##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2006
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number 001-15166
 AMERUS GROUP CO.
  IOWA
    
    42-1458424(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)699 Walnut Street Des Moines, Iowa
    
    50309-3948(Address of principal executive offices)
    
    (Zip code)
 (515) 362-3600
 þ o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
 o þ
  Common Stock
    
    38,806,662 shares as of May 3, 2006




---



##### 



INDEX
 Page No.PART I  FINANCIAL INFORMATION
    
    4Item 1. Financial Statements
    
    4Consolidated Balance Sheets
March 31, 2006 (Unaudited) and December 31, 2005
    
    4Consolidated Statements of Income (Unaudited)
For the Three Months Ended March 31, 2006 and 2005
    
    6Consolidated Statements of Comprehensive Income (Unaudited)
For the Three Months Ended March 31, 2006 and 2005
    
    7Consolidated Statements of Stockholders Equity
For the Three Months Ended March 31, 2006 (Unaudited) and
the Year Ended December 31, 2005
    
    8Consolidated Statements of Cash Flows (Unaudited)
For the Three Months Ended March 31, 2006 and 2005
    
    9Notes to Consolidated Financial Statements
(Unaudited)
    
    11Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    24Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    35Item 4. Controls and Procedures
    
    37PART II  OTHER INFORMATION
    
    37Item 1. Legal Proceedings
    
    37Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    39Item 6. Exhibits
    
    39Signatures
    
    40Index to Exhibits
    
    41Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock DividendsCertificationCertificationCertificationCertification
  2




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##### Table of Contents



SAFE HARBOR STATEMENT
   3




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 AMERUS GROUP CO.
 
   March 31,
    
    
    December 31,2006
    
    
    2005(unaudited)AssetsInvestments:Securities available-for-sale at fair value:Fixed maturity securities
    
    $
    16,468,471
    
    
    $
    16,727,933Equity securities
    
    
    74,889
    
    
    
    75,658Short-term investments
    
    
    18,996
    
    
    
    9,998Securities held-for-trading purposes at fair value:Fixed maturity securities
    
    
    1,383,819
    
    
    
    1,414,225Equity securities
    
    
    4,087
    
    
    
    2,358Mortgage loans
    
    
    964,495
    
    
    
    976,135Policy loans
    
    
    484,260
    
    
    
    483,441Other investments
    
    
    374,115
    
    
    
    347,552Total investments
    
    
    19,773,132
    
    
    
    20,037,300Cash and cash equivalents
    
    
    529,556
    
    
    
    600,160Accrued investment income
    
    
    241,316
    
    
    
    237,221Premiums, fees and other receivables
    
    
    39,640
    
    
    
    40,667Income taxes receivable
    
    
    
    
    
    
    9,005Reinsurance receivables
    
    
    727,852
    
    
    
    730,532Deferred policy acquisition costs
    
    
    1,946,284
    
    
    
    1,755,159Deferred sales inducements
    
    
    298,880
    
    
    
    261,322Value of business acquired
    
    
    358,260
    
    
    
    356,949Goodwill
    
    
    229,670
    
    
    
    228,869Property and equipment
    
    
    45,539
    
    
    
    44,467Other assets
    
    
    310,114
    
    
    
    306,655Separate account assets
    
    
    224,530
    
    
    
    221,694Total assets
    
    $
    24,724,773
    
    
    $
    24,830,000
  4




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##### Table of Contents



AMERUS GROUP CO.
 March 31,
    
    
    December 31,2006
    
    
    2005(unaudited)Liabilities and Stockholders EquityLiabilities:Policy reserves and policyowner funds:Future life and annuity policy benefits
    
    $
    19,620,984
    
    
    $
    19,486,854Policyowner funds
    
    
    1,489,572
    
    
    
    1,483,87321,110,556
    
    
    
    20,970,727Accrued expenses and other liabilities
    
    
    874,103
    
    
    
    975,419Dividends payable to policyowners
    
    
    209,726
    
    
    
    278,839Policy and contract claims
    
    
    67,082
    
    
    
    66,137Income taxes payable
    
    
    100
    
    
    
    Deferred income taxes
    
    
    28,290
    
    
    
    58,818Notes payable
    
    
    555,899
    
    
    
    556,051Separate account liabilities
    
    
    224,530
    
    
    
    221,694Total liabilities
    
    
    23,070,286
    
    
    
    23,127,685Stockholders equity:Preferred Stock, no par value, 20,000,000 shares
authorized, 6,000,000 shares issued and
outstanding in 2006 and 2005
    
    
    144,830
    
    
    
    144,830Common Stock, no par value, 230,000,000 shares
authorized; 46,871,831 shares issued and
38,802,455 shares outstanding in 2006;
46,675,811 shares issued and 38,612,874 shares
outstanding in 2005
    
    
    46,872
    
    
    
    46,676Additional paid-in capital  common stock
    
    
    1,238,933
    
    
    
    1,231,533Accumulated other comprehensive loss
    
    
    (118,881
    )
    
    
    (3,612
    )Unearned compensation
    
    
    
    
    
    
    (3,783
    )Retained earnings
    
    
    682,943
    
    
    
    604,747Treasury stock, at cost (8,069,376 shares in 2006
and 8,062,937 shares in 2005)
    
    
    (340,210
    )
    
    
    (318,076
    )Total stockholders equity
    
    
    1,654,487
    
    
    
    1,702,315Total liabilities and stockholders equity
    
    $
    24,724,773
    
    
    $
    24,830,000
  5




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##### Table of Contents



AMERUS GROUP CO.
 
   For The Three Months Ended March 31,2006
    
    
    2005(unaudited)Revenues:Insurance premiums
    
    $
    53,498
    
    
    $
    62,546Product charges
    
    
    68,062
    
    
    
    59,033Net investment income
    
    
    285,318
    
    
    
    268,711Realized/unrealized capital gains (losses)
    
    
    50,645
    
    
    
    (48,944
    )Other income
    
    
    12,917
    
    
    
    12,556470,440
    
    
    
    353,902Benefits and expenses:Policyowner benefits
    
    
    211,992
    
    
    
    169,583Underwriting, acquisition and other expenses
    
    
    40,968
    
    
    
    40,608Amortization of deferred policy acquisition costs
and value of business acquired
    
    
    68,520
    
    
    
    52,743Dividends to policyowners
    
    
    18,733
    
    
    
    20,003340,213
    
    
    
    282,937Income from continuing operations
    
    
    130,227
    
    
    
    70,965Interest expense
    
    
    8,665
    
    
    
    7,780Income before income tax expense
    
    
    121,562
    
    
    
    63,185Income tax expense
    
    
    40,647
    
    
    
    1,697Net income
    
    
    80,915
    
    
    
    61,488Dividends on preferred stock
    
    
    2,719
    
    
    
    Net income available to common stockholders
    
    $
    78,196
    
    
    $
    61,488Net income available to common stockholders per common share:Basic
    
    $
    2.02
    
    
    $
    1.55Diluted
    
    $
    1.86
    
    
    $
    1.43Weighted average common shares outstanding:Basic
    
    
    38,751,160
    
    
    
    39,575,696Diluted
    
    
    41,960,970
    
    
    
    42,930,905
  6




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##### Table of Contents



AMERUS GROUP CO.
 
   For The Three Months Ended March 31,2006
    
    
    2005(unaudited)Net income
    
    $
    80,915
    
    
    $
    61,488Other comprehensive loss, before tax:Unrealized losses on securities:Unrealized holding losses arising during
period
    
    
    (179,609
    )
    
    
    (123,642
    )Reclassification adjustment for (gains)
losses
included in net income
    
    
    1,948
    
    
    
    374Minimum pension liability adjustment
    
    
    325
    
    
    
    Other comprehensive loss, before tax
    
    
    (177,336
    )
    
    
    (123,268
    )Income tax benefit related to items of other
comprehensive loss
    
    
    62,067
    
    
    
    43,144(115,269
    )
    
    
    (80,124
    )Comprehensive loss
    
    $
    (34,354
    )
    
    $
    (18,636
    )
  7




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##### Table of Contents



AMERUS GROUP CO.
 
 
 Additional
    
    
    AccumulatedPaid-In
    
    
    Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    TotalPreferred
    
    
    
    
    
    
    Capital
    
    
    Comprehensive
    
    
    Unearned
    
    
    Retained
    
    
    Treasury
    
    
    StockholdersStock
    
    
    Common Stock
    
    
    Common Stock
    
    
    Income (Loss)
    
    
    Compensation
    
    
    Earnings
    
    
    Stock
    
    
    EquityBalance at December 31, 2004
    
    $
    
    
    
    $
    44,226
    
    
    $
    1,198,379
    
    
    $
    114,670
    
    
    $
    (1,238
    )
    
    $
    431,911
    
    
    $
    (164,479
    )
    
    $
    1,623,4692005:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    191,179
    
    
    
    
    
    
    
    191,179Net unrealized loss on securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (118,034
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (118,034
    )Net unrealized loss on derivatives
designated as cash
flow hedges
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (248
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (248
    )Issuance of preferred stock
    
    
    144,830
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    144,830Conversion of OCEANs
    
    
    
    
    
    
    1,675
    
    
    
    9,069
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,744Stock issued under various incentive
plans, net of
forfeitures
    
    
    
    
    
    
    775
    
    
    
    24,085
    
    
    
    
    
    
    
    (2,545
    )
    
    
    
    
    
    
    958
    
    
    
    23,273Purchase of treasury stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (154,555
    )
    
    
    (154,555
    )Dividends declared on preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,417
    )
    
    
    
    
    
    
    (2,417
    )Dividends declared on common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (15,926
    )
    
    
    
    
    
    
    (15,926
    )Balance at December 31, 2005
    
    
    144,830
    
    
    
    46,676
    
    
    
    1,231,533
    
    
    
    (3,612
    )
    
    
    (3,783
    )
    
    
    604,747
    
    
    
    (318,076
    )
    
    
    1,702,3152006 (unaudited):Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    80,915
    
    
    
    
    
    
    
    80,915Net unrealized gain (loss) on
securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (115,438
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (115,438
    )Net unrealized gain (loss) on derivatives
designated as cash
flow hedges
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (42
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (42
    )Stock issued under various incentive
plans, net of
forfeitures
    
    
    
    
    
    
    196
    
    
    
    11,183
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,817
    )
    
    
    4,562Purchase of treasury stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (15,317
    )
    
    
    (15,317
    )Dividends declared on preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,719
    )
    
    
    
    
    
    
    (2,719
    )Reclassification of unearned compensation
under SFAS 123R
    
    
    
    
    
    
    
    
    
    
    (3,783
    )
    
    
    
    
    
    
    3,783
    
    
    
    
    
    
    
    
    
    
    
    Minimum pension liability adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    211
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    211Balance at March 31, 2006
    
    $
    144,830
    
    
    $
    46,872
    
    
    $
    1,238,933
    
    
    $
    (118,881
    )
    
    $
    
    
    
    $
    682,943
    
    
    $
    (340,210
    )
    
    $
    1,654,487
  8




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##### Table of Contents



AMERUS GROUP CO.
 
 
 For The Three Months Ended March 31,2006
    
    
    2005(unaudited)Cash flows from operating activitiesNet income
    
    $
    80,915
    
    
    $
    61,488Adjustments to reconcile net income to net cash
(used in) provided by operating activities:Product charges
    
    
    (68,062
    )
    
    
    (59,033
    )Interest credited to policyowner account
balances
    
    
    131,528
    
    
    
    128,781Change in option value of indexed products
and market value adjustments on total
return strategy annuities
    
    
    (11,143
    )
    
    
    (44,334
    )Realized/unrealized capital (gains) losses
    
    
    (50,645
    )
    
    
    48,944DAC and VOBA amortization
    
    
    68,520
    
    
    
    52,743Deferred sales inducements amortization
    
    
    10,795
    
    
    
    5,218DAC and VOBA capitalized
    
    
    (115,703
    )
    
    
    (114,527
    )Change in:Accrued investment income
    
    
    (4,095
    )
    
    
    (4,888
    )Reinsurance receivables
    
    
    (14,186
    )
    
    
    (35,861
    )Securities held-for-trading purposes:Fixed maturities
    
    
    52,810
    
    
    
    74,126Equity securities
    
    
    (1,729
    )
    
    
    14,913Liabilities for future policy benefits
    
    
    (134,121
    )
    
    
    (44,876
    )Accrued expenses and other liabilities
    
    
    (100,963
    )
    
    
    108,299Policy and contract claims and other
policyowner funds
    
    
    6,134
    
    
    
    21,492Income taxes:Current
    
    
    8,143
    
    
    
    (12,771
    )Deferred
    
    
    31,509
    
    
    
    (32,304
    )Other, net
    
    
    8,756
    
    
    
    7,414Net cash (used in) provided by operating activities
    
    
    (101,537
    )
    
    
    174,824Cash flows from investing activities:Purchase of fixed maturities available-for-sale
    
    
    (918,428
    )
    
    
    (1,225,650
    )Proceeds from sale of fixed maturities available-for-sale
    
    
    562,124
    
    
    
    503,684Maturities, calls and principal reductions of
fixed maturities available-for-sale
    
    
    233,233
    
    
    
    322,205Purchase of equity securities
    
    
    (4,523
    )
    
    
    (681
    )Proceeds from sale of equity securities
    
    
    5,855
    
    
    
    880Change in short-term investments, net
    
    
    (8,242
    )
    
    
    982Purchase of mortgage loans
    
    
    (21,431
    )
    
    
    (42,365
    )
 9




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##### Table of Contents



AMERUS GROUP CO.
 For The Three Months Ended March 31,2006
    
    
    2005(unaudited)Proceeds from repayment and sale of mortgage loans
    
    
    32,896
    
    
    
    33,187Purchase of other invested assets
    
    
    (80,551
    )
    
    
    (25,868
    )Proceeds from sale of other invested assets
    
    
    40,069
    
    
    
    19,385Change in policy loans, net
    
    
    (819
    )
    
    
    (1,844
    )Other assets, net
    
    
    (4,530
    )
    
    
    (6,075
    )Net cash used in investing activities
    
    
    (164,347
    )
    
    
    (422,160
    )Cash flows from financing activities:Deposits to policyowner account balances
    
    
    716,433
    
    
    
    744,034Withdrawals from policyowner account balances
    
    
    (508,487
    )
    
    
    (409,003
    )Change in debt, net
    
    
    (152
    )
    
    
    230Dividends to preferred shareholders
    
    
    (2,719
    )
    
    
    Stock issued under various incentive plans, net of
forfeitures
    
    
    4,562
    
    
    
    5,819Purchase of treasury stock
    
    
    (15,317
    )
    
    
    Excess tax benefits on share-based compensation
    
    
    960
    
    
    
    Net cash provided by financing activities
    
    
    195,280
    
    
    
    341,080Net (decrease) increase in cash
    
    
    (70,604
    )
    
    
    93,744Cash and cash equivalents at beginning of period
    
    
    600,160
    
    
    
    478,441Cash and cash equivalents at end of period
    
    $
    529,556
    
    
    $
    572,185Supplemental disclosure of cash activities:Interest paid
    
    $
    15,127
    
    
    $
    8,738Income taxes (received) paid
    
    $
    (999
    )
    
    $
    43,044Supplemental disclosure of non-cash operating activities:Capitalization of deferred sales inducements
    
    $
    24,846
    
    
    $
    22,418Supplemental disclosure of non-cash operating activities:Accrual of treasury stock purchases
    
    $
    
    
    
    $
    19,578
  10




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##### Table of Contents



AMERUS GROUP CO.
 
 
 (1) CONSOLIDATION AND BASIS OF PRESENTATION
    (2) Stock-Based Compensation
 Adoption of SFAS 123R
  11




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##### Table of Contents



For The Three Months Ended March 31,2006
    
    
    2005($ in thousands, except share data)Net income available to common stockholders, as reported
    
    $
    78,196
    
    
    $
    61,488Add: 2005 stock-based compensation expense included in
reported net income, net of related tax effects
    
    
    
    
    
    
    Deduct: 2005 total stock-based employee compensation
expense determined under fair value based method
for all awards, net of related tax effects
    
    
    
    
    
    
    (659
    )2006 actual and 2005 pro forma net income available
to common stockholders
    
    $
    78,196
    
    
    $
    60,829Earnings per common share:Basic  as reported
    
    $
    2.02
    
    
    $
    1.55Basic  pro forma
    
    $
    2.02
    
    
    $
    1.54Diluted  as reported
    
    $
    1.86
    
    
    $
    1.43Diluted  pro forma
    
    $
    1.86
    
    
    $
    1.42
  General
   Stock Option Plans
  12




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##### Table of Contents



Three Months Ended March 31, 2006WeightedNumber
    
    
    averageof
    
    
    exerciseshares
    
    
    priceOutstanding, beginning of period
    
    
    2,754,287
    
    
    $
    32.00Granted at market price
    
    
    315,500
    
    
    
    59.86Exercised
    
    
    (129,141
    )
    
    
    25.15Outstanding, end of period
    
    
    2,940,646
    
    
    $
    35.29Exercisable, end of period
    
    
    2,101,582
    
    
    $
    30.64
  Options OutstandingWeighted
    
    
    WeightedRange
    
    Remaining
    
    
    average
    
    
    averageof exercise
    
    options
    
    
    contractual
    
    
    exerciseprices
    
    outstanding
    
    
    life in years
    
    
    price$18.30 - $24.40
    
    
    428,274
    
    
    
    3.5
    
    
    $
    20.90$24.40 - $30.50
    
    
    957,150
    
    
    
    5.3
    
    
    
    28.37$30.50 - $36.60
    
    
    251,584
    
    
    
    4.6
    
    
    
    34.21$36.60 - $42.70
    
    
    703,205
    
    
    
    6.7
    
    
    
    37.98$42.70 - $48.80
    
    
    259,933
    
    
    
    8.8
    
    
    
    46.07$48.80 - $54.90
    
    
    15,000
    
    
    
    9.3
    
    
    
    51.29$54.90 - $61.00
    
    
    325,500
    
    
    
    9.8
    
    
    
    59.782,940,646
    
    
    
    6.1
    
    
    $
    35.29
  Options ExercisableWeightedRange
    
    
    
    
    
    averageof exercise
    
    Options
    
    
    exerciseprices
    
    exercisable
    
    
    price$18.30 - $24.40
    
    
    428,274
    
    
    $
    20.90$24.40 - $30.50
    
    
    823,870
    
    
    
    28.61$30.50 - $36.60
    
    
    238,915
    
    
    
    34.19$36.60 - $42.70
    
    
    555,920
    
    
    
    38.09$42.70 - $48.80
    
    
    54,603
    
    
    
    46.55$48.80 - $54.90
    
    
    
    
    
    
    $54.90 - $61.00
    
    
    
    
    
    
    2,101,582
    
    
    $
    30.64
 13




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##### Table of Contents



2006
    
    
    2005Expected Volatility
    
    
    24.64
    %
    
    
    30.11
    %Risk-free Interest Rate
    
    
    4.68
    %
    
    
    4.31
    %Dividend Yield
    
    
    0.66
    %
    
    
    0.88
    %Weighted average fair value of options granted
    
    $
    19.44
    
    
    $
    20.25
 Non-vested Stock
  Three Months Ended March 31, 2006Number
    
    
    Weightedof
    
    
    averageshares
    
    
    priceOutstanding, beginning of period
    
    
    48,277
    
    
    $
    39.57Granted at market price
    
    
    2,745
    
    
    
    56.61Outstanding, end of period
    
    
    51,022
    
    
    $
    40.48Compensation expense ($ in thousands)
    
    
    
    
    
    $
    99
 14




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##### Table of Contents



Non-vested Stock Units
  Stock Appreciation Rights
  Three Months Ended March 31, 2006Number
    
    
    Weightedof
    
    
    averageshares
    
    
    valueOutstanding, beginning of period
    
    
    51,755
    
    
    $
    34.77Granted at market price
    
    
    9,500
    
    
    
    60.09Exercised
    
    
    (3,552
    )
    
    
    33.39Outstanding, end of period
    
    
    57,703
    
    
    $
    39.02Compensation expense ($ in thousands)
    
    
    
    
    
    $
    73
 Long-term Incentive Plan
  Management Incentive Payment Deferral Plan
  15




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##### Table of Contents



(3) EARNINGS PER SHARE
 SM SM
   For The Three Months Ended March 31,2006
    
    
    2005Number of
    
    
    Per Share
    
    
    
    
    
    
    Number of
    
    
    Per ShareNet Income
    
    
    Shares
    
    
    Amount
    
    
    Net Income
    
    
    Shares
    
    
    Amount($ in thousands, except share data)Basic EPSNet income
available to common
stockholders from
continuing
operations
    
    $
    78,196
    
    
    
    38,751
    
    
    $
    2.02
    
    
    $
    61,488
    
    
    
    39,576
    
    
    $
    1.55Effect of dilutive securitiesEquity compensation
    
    
    
    
    
    
    756
    
    
    
    (0.04
    )
    
    
    
    
    
    
    862
    
    
    
    (0.03
    )PRIDES
    
    
    
    
    
    
    2,454
    
    
    
    (0.12
    )
    
    
    
    
    
    
    1,503
    
    
    
    (0.05
    )OCEANs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    990
    
    
    
    (0.04
    )Diluted EPS
    
    $
    78,196
    
    
    
    41,961
    
    
    $
    1.86
    
    
    $
    61,488
    
    
    
    42,931
    
    
    $
    1.43
 16




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##### Table of Contents



(4) CLOSED BLOCK
   March 31,
    
    
    December 31,2006
    
    
    2005($ in thousands)Liabilities:Future life and annuity policy benefits
    
    $
    2,750,868
    
    
    $
    2,765,095Policyowner funds
    
    
    7,740
    
    
    
    7,835Accrued expenses and other liabilities
    
    
    6,693
    
    
    
    6,420Dividends payable to policyowners
    
    
    154,219
    
    
    
    154,793Policy and contract claims
    
    
    20,014
    
    
    
    17,986Policyowner dividend obligation
    
    
    48,308
    
    
    
    116,684Total Liabilities
    
    
    2,987,842
    
    
    
    3,068,813Assets:Fixed maturity securities available-for-sale at fair value
    
    
    1,911,320
    
    
    
    1,916,052Mortgage loans
    
    
    58,988
    
    
    
    60,541Policy loans
    
    
    331,377
    
    
    
    331,561Cash and cash equivalents
    
    
    3,264
    
    
    
    63,506Accrued investment income
    
    
    31,500
    
    
    
    32,972Premiums and fees receivable
    
    
    53,536
    
    
    
    58,778Total Assets
    
    
    2,389,985
    
    
    
    2,463,410Maximum future earnings to be recognized from assets and
liabilities of the Closed Block
    
    $
    597,857
    
    
    $
    605,403
 For The Three Months Ended March 31,2006
    
    
    2005($ in thousands)Operations:Insurance premiums
    
    $
    37,349
    
    
    $
    41,887Product charges
    
    
    1,610
    
    
    
    1,701Net investment income
    
    
    35,603
    
    
    
    34,419Realized gains (losses) on investments
    
    
    (1,062
    )
    
    
    130Policyowner benefits
    
    
    (46,026
    )
    
    
    (50,121
    )Underwriting, acquisition and other expenses
    
    
    (1,495
    )
    
    
    (557
    )Dividends to policyowners
    
    
    (16,876
    )
    
    
    (18,168
    )Contribution from the Closed Block before
income taxes
    
    $
    9,103
    
    
    $
    9,291
 17




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##### Table of Contents



(5) DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
   Three Months Ended March 31, 2006Total Return
    
    
    IndexedProducts
    
    
    Products
    
    
    Other
    
    
    Total($ in thousands)Fixed maturity securities
held-for-trading
    
    $
    6,497
    
    
    $
    
    
    
    $
    (456
    )
    
    $
    6,041Options
    
    
    
    
    
    
    45,838
    
    
    
    (3
    )
    
    
    45,835Market value adjustment to liabilities
    
    
    (5,382
    )
    
    
    13,627
    
    
    
    2,898
    
    
    
    11,143Cash flow hedge amortization
    
    
    
    
    
    
    
    
    
    
    28
    
    
    
    28DAC and deferred sales inducements
amortization
impact of net adjustments above
    
    
    (1,517
    )
    
    
    (20,519
    )
    
    
    
    
    
    
    (22,036
    )Pre-tax total
    
    
    (402
    )
    
    
    38,946
    
    
    
    2,467
    
    
    
    41,011Income taxes
    
    
    141
    
    
    
    (13,631
    )
    
    
    (864
    )
    
    
    (14,354
    )After-tax total
    
    $
    (261
    )
    
    $
    25,315
    
    
    $
    1,603
    
    
    $
    26,657Three Months Ended March 31, 2005Total Return
    
    
    IndexedProducts
    
    
    Products
    
    
    Other
    
    
    Total($ in thousands)Fixed maturity securities
held-for-trading
    
    $
    (18,374
    )
    
    $
    
    
    
    $
    (3,294
    )
    
    $
    (21,668
    )Options
    
    
    
    
    
    
    (26,895
    )
    
    
    (688
    )
    
    
    (27,583
    )Market value adjustment to liabilities
    
    
    9,392
    
    
    
    32,478
    
    
    
    2,464
    
    
    
    44,334Cash flow hedge amortization
    
    
    
    
    
    
    
    
    
    
    39
    
    
    
    39DAC and deferred sales inducements
amortization
impact of net adjustments above
    
    
    1,237
    
    
    
    (4,361
    )
    
    
    
    
    
    
    (3,124
    )Pre-tax total
    
    
    (7,745
    )
    
    
    1,222
    
    
    
    (1,479
    )
    
    
    (8,002
    )Income taxes
    
    
    2,711
    
    
    
    (428
    )
    
    
    518
    
    
    
    2,801After-tax total
    
    $
    (5,034
    )
    
    $
    794
    
    
    $
    (961
    )
    
    $
    (5,201
    )
 (6) FEDERAL INCOME TAXES
  18




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##### Table of Contents



(7) COMMITMENTS AND CONTINGENCIES
     19




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##### Table of Contents



(8) EMPLOYEE BENEFIT PLANS
  Three Months Ended March 31,2006
    
    
    2005($ in thousands)Components of net periodic benefit cost:Service cost
    
    $
    266
    
    
    $
    79Interest cost
    
    
    1,533
    
    
    
    1,472Expected return on plan assets
    
    
    (1,219
    )
    
    
    (1,216
    )Amortization of prior service cost
    
    
    (34
    )
    
    
    22Amortizaton of actuarial loss
    
    
    169
    
    
    
    178Total expense
    
    $
    715
    
    
    $
    535
 (10) OPERATING SEGMENTS
   20




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##### Table of Contents



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)
    
    Amortization of deferred sales inducements related to the unrealized and
realized gains and losses on the open block investments and the derivative adjustments.5)
    
    Other income from non-insurance operations.6)
    
    Interest expense.7)
    
    Income tax expense.
    21




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##### Table of Contents



Three Months Ended March 31, 2006Protection
    
    
    Accumulation
    
    
    
    
    
    
    TotalProducts
    
    
    Products
    
    
    All Other
    
    
    ConsolidatedRevenues:Insurance premiums
    
    $
    52,644
    
    
    $
    942
    
    
    $
    (88
    )
    
    $
    53,498Product charges
    
    
    55,119
    
    
    
    12,943
    
    
    
    
    
    
    
    68,062Net investment income
    
    
    88,306
    
    
    
    196,657
    
    
    
    355
    
    
    
    285,318Realized/unrealized losses on closed
block investments
    
    
    (1,062
    )
    
    
    
    
    
    
    
    
    
    
    (1,062
    )Other income:Income from Independent Marketing Organizations
    
    
    
    
    
    
    8,599
    
    
    
    
    
    
    
    8,599Other
    
    
    871
    
    
    
    2,620
    
    
    
    827
    
    
    
    4,318195,878
    
    
    
    221,761
    
    
    
    1,094
    
    
    
    418,733Benefits and expenses:Policyowner benefits
    
    
    90,412
    
    
    
    127,675
    
    
    
    (323
    )
    
    
    217,764Underwriting, acquisition, and other expenses:Operating expenses
    
    
    17,151
    
    
    
    9,424
    
    
    
    7,505
    
    
    
    34,080Expenses from Independent Marketing Organizations
    
    
    
    
    
    
    6,888
    
    
    
    
    
    
    
    6,888Amortization of DAC and VOBA
    
    
    30,360
    
    
    
    21,701
    
    
    
    
    
    
    
    52,061Dividends to policyowners
    
    
    18,733
    
    
    
    
    
    
    
    
    
    
    
    18,733156,656
    
    
    
    165,688
    
    
    
    7,182
    
    
    
    329,526Segment pre-tax operating income
    
    $
    39,222
    
    
    $
    56,073
    
    
    $
    (6,088
    )
    
    
    89,207Realized/unrealized losses on open block assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (169
    )Unrealized gains on open block options and
trading investments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    51,876Change in option value of indexed
products and market value
adjustments on
total return strategy annuities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,143Cash flow hedge amortization
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28Amortization of DAC and VOBA due to open
block gains and losses and market value adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (16,459
    )Amortization of deferred sales inducements due to open
block gains and losses and market value adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,399
    )Income from continuing operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    130,227Interest (expense)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,665
    )Income tax (expense)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (40,647
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    80,915Dividends on preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,719
    )Net income available to common stockholders
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    78,196
 22




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##### Table of Contents



Three Months Ended March 31, 2005Protection
    
    
    Accumulation
    
    
    
    
    
    
    TotalProducts
    
    
    Products
    
    
    All Other
    
    
    ConsolidatedRevenues:Insurance premiums
    
    $
    61,483
    
    
    $
    480
    
    
    $
    583
    
    
    $
    62,546Product charges
    
    
    47,077
    
    
    
    11,956
    
    
    
    
    
    
    
    59,033Net investment income
    
    
    86,886
    
    
    
    181,646
    
    
    
    179
    
    
    
    268,711Realized/unrealized gains on closed
block investments
    
    
    130
    
    
    
    
    
    
    
    
    
    
    
    130Other income:Income from Independent
Marketing Organizations
    
    
    
    
    
    
    9,011
    
    
    
    
    
    
    
    9,011Other
    
    
    861
    
    
    
    2,541
    
    
    
    520
    
    
    
    3,922196,437
    
    
    
    205,634
    
    
    
    1,282
    
    
    
    403,353Benefits and expenses:Policyowner benefits
    
    
    89,201
    
    
    
    124,728
    
    
    
    27
    
    
    
    213,956Underwriting, acquisition, and other expenses:Operating expenses
    
    
    18,393
    
    
    
    7,260
    
    
    
    7,024
    
    
    
    32,677Expenses from Independent
Marketing Organizations
    
    
    
    
    
    
    7,931
    
    
    
    
    
    
    
    7,931Amortization of DAC and VOBA, net of
    
    
    24,871
    
    
    
    25,047
    
    
    
    
    
    
    
    49,918Dividends to policyowners
    
    
    20,002
    
    
    
    1
    
    
    
    
    
    
    
    20,003152,467
    
    
    
    164,967
    
    
    
    7,051
    
    
    
    324,485Segment pre-tax operating income
    
    $
    43,970
    
    
    $
    40,667
    
    
    $
    (5,769
    )
    
    
    78,868Realized/unrealized gains on open block assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    177Unrealized losses on open block options and
trading investments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (49,251
    )Change in option value of indexed
products and market value
adjustments on
total return strategy annuities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    44,334Cash flow hedge amortization
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    39Amortization of DAC and VOBA due to open
block gains and losses and market value adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,825
    )Other income from non-insurance operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (377
    )Income from continuing operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    70,965Interest (expense)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,780
    )Income tax (expense)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,697
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    61,488Dividends on preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income available to common stockholders
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    61,488
 23




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##### Table of Contents



Item 2. Managements Discussion And Analysis Of Financial Condition And Results Of
Operations
  NATURE OF OPERATIONS
  FINANCIAL HIGHLIGHTS
  For The Three Months Ended March 31,2006
    
    
    2005Segment pre-tax operating income:Protection Products
    
    $
    39,222
    
    
    $
    43,970Accumulation Products
    
    
    56,073
    
    
    
    40,667Other operations
    
    
    (6,088
    )
    
    
    (5,769
    )Total segment pre-tax operating income
    
    
    89,207
    
    
    
    78,868Non-segment expense, net (A)
    
    
    8,292
    
    
    
    17,380Net income
    
    
    80,915
    
    
    
    61,488Dividends on preferred stock
    
    
    2,719
    
    
    
    Net income available to common stockholders
    
    $
    78,196
    
    
    $
    61,488Diluted net income available to common
stockholders per common share
    
    $
    1.86
    
    
    $
    1.43
 March 31,
    
    
    December 31,2006
    
    
    2005Total assets
    
    $
    24,724,773
    
    
    $
    24,830,000Stockholders equity
    
    $
    1,654,487
    
    
    $
    1,702,315
 
 (A)
    
    Non-segment expense, net consists primarily of open block realized/unrealized gains
and losses,
derivative related market value adjustments, interest expense, and
income taxes. 24




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##### Table of Contents



PROTECTION PRODUCTS
  25




---



##### Table of Contents



For The Three Months Ended March 31,2006
    
    
    2005($ in thousands)Revenues:Insurance premiums
    
    $
    52,644
    
    
    $
    61,483Product charges
    
    
    55,119
    
    
    
    47,077Net investment income
    
    
    88,306
    
    
    
    86,886Realized gains (losses) on closed block
investments
    
    
    (1,062
    )
    
    
    130Other income
    
    
    871
    
    
    
    861Total revenues
    
    
    195,878
    
    
    
    196,437Benefits and expenses:Policyowner benefits
    
    
    90,412
    
    
    
    89,201Underwriting, acquisition and other expenses
    
    
    17,151
    
    
    
    18,393Amortization of DAC and VOBA, net of open
block
gain/loss adjustment
    
    
    30,360
    
    
    
    24,871Dividends to policyowners
    
    
    18,733
    
    
    
    20,002Total benefits and expenses
    
    
    156,656
    
    
    
    152,467Pre-tax operating income  Protection
Products segment
    
    $
    39,222
    
    
    $
    43,970
  Sales.
 Sales Activity by ProductFor The Three Months Ended March 31,2006
    
    
    2005($ in thousands)Traditional life insurance:Interest-sensitive whole life
    
    $
    66
    
    
    $
    106Term and other life
    
    
    1,460
    
    
    
    3,057Universal lifeFlexible premium without no
lapse guarantee
    
    
    691
    
    
    
    4,871Indexed life:Flexible premium without no
lapse guarantee
    
    
    21,515
    
    
    
    13,461Flexible premium with no
lapse guarantee
    
    
    4,465
    
    
    
    2,855Fixed premium excess
interest whole life
    
    
    1,248
    
    
    
    1,710Single premium
    
    
    367
    
    
    
    Total
    
    $
    29,812
    
    
    $
    26,060
  26




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##### Table of Contents



Premiums and Product Charges.
  Persistency.
 Net Investment Income.
 Mortality and Benefit Expense.
 Underwriting, Acquisition and Other Expenses.
 Amortization of DAC and VOBA.
 Dividends to Policyowners.
 27




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##### Table of Contents



ACCUMULATION PRODUCTS
  For The Three Months Ended March 31,2006
    
    
    2005($ in thousands)Revenues:Immediate annuity and supplementary contract premiums
    
    $
    942
    
    
    $
    480Product charges
    
    
    12,943
    
    
    
    11,956Net investment income
    
    
    196,657
    
    
    
    181,646Other income
    
    
    2,620
    
    
    
    2,541Total revenues
    
    
    213,162
    
    
    
    196,623Benefits and expenses:Policyowner benefits
    
    
    127,675
    
    
    
    124,728Underwriting, acquisition and other expenses
    
    
    9,424
    
    
    
    7,260Amortization of DAC and VOBA
    
    
    21,701
    
    
    
    25,047Dividends to policyowners
    
    
    
    
    
    
    1Total benefits and expenses
    
    
    158,800
    
    
    
    157,036IMO Operations:Other income
    
    
    8,599
    
    
    
    9,011Other expenses
    
    
    6,888
    
    
    
    7,931Net IMO operating income
    
    
    1,711
    
    
    
    1,080Pre-tax operating income  Accumulation Products segment
    
    $
    56,073
    
    
    $
    40,667
  Deposits.
 28




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##### Table of Contents



Deposits by ProductFor The Three Months Ended March 31,2006
    
    
    2005($ in thousands)AnnuitiesDeferred fixed annuities:Traditional fixed annuities
    
    $
    37,221
    
    
    $
    68,882Indexed annuities
    
    
    480,106
    
    
    
    503,070Variable annuities
    
    
    593
    
    
    
    545Total direct annuities
    
    
    517,920
    
    
    
    572,497Reinsurance ceded
    
    
    (225
    )
    
    
    (1,970
    )Total deposits, net of reinsurance
    
    $
    517,695
    
    
    $
    570,527
  Product Charges.
 Persistency.
 Product Spread.
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For The Rolling Four Quarters Ended March 31,2006
    
    
    2005Asset earned rate
    
    
    5.72
    %
    
    
    5.74
    %Liability credited rate
    
    
    3.55
    %
    
    
    3.53
    %Product spread
    
    
    2.17
    %
    
    
    2.21
    %
   Underwriting, Acquisition and Other Expenses.
 Amortization of DAC and VOBA.
 IMO Operations.
 OTHER
  30




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##### Table of Contents



INCOME STATEMENT RECONCILIATION
  For The Three Months Ended March 31,2006
    
    
    2005($ in thousands)Segment pre-tax operating income:Protection Products
    
    $
    39,222
    
    
    $
    43,970Accumulation Products
    
    
    56,073
    
    
    
    40,667Other operations
    
    
    (6,088
    )
    
    
    (5,769
    )Total segment pre-tax operating income
    
    
    89,207
    
    
    
    78,868Non-segment items  increases (decreases) to income:Realized and unrealized gains (losses) on assets and liabilities:Realized/unrealized gains (losses) on open block assets
    
    
    (169
    )
    
    
    177Unrealized gains (losses) on open block options and
trading investments
    
    
    51,876
    
    
    
    (49,251
    )Change in option value of indexed products
and market value adjustments on total return
strategy annuities
    
    
    11,143
    
    
    
    44,334Cash flow hedge amortization
    
    
    28
    
    
    
    39Amortization of DAC and VOBA due to
open block gains and losses and market value adjustments
    
    
    (16,459
    )
    
    
    (2,825
    )Amortization of deferred sales inducements due
to open block gains and losses and market value adjustments
    
    
    (5,399
    )
    
    
    Other loss from non-insurance operations
    
    
    
    
    
    
    (377
    )Income from continuing operations
    
    
    130,227
    
    
    
    70,965Interest expense
    
    
    (8,665
    )
    
    
    (7,780
    )Income tax expense
    
    
    (40,647
    )
    
    
    (1,697
    )Net income
    
    
    80,915
    
    
    
    61,488Dividends on preferred stock
    
    
    (2,719
    )
    
    
    Net income available to common stockholders
    
    $
    78,196
    
    
    $
    61,488
 Realized and Unrealized Gains (Losses) on Assets and Liabilities.
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Income Tax Expense.
 ACCOUNTING DEVELOPMENTS
  LIQUIDITY AND CAPITAL RESOURCES
 AmerUs Group Co.
   32




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Insurance Subsidiaries
       34




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
   35




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##### Table of Contents



9 months
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Expected2006
    
    
    2007
    
    
    2008
    
    
    2009
    
    
    2010
    
    
    2011
    
    
    Thereafter
    
    
    Cash Flows
    
    
    Fair Value($ in millions)Fixed maturity securities
available-for-sale
    
    $
    680
    
    
    $
    1,039
    
    
    $
    1,176
    
    
    $
    885
    
    
    $
    671
    
    
    $
    1,217
    
    
    $
    11,110
    
    
    $
    16,778
    
    
    $
    16,468Average interest rate
    
    
    6.6
    %
    
    
    6.2
    %
    
    
    6.0
    %
    
    
    6.2
    %
    
    
    6.0
    %
    
    
    6.0
    %
    
    
    5.8
    %Fixed maturity securities
held-for-trading purposes
    
    $
    57
    
    
    $
    235
    
    
    $
    250
    
    
    $
    125
    
    
    $
    158
    
    
    $
    123
    
    
    $
    436
    
    
    $
    1,384
    
    
    $
    1,384Average interest rate
    
    
    4.2
    %
    
    
    2.7
    %
    
    
    2.6
    %
    
    
    3.5
    %
    
    
    2.9
    %
    
    
    4.6
    %
    
    
    4.2
    %Mortgage loans
    
    $
    45
    
    
    $
    59
    
    
    $
    72
    
    
    $
    64
    
    
    $
    74
    
    
    $
    106
    
    
    $
    544
    
    
    $
    964
    
    
    $
    947Average interest rate
    
    
    6.8
    %
    
    
    6.9
    %
    
    
    6.8
    %
    
    
    6.8
    %
    
    
    6.8
    %
    
    
    6.7
    %
    
    
    6.5
    %Total
    
    $
    782
    
    
    $
    1,333
    
    
    $
    1,498
    
    
    $
    1,074
    
    
    $
    903
    
    
    $
    1,446
    
    
    $
    12,090
    
    
    $
    19,126
    
    
    $
    18,799
  36




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Item 4. Controls and Procedures
   
 PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  37




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##### Table of Contents



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  (c) Total number
    
    
    (d) Maximum numberof shares (or
    
    
    (or approximate dollar(a) Total
    
    
    (b) Average
    
    
    units) purchased
    
    
    value) of sharesnumber of
    
    
    price paid
    
    
    as part of publicly
    
    
    (or units) that mayshares (or units)
    
    
    per share
    
    
    announced plans
    
    
    yet be purchased underPeriod
    
    purchased (1)
    
    
    (or units)
    
    
    or programs
    
    
    the plans or programs (2)01/01/2006-01/31/2006
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    3,465,50002/01/2006-02/28/2006
    
    
    32,000
    
    
    
    59.96
    
    
    
    32,000
    
    
    
    3,433,50003/01/2006-03/31/2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,433,500Total
    
    
    32,000
    
    
    
    59.96
    
    
    
    32,000
 
 (1)
    
    Does not include shares withheld from employee stock awards to satisfy applicable tax withholding
obligations.(2)
    
    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 replaced and terminated a previous program which authorized
repurchase of up to 3 million shares. There is no expiration date for this program. 
 Item 6. Exhibits
  39




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##### Table of Contents



SIGNATURES
  DATED: May 4, 2006
    
    AMERUS GROUP CO.By
    
    /s/ Melinda S. UrionMelinda S. UrionExecutive Vice President,Chief Financial Officer and Treasurer(Principal Financial Officer)By
    
    /s/ Brenda J. CushingBrenda J. CushingSenior Vice President and Controller(Principal Accounting Officer)
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AMERUS GROUP CO. AND SUBSIDIARIES
 
 INDEX TO EXHIBITS
 ExhibitNo.
    
    Description3.1
    
    Amended and Restated Articles of Incorporation of the Registrant filed as Exhibit 3.1 on Form
10-Q, on November 8, 2005, is hereby incorporated by reference.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.10.1
    
    Named executive officer and director compensation arrangements filed in Item 1.01 of the
Companys Current Report on Form 8-K dated February 16, 2006.11.1
    
    Statement Re: Computation of Per Share Earnings is included in note 16 to the consolidated
financial statements.12*
    
    Computation of Ratios of Earnings to Combined Fixed Charges and Preferred Stock Dividends.31.1*
    
    Certification of Chief Executive Officer of Periodic Report Pursuant to Rule 13(a)-15(e) or
Rule 15(d)-15(e).31.2*
    
    Certification of Chief Financial Officer of Periodic Report Pursuant to Rule 13(a)-15(e) or
Rule 15(d)-15(e).32.1*
    
    Certification of Chief Executive Officer of Periodic Report Pursuant to 18 U.S.C. Section 1350.32.2*
    
    Certification of Chief Financial Officer of Periodic Report Pursuant to 18 U.S.C. Section 1350.
 
 *
    
    included herein 41