,000,000		436			47.83		436		6,000,000
07/01/2005-07/31/2005											239,500			48.80		239,500		5,760,500
08/01/2005-08/31/2005											2,230,000			51.32		2,230,000		3,530,500
09/01/2005-09/30/2005											—			—		—		3,530,500


Total		549,172		$	47.19		521,936				3,018,672		$	50.37		2,991,436


(1)		Does not include shares withheld from employee stock awards to satisfy applicable tax withholding obligations.

(2)		The March 2005 shares purchased included 27,236 shares which were not part of the repurchase program.

(3)		On June 24, 2005, our board of directors authorized a repurchase program of up to 6 million shares of our outstanding common stock. The program ~~terminated~~replaced and ~~replaced~~terminated a previous program which authorized repurchase of up to 3 million shares. There is no expiration date for this program.


		~~Ratification of Ernst & Young LLP~~

		~~For:~~			~~25,567,639~~
		~~Against:~~			~~1,059,137~~
		~~Abstaining:~~			~~217,815~~


DATED: ~~July 29,~~November 8, 2005	AMERUS GROUP CO.

	By	/s/ Melinda S. Urion
	Melinda S. Urion
		~~Melinda S. Urion~~ Executive Vice President,
		~~Executive Vice President,~~ Chief Financial Officer and Treasurer
		~~Chief~~ (Principal Financial ~~Officer and Treasurer~~Officer)
		~~(Principal Financial Officer)~~

	By	/s/ Brenda J. Cushing
	Brenda J. Cushing
		~~Brenda J. Cushing~~ Senior Vice President and Controller
		~~Senior Vice President and Controller~~
(Principal Accounting Officer)		~~(Principal Accounting Officer)~~


Exhibit
No.		Description
		Capital I, filed as Exhibit 4.4 to the registration statement on Form S-1, Registration Number, 333-13713, is hereby incorporated by reference.


Exhibit
No.		Description
10.2		Declaration of Covenant, dated ~~December 15, 2004,~~as of September 26, 2005, by AmerUs Group Co., filed as Exhibit 99.1 on Form 8-K on September 27, 2005, is hereby incorporated by reference.

11.1		Statement Re: Computation of Per Share Earnings is included in note 2 to the consolidated financial statements.

12*		Computation of Ratios of Earnings to Fixed Charges.

31.1*		Certification of Chief Executive Officer of Periodic Report Pursuant to Rule 13a-15(e) or Rule 15d-15(e).

31.2*		Certification of Chief Financial Officer of Periodic Report Pursuant to Rule 13a-15(e) or Rule 15d-15(e).