American Greetings Corp. 11-K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 11-K

 
     
(Mark One):    
     
þ
  ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
 
   
 
  For the fiscal year ended December 31, 2004.
 
   
 
  OR
 
   
o
  TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
 
   
 
  For the transition period from                      to                     

Commission file number: 0-1502

A. Full title of the plan and the address of the plan, if different from that of the issuer name below:

AMERICAN GREETINGS RETIREMENT PROFIT SHARING AND SAVINGS PLAN

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

AMERICAN GREETINGS CORPORATION

ONE AMERICAN ROAD
CLEVELAND, OHIO 44144

 
 
 

 


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REQUIRED INFORMATION

The following financial statements are being furnished for the American Greetings Retirement Profit Sharing and Savings Plan (the “Plan”):

  1.   Audited statements of net assets available for benefits as of December 31, 2004 and 2003.
 
  2.   Audited statements of changes in net assets available for benefits for the years ended December 31, 2004 and 2003.

EXHIBITS

     
Exhibit No.    
23
  Consent of Independent Registered Public Accounting Firm

SIGNATURES

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the Plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

         
  AMERICAN GREETINGS RETIREMENT
PROFIT SHARING AND SAVINGS PLAN
 
 
June 29, 2005  By:   /s/ Stephen J. Smith    
    Name:   Stephen J. Smith   
    Title:   Advisory Committee Member   

 


American Greetings
Retirement Profit Sharing and Savings Plan

Audited Financial Statements
and Supplemental Schedule

Years Ended December 31, 2004 and 2003

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    1  
 
       
Audited Financial Statements
       
 
       
    2  
    3  
    4  
 
       
Supplemental Schedule
       
 
       
    9  
 EX-23 Consent of Independent Registered Public Accounting Firm

 


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Report of Independent Registered Public Accounting Firm

The Advisory Committee of the American Greetings
  Retirement Profit Sharing and Savings Plan
Cleveland, Ohio

We have audited the accompanying statements of net assets available for benefits of American Greetings Retirement Profit Sharing and Savings Plan as of December 31, 2004 and 2003, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2004 and 2003, and the changes in its net assets available for benefits for the years then ended, in conformity with U.S. generally accepted accounting principles.

Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2004, is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.

/s/ Ernst & Young LLP

Cleveland, Ohio
June 24, 2005

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American Greetings
Retirement Profit Sharing and Savings Plan

Statements of Net Assets Available for Benefits

                 
    December 31  
    2004     2003  
     
Assets
               
Investments, at fair value
  $ 708,908,241     $ 664,486,740  
Participant loans
    1,328,019       1,547,025  
 
               
Contribution receivables:
               
Employer
    15,962,087       11,899,875  
Participants
    82,860       1,403,411  
     
Total receivables
    16,044,947       13,303,286  
     
Net assets available for benefits
  $ 726,281,207     $ 679,337,051  
     

See notes to financial statements.

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American Greetings
Retirement Profit Sharing and Savings Plan

Statements of Changes in Net Assets Available for Benefits

                 
    Years Ended December 31  
    2004     2003  
     
Additions
               
Investment income:
               
Net appreciation in fair value of investments
  $ 57,092,340     $ 103,457,343  
Interest and dividends
    16,199,802       13,192,144  
Contributions:
               
Participants
    18,038,866       17,310,402  
Employer
    15,962,087       11,899,875  
Rollovers
    704,271       689,291  
Transfer from Gorant Candies, Inc. 401(k) Plan
          663,977  
     
Total additions
    107,997,366       147,213,032  
 
               
Deductions
               
Benefits paid directly to participants
    61,009,433       62,436,470  
Administrative expenses
    43,777       40,043  
     
Total deductions
    61,053,210       62,476,513  
     
 
               
Net increase
    46,944,156       84,736,519  
Net assets available for benefits at beginning of year
    679,337,051       594,600,532  
     
Net assets available for benefits at end of year
  $ 726,281,207     $ 679,337,051  
     

See notes to financial statements.

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American Greetings
Retirement Profit Sharing and Savings Plan

Notes to Financial Statements

Years Ended December 31, 2004 and 2003

1. Description of Plan

The following description of the American Greetings Retirement Profit Sharing and Savings Plan (the Plan) provides only general information. Participants should refer to the Plan Agreement for a more complete description of the Plan’s provisions.

General

The Plan is a defined contribution plan covering substantially all full-time nonunion employees and certain union employees of American Greetings Corporation (the Corporation) and its domestic subsidiaries. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).

Contributions

The Corporation annually contributes 8% of its consolidated domestic pretax profits (as defined), excluding dividends and gains and losses from capital assets and foreign currency transactions, to the Plan. A contribution of $3,395,200 and $7,121,597 was made by the Corporation for 2004 and 2003, respectively, based on the Corporation’s pretax profits for its fiscal year-end February 28, 2005 and February 29, 2004, respectively. Additional discretionary amounts may be contributed at the option of the Corporation’s Board of Directors. The Corporation made a discretionary contribution of $7,884,800 for 2004. No discretionary contribution was made for 2003.

Participants may contribute 2% to 50% of pretax annual compensation (401(k) contributions), as defined in the Plan. The Corporation may restrict individual contributions below 50% in order to meet certain governmental limitations. The Corporation contributes 40% of the first 6% of pretax annual compensation that a participant contributes to the Plan, provided that the Corporation achieves certain predetermined financial goals. The Corporation’s matching contribution was $4,682,087 and $4,778,278 for 2004 and 2003, respectively. All contributions are invested in accordance with the participants’ investment elections.

Participants direct the investment of their accounts, together with their share of the Corporation’s annual contributions, in increments of 1% to any of the investment options offered under the Plan.

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American Greetings
Retirement Profit Sharing and Savings Plan

Notes to Financial Statements (continued)

1. Description of the Plan (continued)

Participant Accounts and Vesting

Each participant’s account is credited with the participant’s 401(k) contributions and allocations of (a) the Corporation’s profit sharing contribution and 401(k) match and (b) Plan earnings. Allocations are based on participant compensation, participant elections, or account balances, as defined. Individuals who have retired or terminated employment with the Corporation do not participate in the Corporation’s future contributions to the Plan. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account. Participants are immediately vested in both their and the Corporation’s contributions, plus actual earnings thereon.

Participant Loans

Participants may borrow against their elected deferred contributions or rollover contributions, a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their account balance. Loan terms range from six to sixty months, or a reasonable period of time as determined by the Advisory Committee for loans used for the purchase of a participant’s primary residence. The loans are secured by the balance in the participant’s account and bear interest at a rate of prime plus one percent at the time of the loan origination. Principal and interest are paid ratably through monthly payroll deductions.

Payment of Benefits

At the time of a participant’s retirement or termination of service, the participant may elect to receive a lump sum payment or to be paid in monthly, quarterly, or annual installments.

Plan Termination

Although it has not expressed any intent to do so, the Corporation has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, the assets of the Plan will be distributed to the participants on the basis of individual account balances at the date of termination.

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American Greetings
Retirement Profit Sharing and Savings Plan

Notes to Financial Statements (continued)

2. Summary of Accounting Policies

Basis of Accounting

The financial statements have been prepared on the accrual basis of accounting.

Investment Valuation and Income Recognition

The Plan’s investments are stated at fair value. The shares of registered investment companies are valued at quoted market prices, which represent the net asset values of shares held by the Plan at year-end. The common shares of the Corporation are valued at the last reported sales price on the last business day of the plan year. The participant loans are valued at their outstanding balances, which approximate fair value.

Purchases and sales of investments are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

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American Greetings
Retirement Profit Sharing and Savings Plan

Notes to Financial Statements (continued)

3. Investments

The Plan’s investments are held by Vanguard Fiduciary Trust Company, Trustee of the Plan. The fair value of individual investments that represent 5% or more of the fair value of the Plan’s net assets are as follows:

                 
    December 31  
    2004     2003  
     
Vanguard 500 Index Fund Investor Shares
  $ 132,823,700     $ 127,160,541  
Vanguard PRIMECAP Fund
    208,258,043       181,945,109  
Vanguard Wellington Fund Investor Shares
    61,630,769       54,022,854  
Vanguard Prime Money Market Fund
    68,759,246       74,231,744  
One Group Bond Fund; Class I Shares
    125,246,623       130,051,091  

During the years ended December 31, 2004 and 2003, the Plan’s investments (including investments purchased, sold, as well as held during the year) appreciated in fair value as determined by quoted market prices as follows:

                 
    2004     2003  
     
Registered investment companies
  $ 52,839,402     $ 92,766,658  
Common shares of American Greetings Corporation
    4,252,938       10,690,685  
     
Net appreciation in fair value of investments
  $ 57,092,340     $ 103,457,343  
     

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American Greetings
Retirement Profit Sharing and Savings Plan

Notes to Financial Statements (continued)

4. Income Tax Status

The underlying volume submitter plan has received an advisory letter from the Internal Revenue Service (IRS) dated November 20, 2002 stating that the form of the plan is qualified under Section 401 of the Internal Revenue Code (the Code), and therefore, the related trust is tax exempt. In accordance with Revenue Procedure 2002-6 and Announcement 2001-77, the Plan Sponsor has determined that it is eligible to and has chosen to rely on the current IRS volume submitter advisory letter. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax exempt.

5. Transactions With Parties in Interest

The Plan held 295,601 Class A shares and 900,000 Class B shares of American Greetings Corporation common shares at December 31, 2004 with a combined fair value of $30,308,485 (588,756 and 900,000 shares, respectively, at December 31, 2003 with a combined fair value of $32,599,094). Class B shares are not publicly traded. The Plan invests in shares of mutual funds managed by an affiliate of the Trustee. Accounting, legal and certain other administrative fees are paid by the Corporation. All other expenses of the Plan are paid by the Plan. Investment advisory fees for portfolio management of Vanguard Funds are paid directly from individual fund earnings.

6. Transfers of Assets From Other Plans

Effective at the close of business on July 31, 2003, the Gorant Candies, Inc. 401(k) Plan was merged with the Plan and net assets of $663,977, representing participant account balances as of that date, were transferred to the Plan.

7. Risks and Uncertainties

The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.

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American Greetings
Retirement Profit Sharing and Savings Plan

EIN #34-0065325 Plan #001

Schedule H, Line 4i – Schedule of Assets
(Held at End of Year)

December 31, 2004

                 
    Description of        
    Investment Including        
    Maturity Date,        
Identity of Issue, Borrower,   Rate of Interest,     Current  
Lessor, or Similar Party   Par, or Maturity Value     Value  
 
Value of interest in registered investment companies
           
One Group Bond Fund; Class I Shares
  11,469,471 shares   $ 125,246,623  
*Vanguard 500 Index Fund Investor Shares
  1,189,750 shares     132,823,700  
*Vanguard PRIMECAP Fund
  3,342,826 shares     208,258,043  
*Vanguard Wellington Fund Investor Shares
  2,041,430 shares     61,630,769  
*Vanguard Prime Money Market Fund
  68,759,246 shares     68,759,246  
*Vanguard Windsor II Investor Shares
  1,146,870 shares     35,243,311  
*Vanguard Wellesley Income Fund Investor Shares
  799,256 shares     17,247,948  
*Vanguard International Growth Fund
  748,983 shares     14,125,815  
*Vanguard Extended Market Index Fund Investor Shares
  486,744 shares     15,264,301  
 
             
Total value of interest in registered investment companies
            678,599,756  
 
               
Employer-related investments
               
*American Greetings Corp. Class A Common Shares
  295,601 shares     7,493,485  
*American Greetings Corp. Class B Common Shares
  900,000 shares     22,815,000  
 
             
Total employer-related investments
            30,308,485  
 
               
*Loans to participants
  5.25% to 10.5%,        
 
  various maturity dates     1,328,019  
 
             
 
          $ 710,236,260  
 
             
 
*   Indicates party in interest to the Plan.

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