UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                  FORM 10-Q

         [X]|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2005

                                     or

        [ ]MARCH 31, 2006

                                     OR

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

       For the Transition Period from          to
                                            --------    --------

                       Commission file numberFOR THE TRANSITION PERIOD FROM______________ TO________________

                       COMMISSION FILE NUMBER 33-28976

                         IDS LIFE INSURANCE COMPANY
                         --------------------------
           (Exact name of registrant as specified in its charter)

           
                       MINNESOTA                                       41-0823832
- -------------------------------------------------------   ------------------------------------
            (State or other jurisdiction of               (I.R.S. Employer Identification No.)
            incorporation or organization)


829MINNESOTA                                  41-0823832
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
 incorporation or organization)

55 AMERIPRISE FINANCIAL CENTER, MINNEAPOLIS, MINNESOTA               55474
- -------------------------------------------------------   ------------------------------------
       (Address of principal executive offices)                    (Zip Code)
Registrant's telephone number, including area code (612) 671-3131 ---------------- 829 AXP FINANCIAL CENTER, MINNEAPOLIS, MINNESOTA - ------------------------------------------------------------------------------ FormerNONE (Former name, former address and former fiscal year, if changed since last report.) 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. Yes X|X| No --- ---|_| Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. Large accelerated filer |_| Accelerated filer |_| Non-accelerated filer |X| Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes |_| No X --- ---|X| Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. CLASS OUTSTANDING AT MAY 9, 2006 - ------------------------------------------------- -------------------------- Common Stock (par value $30 per share) 100,000 shares THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTIONS H(1) (a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT. IDS LIFE INSURANCE COMPANY FORM 10-Q INDEX Page No. -------- PART I. Financial Information: Item 1. Financial Statements Consolidated Balance Sheets -- June 30, 2005 and December 31, 2004 1 Consolidated Statements of Income -- Three Months Ended June 30, 2005 and 2004 2 Consolidated Statements of Income -- Six Months Ended June 30, 2005 and 2004 3 Consolidated Statements of Cash Flows -- Six Months Ended June 30, 2005 and 2004 4 Consolidated Statements of Stockholder's Equity -- Six Months Ended June 30, 2005 and 2004 5 Notes to Consolidated Financial Statements 6-8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9-16 Item 4. Controls and Procedures 17-18 PART II. Other Information Item 1. Legal Proceedings 19 Item 6. Exhibits and Reports on Form 8-K 19 Signatures 20 Exhibit Index IDS LIFE INSURANCE COMPANY FORM 10-Q INDEX
PAGE NO. -------- Part I. Financial Information: Item 1. Financial Statements Consolidated Balance Sheets - March 31, 2006 and December 31, 2005.................................. 1 Consolidated Statements of Income - Three Months Ended March 31, 2006 and 2005...................... 2 Consolidated Statements of Cash Flows - Three Months Ended March 31, 2006 and 2005.................. 3 Consolidated Statements of Stockholder's Equity - Three Months Ended March 31, 2006 and 2005........ 4 Notes to Consolidated Financial Statements.......................................................... 5-8 Item 2. Management's Discussion and Analysis................................................................ 9-12 Item 4. Controls and Procedures............................................................................. 13-14 Part II. Other Information: Item 1. Legal Proceedings................................................................................... 14 Item 1A. Risk Factors........................................................................................ 14 Item 5. Other Information................................................................................... 14 Item 6. Exhibits............................................................................................ 14 Signatures.................................................................................................... 15 Exhibit Index................................................................................................. E-1
PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS
IDS LIFE INSURANCE COMPANY CONSOLIDATED BALANCE SHEETS (thousands,(in thousands, except share data)amounts)
June 30, DecemberMARCH 31, DECEMBER 31, 2006 2005 2004 ----------- ------------ (Unaudited) --------------- --------------- (UNAUDITED) Assets - ------ ASSETS Investments: Available-for-Sale: Fixed maturities, at fair value (amortized cost: 2006, $27,624,166; 2005, $27,060,062; 2004, $27,400,640) $27,737,220 $28,131,195 Preferred and common$27,817,021) $ 27,093,965 $ 27,753,174 Common stocks, at fair value (cost: 2006 and 2005, and 2004, $30,019) 31,800 31,256$13)............................... 24 21 Mortgage loans on real estate, at cost (less reserves:allowance for loan losses: 2006, $37,347; 2005, $41,347 and 2004, $45,347) 2,849,178 2,923,542$41,347)........................................................................ 2,805,244 2,842,362 Policy loans 593,103 588,574loans............................................................................. 610,960 605,212 Trading securities and other investments 681,686 802,096 ----------- -----------investments................................................. 517,499 547,668 --------------- --------------- Total investments 31,892,987 32,476,663investments............................................................... 31,027,692 31,748,437 Cash and cash equivalents 1,019,382 131,427 Restricted cash 208,310 535,821equivalents................................................................ 39,403 233,589 Reinsurance recoverables 947,956 876,408recoverables................................................................. 1,013,263 982,521 Amounts due from brokers 43,742 7,109brokers................................................................. 3,015 4,166 Other accounts receivable 57,526 52,527receivable................................................................ 47,735 62,930 Accrued investment income 338,501 351,522income................................................................ 326,425 328,567 Deferred policy acquisition costs 3,748,720 3,637,956costs............................................................... 4,145,050 4,035,879 Deferred sales inducement costs 329,671 302,997costs.......................................................... 393,938 370,166 Deferred income tax assets, net.......................................................... 124,017 - Other assets 118,712 259,600assets............................................................................. 236,008 220,371 Separate account assets 33,821,783 32,454,032 ----------- -----------assets.................................................................. 41,247,882 37,929,960 --------------- --------------- Total assets $72,527,290 $71,086,062 =========== =========== Liabilities and Stockholder's Equity - ------------------------------------ Liabilities:assets........................................................................... $ 78,604,428 $ 75,916,586 =============== =============== LIABILITIES AND STOCKHOLDER'S EQUITY LIABILITIES: Future policy benefits: Fixed annuities $26,697,459 $26,978,596annuities....................................................................... $ 25,528,620 $ 26,126,068 Variable annuity guarantees 31,966 32,955guarantees........................................................... 17,788 29,550 Universal life insurance 3,707,431 3,689,639insurance.............................................................. 3,705,181 3,711,628 Traditional life insurance 283,783 271,516insurance............................................................ 305,705 298,479 Disability income and long-term care insurance 2,049,625 1,942,656insurance........................................ 2,216,833 2,145,969 Policy claims and other policyholders' funds 79,655 69,884funds............................................. 82,087 90,233 Amounts due to brokers 246,275 162,609brokers................................................................... 31,296 31,772 Deferred income taxes, net 166,745 141,202tax liabilities, net..................................................... - 9,099 Other liabilities 346,672 437,418liabilities........................................................................ 460,214 381,938 Separate account liabilities 33,821,783 32,454,032 ----------- -----------liabilities............................................................. 41,247,882 37,929,960 --------------- --------------- Total liabilities 67,431,394 66,180,507 ----------- ----------- Stockholder's equity:liabilities...................................................................... 73,595,606 70,754,696 --------------- --------------- STOCKHOLDER'S EQUITY: Capital stock, $30 par value; 100,000 shares authorized, issued and outstandingoutstanding...................................... 3,000 3,000 Additional paid-in capital 1,370,388 1,370,388capital............................................................... 2,020,388 2,020,388 Retained earnings 3,407,479 3,190,474earnings........................................................................ 3,381,105 3,269,206 Accumulated other comprehensive income,loss, net of tax: Net unrealized securities gains 351,959 370,615 Net unrealized derivative losses (36,930) (28,922) ----------- ----------- Total accumulated other comprehensive income 315,029 341,693 ----------- -----------tax......................................... (395,671) (130,704) --------------- --------------- Total stockholder's equity 5,095,896 4,905,555 ----------- -----------equity............................................................. 5,008,822 5,161,890 --------------- --------------- Total liabilities and stockholder's equity $72,527,290 $71,086,062 =========== ===========equity............................................. $ 78,604,428 $ 75,916,586 =============== =============== See Notes to Consolidated Financial StatementsStatements.
1 IDS LIFE INSURANCE COMPANY CONSOLIDATED STATEMENTS OF INCOME (thousands) (Unaudited)(UNAUDITED) (in thousands)
Three Months Ended June 30, --------------------------THREE MONTHS ENDED MARCH 31, --------------------------------------- 2006 2005 2004 -------- -------- ---------------- ----------------- Revenues: REVENUES Premiums: Traditional life insuranceinsurance...................................................... $ 19,26718,164 $ 17,00317,490 Disability income and long-term care insurance 72,776 70,268 -------- --------insurance.................................. 74,343 71,343 ---------------- ----------------- Total premiums 92,043 87,271premiums.............................................................. 92,507 88,833 Net investment income 422,922 464,644income............................................................. 444,475 458,788 Contractholder and policyholder charges 142,757 138,181charges........................................... 152,408 143,057 Mortality and expense risk and other fees 108,390 101,740fees......................................... 146,272 114,778 Net realized gain on investments 37,645 8,867 -------- --------investments.................................................. 5,839 194 ---------------- ----------------- Total 803,757 800,703 -------- -------- Benefits and Expenses:revenues.............................................................. 841,501 805,650 ---------------- ----------------- BENEFITS AND EXPENSES Death and other benefits: Traditional life insurance 8,511 9,528insurance...................................................... 5,418 12,069 Investment contracts and universal life-type insurance 66,437 58,474insurance.......................... 57,013 52,287 Disability income and long-term care insurance 19,022 16,178insurance.................................. 20,748 17,177 Increase (decrease) in liabilities for future policy benefits: Traditional life insurance 1,472 649insurance...................................................... (219) 938 Disability income and long-term care insurance 29,969 34,566insurance.................................. 42,171 29,597 Interest credited to account values 280,359 280,009values............................................... 269,551 273,262 Amortization of deferred policy acquisition costs 98,193 88,206costs........................................ 105,285 99,082 Separation costs 25,772costs.................................................................. 24,607 - Other insurance and operating expenses 148,171 119,824 -------- --------expenses............................................ 156,854 137,524 ---------------- ----------------- Total 677,906 607,434 -------- --------benefits and expenses................................................. 681,428 621,936 ---------------- ----------------- Income before income tax provision 125,851 193,269provision................................................... 160,073 183,714 Income tax provision 34,387 70,165 -------- --------provision................................................................. 48,174 58,173 ---------------- ----------------- Net incomeincome........................................................................... $ 91,464 $123,104 ======== ========111,899 $ 125,541 ================ ================= See Notes to Consolidated Financial StatementsStatements.
2 IDS LIFE INSURANCE COMPANY CONSOLIDATED STATEMENTS OF INCOME (thousands) (Unaudited)
Six Months Ended June 30, -------------------------------- 2005 2004 ---------- ---------- Revenues: Premiums: Traditional life insurance $ 36,757 $ 34,054 Disability income and long-term care insurance 144,119 138,366 ---------- ---------- Total premiums 180,876 172,420 Net investment income 881,710 879,817 Contractholder and policyholder charges 285,814 274,384 Mortality and expense risk and other fees 223,168 208,982 Net realized gain on investments 37,839 17,513 ---------- ---------- Total 1,609,407 1,553,116 ---------- ---------- Benefits and Expenses: Death and other benefits: Traditional life insurance 20,580 20,090 Investment contracts and universal life-type insurance 118,724 116,707 Disability income and long-term care insurance 36,199 31,536 Increase (decrease) in liabilities for future policy benefits: Traditional life insurance 2,410 (616) Disability income and long-term care insurance 59,566 54,686 Interest credited to account values 553,621 563,080 Amortization of deferred policy acquisition costs 197,275 111,784 Separation costs 25,772 - Other insurance and operating expenses 285,695 245,412 ---------- ---------- Total 1,299,842 1,142,679 ---------- ---------- Income before income tax provision and accounting change 309,565 410,437 Income tax provision 92,560 140,536 ---------- ---------- Income before accounting change 217,005 269,901 Cumulative effect of accounting change, net of tax (Note 1) - (70,568) ---------- ---------- Net income $ 217,005 $ 199,333 ========== ========== See Notes to Consolidated Financial Statements
3 IDS LIFE INSURANCE COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (thousands) (Unaudited)(UNAUDITED) (in thousands)
Six Months Ended June 30, --------------------------------THREE MONTHS ENDED MARCH 31, ----------------------------------- 2006 2005 2004 ----------- ----------- --------------- --------------- CASH FLOWS FROM OPERATING ACTIVITIES Net incomeincome............................................................................... $ 217,005111,899 $ 199,333125,541 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Policy loans, excluding universal life-type insurance Repayment 18,265 19,370 Issuance (18,500) (19,101) Change in reinsurance recoverables (71,548) (54,109) Change in other accounts receivable (4,999) (4,148) Change in accrued investment income 13,021 9,528 Change inAmortization of deferred policy acquisition costs, net (106,155) (151,457) Change incosts............................................. 105,285 99,082 Amortization of deferred sales inducement costs, net (25,858) (20,112)costs........................................ 11,285 9,633 Capitalization of deferred acquisition costs........................................... (172,463) (141,538) Capitalization of deferred sales inducement costs...................................... (27,703) (20,657) Amortization of premium, net........................................................... 18,460 22,719 Deferred income taxes.................................................................. 9,558 43,394 Policyholder and contractholder charges, non-cash...................................... (55,164) (57,584) Net realized gain on investments....................................................... (5,839) (194) Net realized gain on trading securities and equity method investments in hedge funds... (21,201) (8,971) Change in liabilities for futureoperating assets and liabilities: Trading securities and equity method investments in hedge funds, net................... 68,928 63,236 Future policy benefits for traditional life, disability income and long-term care insurance 119,236 100,690 Change in policyinsurance........................................................................... 78,090 59,337 Policy claims and other policyholders' funds 9,771 14,089 Deferred income taxes 39,900 32,367 Change in otherfunds........................................... (8,146) 7,862 Policy loans, excluding universal life-type insurance: Repayment........................................................................... 8,573 8,799 Issuance............................................................................ (9,027) (8,856) Reinsurance recoverables............................................................... (30,742) (33,891) Other accounts receivable.............................................................. 15,195 (4,790) Accrued investment income.............................................................. 2,142 (7,030) Other assets and liabilities, net 47,587 48,803 Amortization of premium, net 46,370 43,069 Net realized gain on investments (37,839) (17,513) Trading securities and equity method investments in hedge funds, net 116,791 (29,345) Net realized gain on trading securities (4,962) (16,087) Contractholder and policyholder charges, non-cash (115,827) (115,062) Cumulative effect of accounting change, net of tax (Note 1) - 70,568 ----------- -----------net...................................................... 52,678 40,529 --------------- --------------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 242,258 110,883 ----------- -----------ACTIVITIES...................................... 151,808 196,621 --------------- --------------- CASH FLOWS FROM INVESTING ACTIVITIES Available-for-Sale securities: Sales 1,907,590 795,643Proceeds from sales.................................................................... 396,056 547,237 Maturities, sinking fund payments and calls 887,324 1,026,235 Purchases (2,458,636) (2,041,103)calls............................................ 595,209 428,245 Purchases.............................................................................. (810,097) (864,336) Other investments, excluding policy loans: Sales,Proceeds from sales, maturities, sinking fund payments and calls 308,521 307,311 Purchases (227,876) (198,010)calls....................... 148,670 98,233 Purchases.............................................................................. (128,756) (99,298) Change in amounts due to and from brokers, net 47,033 (36,033)net........................................... 675 (121,775) Change in restricted cash 327,511 10,929 ----------- -----------cash................................................................ - (40,264) --------------- --------------- NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 791,467 (135,028) ----------- -----------ACTIVITIES...................................... 201,757 (51,958) --------------- --------------- CASH FLOWS FROM FINANCING ACTIVITIES Activity related to investment contracts and universal life-type insurance: Considerations received 883,552 1,127,947received................................................................ 335,567 443,345 Interest credited to account values 553,621 563,080values.................................................... 269,551 273,262 Surrenders and other benefits (1,578,649) (1,400,677)benefits.......................................................... (1,147,575) (793,517) Universal life-type insurance policy loans: Repayment 46,477 46,102 Issuance (50,771) (46,397) Cash dividend to parent - (430,000) ----------- -----------Repayment.............................................................................. 24,975 21,991 Issuance............................................................................... (30,269) (24,190) --------------- --------------- NET CASH USED INPROVIDED BY (USED IN) FINANCING ACTIVITIES (145,770) (139,945) ----------- -----------ACTIVITIES...................................... (547,751) (79,109) --------------- --------------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 887,955 (164,090)EQUIVALENTS..................................... (194,186) 65,554 Cash and cash equivalents at beginning of periodperiod......................................... 233,589 131,427 400,294 ----------- -------------------------- --------------- CASH AND CASH EQUIVALENTS AT END OF PERIODPERIOD............................................... $ 1,019,38239,403 $ 236,204 =========== =========== SUPPLEMENTAL DISCLOSURES:196,981 =============== =============== Supplemental disclosures: Income taxes paidpaid...................................................................... $ 99,79813,106 $ 83,26131,651 Interest paid on borrowingsborrowings............................................................ $ 63146 $ 37953 See Notes to Consolidated Financial StatementsStatements.
43 IDS LIFE INSURANCE COMPANY CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY (thousands) (Unaudited)(UNAUDITED) THREE MONTHS ENDED MARCH 31, 2006 AND 2005 (in thousands)
Accumulated Additional Other Capital Paid-In Comprehensive Retained Total Stock Capital Income/(Loss) Earnings - ------------------------------------------------------------------------------------------------------------------------------- ACCUMULATED ADDITIONAL OTHER CAPITAL PAID-IN RETAINED COMPREHENSIVE STOCK CAPITAL EARNINGS INCOME (LOSS) TOTAL ----------- ------------- ------------ ----------------- ------------- Balances at December BALANCES AT DECEMBER 31, 2003 $5,397,836 $3,000 $1,370,3882004............ $ 399,611 $3,624,837 - -------------------------------------------------------------------------------------------------------------------------------3,000 $ 1,370,388 $3,190,474 $ 341,693 $ 4,905,555 Comprehensive loss: Net income 199,333 199,333income............................ 125,541 125,541 Change in net unrealized holding gainslosses on Available-for-Sale securities, net of reclassification adjustments and other adjustments to deferred policy acquisition costs, deferred sales inducement costs and fixed annuity liabilities, net of related deferred income taxes (368,405) (368,405) Reclassification adjustment for gains on derivatives includednet........... (310,033) (310,033) Change in net income, net of related deferred income taxes (12,227) (12,227) ---------unrealized derivative losses, net......................... (6,684) (6,684) ------------- Total comprehensive loss (181,299) Dividends to parent (430,000) (430,000) - ------------------------------------------------------------------------------------------------------------------------------- Balances at June 30, 2004 $4,786,537 $3,000 $1,370,388loss................. (191,176) ----------- ------------- ------------ ----------------- ------------- BALANCES AT MARCH 31, 2005............... $ 18,979 $3,394,170 =============================================================================================================================== Balances at December3,000 $ 1,370,388 $3,316,015 $ 24,976 $ 4,714,379 =========== ============= ============ ================= ============= BALANCES AT DECEMBER 31, 2004 $4,905,555 $3,000 $1,370,3882005............ $ 341,693 $3,190,4743,000 $ 2,020,388 $3,269,206 $ (130,704) $ 5,161,890 Comprehensive income:loss: Net income 217,005 217,005income............................ 111,899 111,899 Change in net unrealized holding gainslosses on Available-for-Sale securities, net of reclassification adjustments and other adjustments to deferred policy acquisition costs, deferred sales inducement costs and fixed annuity liabilities, net of related deferred income taxes (18,656) (18,656) Reclassification adjustment for gains on derivatives includednet........... (265,680) (265,680) Change in net income, net of related deferred income taxes (8,008) (8,008) ---------unrealized derivative losses, net......................... 713 713 ------------- Total comprehensive income 190,341 - ------------------------------------------------------------------------------------------------------------------------------- Balances at June 30, 2005 $5,095,896 $3,000 $1,370,388loss................. (153,068) ----------- ------------- ------------ ----------------- ------------- BALANCES AT MARCH 31, 2006............... $ 315,029 $3,407,479 ===============================================================================================================================3,000 $ 2,020,388 $3,381,105 $ (395,671) $ 5,008,822 =========== ============= ============ ================= ============= See Notes to Consolidated Financial StatementsStatements.
54 IDS LIFE INSURANCE COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(UNAUDITED) 1. BASIS OF PRESENTATION The accompanying Consolidated Financial Statements should be read in conjunction withinclude the financial statements in the Annual Report on Form 10-Kaccounts of IDS Life Insurance Company (IDS Life) for the year ended December 31, 2004. Certain reclassifications of prior period amountsand companies in which it directly or indirectly has a controlling financial interest. All material intercompany transactions and balances between or among IDS Life Insurance Company and its subsidiaries and affiliates have been madeeliminated in consolidation. IDS Life Insurance Company is a stock life insurance company with four wholly-owned operating subsidiaries: IDS Life Insurance Company of New York, American Partners Life Insurance Company, American Enterprise Life Insurance Company and American Centurion Life Assurance Company. IDS Life Insurance Company also owns IDS REO 1, LLC, IDS REO 2, LLC and American Enterprise REO 1, LLC which hold real estate investments. IDS Life Insurance Company and its seven subsidiaries are referred to conform to the current presentation.collectively in this Form 10-Q as "IDS Life". The accompanying Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). The interim financial information in this report has not been audited. In the opinion of management, all adjustments necessary for a fair presentation of the consolidated financial position and the consolidated results of operations for the interim periods have been made. All adjustments made were of a normal, recurring nature. Results of operations reported for interim periods are not necessarily indicative of results for the entire year. SeparationThese Consolidated Financial Statements and Notes should be read in conjunction with the Annual Report on Form 10-K of AmeripriseIDS Life for the year ended December 31, 2005, filed with the Securities and Exchange Commission ("SEC") on March 10, 2006. Certain reclassifications of prior period amounts have been made to conform to the current presentation. 2. RECENT ACCOUNTING PRONOUNCEMENTS In February 2006, the Financial ----------------------------------Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 155, "Accounting for Certain Hybrid Financial Instruments-an amendment of FASB Statements No. 133 and 140." SFAS No. 155 improves financial reporting by eliminating the exemption from applying SFAS No. 133 to interests in securitized financial assets so that similar instruments are accounted for similarly regardless of the form of the instruments. It also improves financial reporting by allowing a preparer to elect fair value measurement at acquisition, at issuance, or when a previously recognized financial instrument is subject to a remeasurement (new basis) event, on an instrument-by-instrument basis, in cases in which a derivative would otherwise have to be bifurcated. SFAS No. 155 is effective for all financial instruments acquired or issued after the beginning of an entity's first fiscal year that begins after September 15, 2006. IDS Life is currently evaluating the impact of SFAS No. 155 on IDS Life's consolidated results of operations and financial condition. On November 3, 2005, the FASB issued FASB Staff Position ("FSP") FAS 115-1 and FAS 124-1, "The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments." FSP FAS 115-1 and FAS 124-1 address the determination as to when an investment is considered impaired, whether that impairment is other-than-temporary and the measurement of loss. It also includes accounting considerations subsequent to the recognition of an other-than-temporary impairment and requires certain disclosures about unrealized losses that have not been recognized as other-than-temporary impairments. FSP FAS 115-1 and FAS 124-1 are effective for reporting periods beginning after December 15, 2005. The effect of adopting FSP FAS 115-1 and FAS 124-1 on IDS Life's consolidated results of operations and financial condition was not material. 5 IDS LIFE INSURANCE COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 2. RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED) In September 2005, the American Institute of Certified Public Accountants issued Statement of Position 05-1, "Accounting by Insurance Enterprises for Deferred Acquisition Costs in Connection With Modifications or Exchanges of Insurance Contracts" ("SOP 05-1"). SOP 05-1 provides guidance on accounting by insurance enterprises for deferred acquisition costs on internal replacements of insurance and investment contracts other than those specifically described in SFAS No. 97, "Accounting and Reporting by Insurance Enterprises for Certain Long-Duration Contracts and for Realized Gains and Losses from the Sale of Investments." SOP 05-1 is effective for internal replacements occurring in fiscal years beginning after December 15, 2006, with earlier adoption encouraged. IDS Life is currently evaluating the impact of SOP 05-1 on IDS Life's consolidated results of operations and financial condition. In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections" ("SFAS 154"). This statement replaces Accounting Principles Board ("APB") Opinion No. 20, "Accounting Changes," and SFAS No. 3, "Reporting Accounting Changes in Interim Financial Statements" and changes the requirements for the accounting for and reporting of a change in accounting principle. SFAS 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The effect of adopting SFAS 154 on IDS Life's consolidated results of operations and financial condition was not material. 3. SEPARATION OF AMERIPRISE FINANCIAL, INC. IDS Life Insurance Company is a wholly ownedwholly-owned subsidiary of Ameriprise Financial, Inc. (Ameriprise Financial)("Ameriprise Financial"). Prior to August 1, 2005, Ameriprise Financial was knownreferred to as American Express Financial Corporation (AEFC). Ameriprise Financial is a wholly owned subsidiary ofCorporation. On February 1, 2005, the American Express Company (American Express).("American Express") Board of Directors announced its intention to pursue the disposition of 100% of its shareholdings in what is now Ameriprise Financial changed its name on August 1, 2005("the Separation") through a tax-free distribution to American Express shareholders. Effective as a consequence of the plans announced by American Expressclose of business on February 1, 2005, to pursue a spin off of the businesses now being operated under the Ameriprise Financial name. The separation from American Express is expected to be completed on or after September 30, 2005, subject to certain regulatory and other approvals, including final approval by the board of directors of American Express. After the expected separation from American Express Ameriprise Financialcompleted the Separation and its subsidiaries will no longer be affiliated with American Express. Ameriprise Financial anddistribution of common shares to American Express will be independent companies, with separate public ownership, boards of directors and management.shareholders ("the Distribution"). In connection with the Distribution, Ameriprise Financial entered into certain agreements with American Express to effect the separation of its business and to define the responsibility for obligations arising before and after the date of the Distribution, including, among others, obligations relating to transition services, taxes, and employees. IDS Life will bewas allocated certain separation and distribution-related expenses incurred as a result of Ameriprise Financial becoming an independent company. Cumulatively, the expenses allocated to IDS Life are expected to be significant to IDS Life. IDS Life received a capital contribution of $650 million from Ameriprise Financial will provide additional capital to IDS Lifeduring the third quarter of 2005 to support its current financial strength ratings. Separation Costs ----------------ratings and to cover separation costs. During the quarter ended June 30, 2005, Ameriprise Financial developed an allocation policy for separation costs resulting in the allocation of certain costs to IDS Life that it considered to be a reasonable reflection of separation costs benefiting IDS Life. During the quarter ended June 30, 2005, IDS Life recorded $25.8 million in allocated separation costs. Had this allocation method been applied for the quarter ended March 31, 2005, approximately $6.7 million of these costs would have been charged to IDS Life during that period. Separation costs generally consist of financial advisor and employee retention program costs, information technology costs,allocated re-branding and marketing costs and certain consulting expensescosts to separate and reestablish technology platforms related to the separation and distributionDistribution of Ameriprise Financial. For the three months ended March 31, 2006, IDS Life incurred $24.6 million in separation costs. 6 IDS LIFE INSURANCE COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Application of Recently Issued Accounting Standards --------------------------------------------------- In July 2003, the American Institute of Certified Public Accountants issued SOP 03-1 effective for fiscal years beginning after December 15, 2003. SOP 03-1 provides guidance on separate account presentation and accounting for interests in separate accounts. Additionally, SOP 03-1 provides clarifying guidance as to the recognition of bonus interest and other sales inducement benefits and the presentation of any deferred amounts in the financial statements. Lastly, SOP 03-1 requires insurance enterprises to establish additional liabilities for benefits that may become payable under variable annuity death benefit guarantees or other insurance or annuity contract provisions. Where an additional liability is established, the recognition of this liability will then be considered in amortizing deferred policy acquisition costs (DAC) and any deferred sales inducement costs associated with those insurance or annuity contracts. The adoption of SOP 03-1 as of January 1, 2004, resulted in a cumulative effect of accounting change that reduced the first quarter 2004 results by $70.6 million ($108.6 million pretax). The cumulative effect of accounting change consisted of: (i) $42.9 million pretax from establishing additional liabilities for certain variable annuity guaranteed benefits ($32.8 million) and from considering these liabilities in valuing DAC and deferred sales inducement costs associated with those contracts ($10.1 million) and (ii) $65.7 million pretax from establishing additional liabilities for certain variable universal life and single pay universal life insurance contracts under which contractual cost of insurance charges are expected to be less than future death benefits ($92 million) and from considering these liabilities in valuing DAC associated with those contracts ($26.3 million offset). Prior to the adoption of SOP 03-1, amounts paid in excess of contract value were expensed when payable. IDS Life's accounting for separate accounts was already consistent with the provisions of SOP 03-1 and, therefore, there was no impact related to this requirement. In November 2003, the Financial Accounting Standards Board (FASB) ratified a consensus on the disclosure provisions of Emerging Issues Task Force (EITF) Issue 03-1, "The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments" (EITF 03-1). IDS Life complied with the disclosure provisions of this rule in Note 2 to the Consolidated Financial Statements included in its Annual Report on Form 10-K for the years ended December 31, 2004 and 2003. In March 2004, the FASB reached a consensus regarding the application of a three-step impairment model to determine whether investments accounted for in accordance with SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities" (SFAS No. 115), and other cost method investments are other-than-temporarily impaired. However, with the issuance of FASB Staff Position (FSP) No. EITF 03-1-1, "Effective Date of Paragraphs 10-20 of EITF 03-1," on September 30, 2004, the provisions of the consensus relating to the measurement and recognition of other-than-temporary impairments will be deferred pending further clarification from the FASB. The remaining provisions of this rule, which primarily relate to disclosure requirements, are required to be applied prospectively to all current and future investments accounted for in accordance with SFAS No. 115 and other cost method investments. IDS Life will evaluate the potential impact of EITF 03-1 after the FASB completes its reassessment. 7 IDS LIFE INSURANCE COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 2.(UNAUDITED) (CONTINUED) 4. INVESTMENT SECURITIES Gross realized gains and losses on sales of Available-for-Sale securities and other-than-temporary impairment losses on Available-for-Sale securities included in net realized gains and losses recognized for other-than-temporary impairments of securities classified as Available-for-Sale, using the specific identification method, were as follows for the three and six months ended June 30:follows:
Three Months Ended Six Months Ended June 30, June 30, ---------------------- ----------------------THREE MONTHS ENDED MARCH 31, ------------------------------------ 2006 2005 2004 2005 2004 -------- ------- -------- ------- (Thousands) ---------------- ------------- (IN THOUSANDS) Gross realized gains on salesfrom sales......................... $ 63,52910,537 $ 10,543 $ 72,363 $ 23,7698,834 Gross realized (losses) on sales $(24,153) $ (2,663) $(32,247) $ (6,389) Realized (losses) recognized for other-than-temporary impairments $losses from sales........................ (5,172) (8,094) Other-than-temporary impairments........................ - $ - $ (636) $ (130)
3.5. INCOME TAXES IDS Life is required to establish a valuation allowance for any portion of the deferred tax assets that management believes will not be realized. Included in IDS Life's deferred tax assets is a significant deferred tax asset relating to capital losses realized for tax return purposes and capital losses that have been recognized for financial statement purposes but not yet for tax return purposes. Under current U.S. federal income tax law, capital losses generally must be used against capital gain income within five years of the year in which the capital losses are recognized for tax purposes. IDS Life's deferred tax assets include $231 million in capital loss carryforwards that expire December 31, 2009. Based on analysis of IDS Life's tax position, management believes it is more likely than not that the results of future operations and implementation of tax planning strategies will generate sufficient taxable income to enable IDS Life to utilize all of its deferred tax assets. Accordingly, no valuation allowance for deferred tax assets was established as of March 31, 2006 and December 31, 2005. 6. COMMITMENTS AND CONTINGENCIES At June 30, 2005March 31, 2006 and December 31, 2004,2005, IDS Life had commitments to fund mortgage loans on real estate of $217$94.6 million and $92.5$106.8 million, respectively. The Securities and Exchange Commission (SEC),SEC, the National Association of Securities Dealers (NASD) and several state attorneys generalauthorities have brought proceedings challenging several mutual fund and variable accountproduct financial practices, generally including suitability, late trading, market timing, compensation and disclosure of revenue sharing arrangements and inappropriate sales of B shares.arrangements. IDS Life and its subsidiaries havehas received requests for information and havehas been contacted by regulatory authorities concerning its practices and is cooperating fully with these inquiries. IDS Life and its subsidiaries areis involved in a number of other legal and arbitration proceedings concerning matters arising in connection with the conduct of their respectiveits business activities. IDS Life believes it has meritorious defenses to each of these actions and intends to defend them vigorously. IDS Life believes that it is not a party to, nor are any of its properties the subject of, any pending legal, arbitration or arbitrationregulatory proceedings that would have a material adverse effect on IDS Life'sits consolidated financial condition, results of operations or liquidity. However, it is possible that the outcome of any such proceedings could have a material adverse impact on results of operations in any particular reporting period as the proceedings are resolved. The IRS routinely examines7 IDS Life's federal income tax returnsLIFE INSURANCE COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 7. REGULATORY REQUIREMENTS IDS Life Insurance Company and is currently conducting an auditits wholly-owned life insurance subsidiaries are subject to regulatory capital requirements. Actual capital, determined on a statutory basis, and regulatory capital requirements, based on the most recent statutory risk-based capital filings for each of the 1997 through 2002 tax years. Management does not believe there will be a material adverse effect on IDS Life's consolidated financial positionlife insurance entities are as a resultfollows:
REGULATORY CAPITAL ACTUAL CAPITAL AS OF(a) REQUIREMENT ---------------------------------------- ----------------- MARCH 31, DECEMBER 31, DECEMBER 31, 2006 2005 2005 ------------------- ----------------- ----------------- (IN THOUSANDS) IDS Life Insurance Company.......................... $ 3,376,810 $ 3,270,285 $ 750,975 American Enterprise Life Insurance Company.......... 585,731 583,303 125,285 IDS Life Insurance Company of New York.............. 254,712 246,001 39,880 American Partners Life Insurance Company............ 70,053 67,884 10,906 American Centurion Life Assurance Company........... 64,058 61,748 12,654
-------------- (a) Actual capital, as defined by the National Association of these audits.Insurance Commissioners for purposes of meeting regulatory capital requirements, includes statutory capital and surplus, plus certain statutory valuation reserves. 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe following Management's Discussion and Analysis ("MD&A") should be read in conjunction with IDS Life Insurance Company's Consolidated Financial Statements and related notes presented in Item 1. IDS Life Insurance Company and its seven subsidiaries are referred to collectively in this Form 10-Q as "IDS Life". This discussion may contain forward-looking statements that reflect IDS Life's plans, estimates and beliefs. Actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those discussed under "Forward-Looking Statements." IDS Life believes it is useful to read its MD&A in conjunction with its Annual Report on Form 10-K for the year ended December 31, 2005, filed with the Securities and Exchange Commission ("SEC") on March 10, 2006, as well as its current reports on Form 8-K and other publicly available information. IDS Life follows United States generally accepted accounting principles ("GAAP"), and the following discussion is presented on a consolidated basis consistent with GAAP. Management's narrative analysis of the results of operations is presented in lieu of MD&A, pursuant to General Instructions H(2) (a) of Form 10-Q. OVERVIEW IDS Life Insurance Company is a stock life insurance company organized under the lawswith four wholly-owned operating subsidiaries: IDS Life Insurance Company of the State of Minnesota.New York, American Partners Life Insurance Company, American Enterprise Life Insurance Company and American Centurion Life Assurance Company. IDS Life Insurance Company is a wholly ownedwholly-owned subsidiary of Ameriprise Financial, Inc. (Ameriprise Financial)("Ameriprise Financial"). Prior to August 1, 2005, Ameriprise Financial was known as American Express Financial Corporation (AEFC). Ameriprise Financial is a wholly owned subsidiary of American Express Company (American Express). Ameriprise Financial changed its name on August 1, 2005 as a consequence of the plans announced by American Express on February 1, 2005, to pursue a spin off of the businesses now being operated under the Ameriprise Financial name. The separation from American Express is expected to be completed on or after September 30, 2005, subject to certain regulatory and other approvals, including final approval by the board of directors of American Express. After the expected separation from American Express, Ameriprise Financial and its subsidiaries will no longer be affiliated with American Express. Ameriprise Financial and American Express will be independent companies, with separate public ownership, boards of directors and management.o IDS Life Insurance Company serves residentsis domiciled in Minnesota and holds Certificates of Authority in American Samoa, the District of Columbia and all states except New York. IDS Life Insurance Company distributes its fixed and variableissues insurance and annuity products almost exclusively through the Ameriprise Financial Services, Inc. (formerly known as American Express Financial Advisors Inc. (AEFAI)) retail sales force. IDS Life Insurance Company has four wholly owned life insurance company subsidiaries: IDS Life Insurance Company of New York, a New York stock life insurance company (IDS Life of New York); American Partners Life Insurance Company, an Arizona stock life insurance company (American Partners Life);products. o American Enterprise Life Insurance Company an Indiana("American Enterprise Life") is a stock life insurance company (American Enterprise Life);domiciled in Indiana, which holds Certificates of Authority in the District of Columbia and American Centurion Life Assurance Company, aall states except New York stock life insurance company (American Centurion Life). IDS Life of New York serves New York State residents and distributes its fixed and variable insurance and annuity products exclusively through the Ameriprise Financial Services, Inc. retail sales force.York. American Enterprise Life provides clients of financial institutions and regional and/or independent broker-dealers with financial products and wholesaling services to support its retail insurance and annuity operations. American Enterprise Life underwritesissues fixed and variable annuity contracts primarily through regional and national financial institutions and regional and/or independent broker-dealers,broker-dealers. (In past years, American Enterprise Life issued a nominal number of variable universal life contracts.) o American Partners Life Insurance Company ("American Partners Life") is a stock life insurance company domiciled in Arizona, which holds Certificates of Authority in the District of Columbia and all states except New York.York and New Hampshire. American Partners Life markets annuity products directly to customers, generally persons holding an American Express(R) Card. o IDS Life Insurance Company of New York ("IDS Life of New York") is a stock life insurance company domiciled in New York, which holds Certificates of Authority in New York and North Dakota. IDS Life of New York issues insurance and annuity products. o American Centurion Life offersAssurance Company ("American Centurion Life") is a stock life insurance company domiciled in New York, which holds Certificates of Authority in New York, Alabama and Delaware. American Centurion Life issues fixed and variable annuity contracts primarily through financial institutions and independent broker-dealers. American Centurion Life also markets annuity products directly, generally to persons holding an American Express(R) Cardmembers and others in New York, as well as fixed and variable annuity contracts for sale through non-affiliated representatives and agents of third party distributors, in New York. American Partners Life offers fixed and variable annuity contracts directly to American Express(R) Cardmembers and others who reside in states other than New York.Card. IDS Life Insurance Company also owns IDS REO 1, LLC, and IDS REO 2, LLC and American Enterprise REO 1, LLC which hold real estate investments. IDS Life Insurance Company and its six subsidiaries are9 Prior to August 1, 2005, Ameriprise Financial was referred to collectively as "IDS Life"American Express Financial Corporation. On February 1, 2005 American Express Company ("American Express") announced its intention to pursue the disposition of 100% of its shareholdings in this Form 10-Q.what is now Ameriprise Financial ("the Separation") through a tax-free distribution to American Express shareholders. Effective as of the close of business on September 30, 2005, American Express completed the Separation and distribution of common shares to American Express shareholders ("the Distribution"). In connection with the separation,Distribution, Ameriprise Financial entered into certain agreements with American Express has indicated that it will provide additional capital to Ameriprise Financialeffect the separation of approximately $1 billion. This capital contribution is intended to provide adequate support for Ameriprise Financial's senior debt rating on the distribution date, to allow Ameriprise Financial to have efficient access to the capital markets,its business and to supportdefine the current financial strength ratingsresponsibility for obligations arising before and after the date of Ameriprise Financial's insurance subsidiaries. 9 the Distribution, including, among others, obligations relating to transition services, taxes, and employees. IDS Life will bewas allocated certain separation and distribution-related expenses incurred as a result of Ameriprise Financial becoming an independent company. Cumulatively, the expenses allocated to IDS Life are expected to be significant to IDS Life. The majority of such costs are expected to be incurred by December 31, 2006. IDS Life received a capital contribution of $650 million from Ameriprise Financial will provide additional capital to IDS Lifeduring the third quarter of 2005 to support its current financial strength ratings. IDS Life follows United States generally accepted accounting principles (GAAP),ratings and the following discussion is presented on a consolidated basis consistent with GAAP. Certain of the statements below are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. See the Forward-Looking Statements section below. Management's narrative analysis of the results of operations is presented in lieu of management's discussion and analysis of financial condition and results of operations, pursuant to General Instructions H(1) (a) of Form 10-Q.cover separation costs. RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30,MARCH 31, 2006 COMPARED TO MARCH 31, 2005 AND 2004Overview Net income was $91.5$111.9 million for the three months ended June 30, 2005,March 31, 2006 compared to $123.1$125.5 million for the three months ended June 30, 2004.March 31, 2005. The decrease in net income primarily reflectsresulted from increases in separation costs, amortization of deferred acquisition costs ("DAC") and higherother insurance and operating expenses, as well as a decrease in net investment income, partially offset by a lower effective tax rate, as further described below. The effective tax rate decreased to 27 percent in the three months ended June 30, 2005 from 36 percent in the three months ended June 30, 2004higher mortality and expense risk and other fees and contractholder and policyholder charges. Revenues Disability income ("DI") and long-term care ("LTC") insurance premiums increased $3.0 million or 4% reflecting higher dividend exclusions and other tax-advantaged items. The effective tax rateDI insurance in the three months ended June 30, 2004 included a reduction in net deferred tax assets which increased the effective rate. REVENUESforce levels. Net investment income decreased $41.7$14.3 million or 9 percent primarily3% reflecting a declinedecrease in overall investment yieldsthe average yield and a lowerunfavorable mark-to market adjustments on options hedging guaranteed minimum withdrawal benefit ("GMWB") provisions, partially offset by favorable mark-to-market adjustments on trading securities, equity method investments in hedge funds and options hedging equity index annuities ("EIA"). The decrease also reflects $7.8 million in income in the first quarter of 2005 compared to $0.9 million in income in the first quarter of 2006 related to the liquidation of structured investments. More specifically, net investment income for the current quarter includes a $4.8 million benefit on the liquidation of structured investments compared to an $18.4 million benefitsecured loan trusts. The impacts from options hedging EIA and GMWB were primarily offset in the same period a year ago.interest credited to account values and death and other benefits for investment contracts and universal life-type insurance line items. Contractholder and policyholder charges increased $4.6$9.4 million or 3 percent7% reflecting an increase in the amount of cost of insurance charges on variable universal life products, as well as a slightan increase in the amount of surrender charges on variable annuity products.annuities. Mortality and expense risk and other fees increased $6.7$31.5 million or 7 percent27% reflecting higher average market values of separate account assets. 10 assets due to increased inflows and market appreciation. Net realized gain on investments was $37.6$5.8 million for the three months ended June 30, 2005March 31, 2006 compared to $8.9$0.2 million for the three months ended June 30, 2004.March 31, 2005. For the three months ended June 30, 2005, $63.6March 31, 2006, $11.0 million of total investment gains were partially offset by $26.0 million of losses and impairments. Included in these total net investment gains and losses were $63.5 million of gross realized gains partially offset by $24.2 million of gross realized losses from sales of securities, classified as Available-for-Sale. Included in net realized gain on investments classified as Available-for-Sale for the three months ended June 30, 2005 were gross realized gains and losses of $39.2 million and $14.3 million, respectively, related to the sale of all of IDS Life's retained interest in a collateralized debt obligation (CDO) securitization trust, reflecting management's decision to continue to improve the investment portfolio's risk profile through the liquidation of certain structured investments. For the three months ended June 30, 2004, $11.6 million of total investment gains were partially offset by $2.7$5.2 million of losses. Included in these total net investment gains and losses were $10.5 million of gross realized gains and $2.7partially offset by $5.2 million of gross realized losses from sales of securities, classified as Available-for-Sale. BENEFITS AND EXPENSES Death and other benefits for investment contracts and universal life-type insurance increased $8 million or 14 percent primarily related to guaranteed minimum withdrawal benefit (GMWB) riders on variable annuity contracts. Amortization of deferred policy acquisition costs (DAC) increased to $98.2 million forFor the three months ended June 30,March 31, 2005, from $88.2 million for the three months ended June 30, 2004. The increase primarily reflects higher insurance and annuity DAC balances and the impact on amortization of improved equity markets for the three months ended June 30, 2005. These increases were partially offset by a decrease of $2 million in DAC amortization related to the quarterly recalculation of benefit ratios which are used to estimate the cost of certain variable annuity guarantee features. Separation costs generally consist of financial advisor and employee retention program costs, information technology costs, re-branding and marketing costs and certain consulting expenses related to the separation and distribution of Ameriprise Financial. During the quarter ended June 30, 2005, IDS Life recorded $25.8 million in allocated separation costs. Other insurance and operating expenses increased $28.3 million or 24 percent primarily reflecting a $20 million increase in non-deferrable distribution costs due to increased sales related costs and other spending through our distribution channel. RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004 Income before accounting change was $217 million for the six months ended June 30, 2005, compared to $269.9 million for the six months ended June 30, 2004. The decrease in income before accounting change primarily reflects higher amortization of deferred policy acquisition costs and separation costs partially offset by a lower effective tax rate, as further described below. 11 Net income was $217 million for the six months ended June 30, 2005 compared to $199.3 million for the six months ended June 30, 2004. Net income for the six months ended June 30, 2004 reflects the $70.6 million after-tax ($108.6 million pretax) cumulative effect of accounting change as a result of IDS Life's adoption of SOP 03-1. See "Application of Recently Issued Accounting Standards" section of Note 1 to the Consolidated Financial Statements for discussion regarding the impact of adoption of SOP 03-1. The effective tax rate decreased to 30 percent in the six months ended June 30, 2005 from 34 percent in the six months ended June 30, 2004 reflecting higher dividend exclusions and other tax-advantaged items. The effective tax rate in the six months ended June 30, 2004 included a reduction in net deferred tax assets which increased the effective rate. REVENUES Disability income and long-term care insurance premiums increased $5.8 million or 4 percent reflecting higher disability income insurance inforce levels as well as a $1.6 million (net of reinsurance) increase in long-term care premiums as a result of rate increases implemented during the first six months of 2005. Contractholder and policyholder charges increased $11.4 million or 4 percent reflecting an increase in the amount of cost of insurance charges on variable universal life products, as well as an increase in the amount of surrender charges on variable annuity products. Mortality and expense risk and other fees increased $14.2 million or 7 percent reflecting higher average market values of separate account assets. Net realized gain on investments was $37.8 million for the six months ended June 30, 2005 compared to $17.5 million for the six months ended June 30, 2004. For the six months ended June 30, 2005, $72.5$8.9 million of total investment gains were partially offset by $34.7$8.7 million of losses and impairments. Included in these total net investment gains and losses were $72.4$8.8 million of gross realized gains partially offset by $32.2and $8.1 million of gross realized losses from sales of securities, as well as $0.6 million of other-than-temporary impairment losses on investments, classified as Available-for-Sale. Included10 Benefits and Expenses Death and other benefits for traditional life insurance decreased $6.7 million or 55% reflecting lower claims volume. Death and other benefits for investment contracts and universal life-type insurance increased $4.7 million or 9% reflecting an increase in net realized gain on investments classified as Available-for-Sale for the six months ended June 30, 2005 were gross realized gainsvariable universal life benefits and losses of $39.2 million and $14.3 million, respectively, related to the sale of all of IDS Life's retained interestincreases in a CDO securitization trust, reflecting management's decision to continue to improve the investment portfolio's risk profile through the liquidation of certain structured investments. For the six months ended June 30, 2004, $26.5 million of total investment gains wereguaranteed minimum death benefit ("GMDB") reserves, partially offset by $9.0decreases in GMWB reserves. Increase in liabilities for future policy benefits for DI and LTC insurance increased $12.6 million of lossesor 42% reflecting a $5.1 million adjustment to the liabilities for incurred but not reported claims and impairments. Included in these total net investment gains and losses were $23.7 million of gross realized gains and $6.4 million of gross realized losses from sales of securities, as well as $0.1 million of other-than-temporary impairment losses on investments, classified as Available-for-Sale. BENEFITS AND EXPENSESunfavorable claims experience relative to the same period a year ago. Interest credited to account values decreased $9.5by $3.7 million or 2 percent,1% primarily reflectingdue to lower interest crediting rates on annuity products and average accumulation values of annuities, partially offset by the effect of depreciation duringappreciation on equity indexed annuities linked to the current periodS&P 500 Index in the first quarter of 2006 versus appreciationdepreciation in the same period a year ago in the S&P 500 on equity index annuities, partially offset by higher life insurance inforce levels and average annuity accumulation values. 12 ago. Amortization of deferred policy acquisition costs (DAC)DAC increased to $197.3$105.3 million for the sixthree months ended June 30, 2005March 31, 2006 from $111.8$99.1 million for the sixthree months ended June 30, 2004March 31, 2005. The increase primarily reflectingreflects an adjustment to the unearned commission balance. Amortization of DAC associated with variable annuities was up only slightly in the first quarter 2004 $65.7 million pretax DAC valuation benefit reflecting an adjustment associatedof 2006 compared to the first quarter of 2005. Increased amortization consistent with strong growth of the lengtheningvariable annuity business was mostly offset by the impact of amortization periods for certain insurance and annuity products in conjunction with the adoption of SOP 03-1, as well as higher insurance and annuity DAC balances.more favorable equity market conditions. Separation costs generally consist of financial advisor and employee retention program costs, information technology costs,allocated re-branding and marketing costs and certain consulting expensescosts to separate and reestablish technology platforms related to the separation and distributionDistribution of Ameriprise Financial. During 2005,the quarter ended March 31, 2006, IDS Life recorded $25.8incurred $24.6 million in allocated separation costs. Other insurance and operating expenses increased $40.3$19.3 million or 16 percent14% primarily reflecting a $26.6 million increase inincreased non-deferrable distribution costs, due to increased sales relatedcompensation costs and other spending through our distribution channel. DEFERRED POLICY ACQUISITION COSTS DAC represent the costs of acquiring new business, principally direct sales commissions and other distribution and underwriting costs that have been deferred on the sale of annuity and life and health insurance products. These costs are deferred to the extent they are recoverable from future profits. For insurance and annuity products, DAC are amortized over periods approximating the lives of the business, generally as a percentage of premiums or estimated gross profits or as a portion of product interest margins depending on the product's characteristics. Forcorporate overhead expenses. Income Taxes IDS Life's insurance and annuity products,effective tax rate was 30% for the projections underlyingthree months ended March 31, 2006 compared to 32% for the amortization of DAC require the use of certain assumptions, including interest margins, mortality rates, persistency rates, maintenance expense levels and customer asset value growth rates for variable products. Management routinely monitors a wide variety of trendsthree months ended March 31, 2005. The decreased effective tax rate primarily reflects higher tax-advantaged items in the business, including comparisons of actual and assumed experience. The customer asset value growth rate is the rate at which contract values are assumed to appreciate in the future. The rate is net of asset fees and anticipates a blend of equity and fixed income investments. Management reviews and, where appropriate, adjusts its assumptions with respect to customer asset value growth rates on a quarterly basis. Management monitors other principal DAC assumptions, such as persistency, mortality rates, interest margin and maintenance expense level assumptions, each quarter. Unless management identifies a material deviation over the course of the quarterly monitoring, management reviews and updates these DAC assumptions annually in the third quarter of each year. When assumptions are changed, the percentage of estimated gross profits or portion of interest margins used to amortize DAC might also change. A change in the required amortization percentage is applied retrospectively; an increase in amortization percentage will result in an increase in DAC amortization expense while a decrease in amortization percentage will result in a decrease in DAC amortization expense. The impact on results of operations of changing assumptions with respect to the amortization of DAC can be either positive or negative in any particular period and is reflected in the period in which such changes are made. 13 During the first quarter of 2004 and in conjunction with the adoption of SOP 03-1, IDS Life (1) established additional liabilities for insurance benefits that may become payable under variable annuity death benefit guarantees or on single pay universal life contracts, which prior2006 compared to January 1, 2004, were expensed when payable; and (2) extended the time periods over which DAC associated with certain insurance and annuity products are amortized to coincide with the liability funding periods in order to establish the proper relationships between these liabilities and DAC associated with the same contracts. Asperiod a result, IDS Life recognized a $108.6 million pretax charge due to accounting change on establishing the future liability under death benefit guarantees and recognized a $65.7 million pretax reduction in DAC amortization expense to reflect the lengthening of the amortization periods for certain products impacted by SOP 03-1. DAC balances for various insurance and annuity products sold by IDS Life are set forth below:
(Millions) June 30, 2005 December 31, 2004 ------------- ----------------- (Unaudited) Life and health insurance $1,807 $1,766 Annuities 1,942 1,872 ------ ------ Total $3,749 $3,638 ====== ======
year ago. 11 LIQUIDITY AND CAPITAL RESOURCES Risk Management IDS Life and its subsidiaries through their respective Board of Directors' investment committees or staff functions, review models projecting different interest rate scenarios, risk/return measures, and their effect on profitability. They also review the distribution of assets in the portfolio by type and credit risk sector. The objective is to structure the investment security portfolios based upon the type and behavior of the liabilities underlying the products portfolios to achieve targeted levels of profitability within defined risk parameters and to meet contractual obligations. IDS Life has developed an asset/liability management approach with separate investment objectives to support specific product liabilities, such as insurance and annuity. As part of this approach, IDS Life develops specific investment guidelines outlining the minimum required investment return and liquidity requirements to support future benefit payments under its insurance and annuity obligations. These same objectives must be consistent with management's overall investment objectives for the general account investment portfolio. IDS Life's owned investment securities are primarily invested in long-term and intermediate-term fixed maturity securities to provide clients with a competitive rate of return on their investments while controlling risk. Investment in fixed maturity securities is designed to provide IDS Life with a targeted margin between the yield earned on investments and the interest rate credited to clients' accounts. IDS Life does not trade in securities to generate short-term profits for its own account. As part of IDS Life's investment process, management, with the assistance of its investment advisors, conducts a quarterly review of investment performance. The review process conducted by IDS Life's Investment Committee involves the review of certain invested assets which the committee evaluates to determine whether or not any investments are other than temporarily impaired and/or which specific interest earning investments should be put on an interest non-accrual basis. 14 Capital Strategy The liquidity requirements of IDS Life are generally met by funds provided by investment income, maturities and periodic repayments of investments, deposits, premiums investment income,and proceeds from sales of investments, as well as maturities and periodic repayments of investments and capital contributions from Ameriprise Financial. The primary uses of funds are policy benefits, commissions, other product-related acquisition and sales inducement costs, operating expenses, policy loans, dividends to Ameriprise Financial and investment purchases. IDS Life routinely reviews its sources and uses of funds in order to meet its ongoing obligations. Funding StrategyIn connection with the separation, IDS Life onreceived a consolidated basis, has available linescapital contribution of credit with$650 million from Ameriprise Financial aggregating $295 million ($195 million committedduring the third quarter of 2005 to support its financial strength ratings and to cover separation costs. On April 5, 2006, IDS Life declared an extraordinary dividend of $100 million uncommitted).and has made the required advance notice to the Minnesota Department of Commerce, its primary state regulator. IDS Life received a response from the Minnesota Department of Commerce stating that they do not object to the payment of this dividend. At June 30,March 31, 2006 and December 31, 2005, there were no line of credit borrowings outstanding with Ameriprise Financial and noIDS Life had outstanding reverse repurchase agreements. Both the line of creditagreements totaling $5.0 million and the$25.0 million, respectively. The reverse repurchase agreements are used strictly as short-term sources of funds. Investment securities include $2.2 billion, $2.3 billion and $2.7 billion of below investment grade securities (excluding net unrealized appreciation and depreciation) at June 30, 2005, December 31, 2004 and June 30, 2004, respectively. These investments represent 7 percent, 7 percent and 9 percent of IDS Life's investment portfolio at June 30, 2005, December 31, 2004 and June 30, 2004, respectively. Separate account assets represent funds held for the exclusive benefit of variable annuity contractholders and variable life insurance policyholders. These assets are generally carried at market value, and separate account liabilities are equal to separate account assets. IDS Life earns fees from the related accounts. During the second quarter 2005, IDS Life sold all of its retained interest in a CDO securitization trust and recognized a net realized gain of $24.9 million. As of December 31, 2004, the carrying value of this retained interest was $526.2 million of which $389.9 million was considered investment grade. As of June 30, 2005, IDS Life continued to hold investments in collateralized debt obligations (CDOs), some of which are also managed by an affiliate, and were not consolidated pursuant to the adoption of FIN 46 as IDS Life was not considered the primary beneficiary. IDS Life invested in CDOs as part of its investment strategy in order to offer a competitive rate to contractholders' accounts. IDS Life's exposure as an investor is limited solely to its aggregate investment in the CDOs, and it has no obligations or commitments, contingent or otherwise, that could require any further funding of such investments. As of June 30, 2005, the carrying values of the CDO residual tranches, managed by an affiliate, were $3.2 million. CDOs are illiquid investments. As an investor in the residual tranche of CDOs, IDS Life's return correlates to the performance of portfolios of high-yield bonds and/or bank loans comprising the CDOs. 15 The carrying value of the CDO residual tranches, as well as derivatives recorded on the balance sheet as a result of consolidating the two secured loan trusts (SLTs), which are in the process of being liquidated, and IDS Life's projected return are based on discounted cash flow projections that require a significant degree of management judgment as to assumptions primarily related to default and recovery rates of the high-yield bonds and/or bank loans either held directly by the CDOs or in the reference portfolio of the SLTs and, as such, are subject to change. Although the exposure associated with IDS Life's investment in CDOs is limited to the carrying value of such investments, the CDOs have significant volatility associated with them because the amount of the initial value of the loans and/or other debt obligations in the related portfolios is significantly greater than IDS Life's exposure. In the event of significant deterioration of a portfolio, the relevant CDO may be subject to early liquidation, which could result in further deterioration of the investment return or, in severe cases, loss of the CDO carrying amount. The derivatives recorded as a result of consolidating and now liquidating certain SLTs under FIN 46 are primarily valued based on the expected gains and losses from liquidating a reference portfolio of high-yield loans. The overall exposure to loss related to these derivatives is represented by the pretax net assets of the SLTs, which is $164.6 million at June 30, 2005. However, because the portfolio has been substantially liquidated, the net assets within the structure is cash and cash equivalents and, as a result, the overall market exposure is considered negligible. IMPACT OF MARKET VOLATILITY ON RESULTS OF OPERATIONS As discussed above, various aspects of IDS Life's business are impacted by equity market levels and other market-based events. Several areas in particular involve DAC and deferred sales inducements, recognition of guaranteed minimum death benefits (GMDB), guaranteed minimum withdrawal benefits (GMWB) and certain other variable annuity benefits, asset management fees and structured investments. The direction and magnitude of the changes in equity markets can increase or decrease amortization of DAC and deferred sales inducement benefits, incurred amounts under GMDB, GMWB and other variable annuity benefit provisions and asset management fees and correspondingly affect results of operations in any particular period. Similarly, the value of IDS Life's structured investment portfolios are impacted by various market factors. Persistency of, or increases in, bond and loan default rates, among other factors, could result in negative adjustments to the market values of these investments in the future, which would adversely impact results of operations. OTHER REPORTING MATTERS Accounting DevelopmentsACCOUNTING DEVELOPMENTS See "Application of Recently Issued Accounting Standards" section of Note 12 to the Consolidated Financial Statements. 1612 ITEM 4. CONTROLS AND PROCEDURES DISCLOSURE CONTROLS AND PROCEDURES IDS Life maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended ("the Exchange Act")) designed to provide reasonable assurance that the information required to be reported in the Exchange Act filings is recorded, processed, summarized and reported within the time periods specified and pursuant to the regulations of the Securities and Exchange Commission, including controls and procedures designed to ensure that this information is accumulated and communicated to IDS Life's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding the required disclosure. It should be noted that, because of inherent limitations, IDS Life's disclosure controls and procedures, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the disclosure controls and procedures are met. IDS Life's management, with the participation of IDS Life'sits Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of IDS Life's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this report. Based on suchupon that evaluation, IDS Life's Chief Executive Officer and Chief Financial Officer have concluded that as of the end of such period, IDS Life's disclosure controls and procedures are effective. There have not been anywere effective at a reasonable level of assurance as of March 31, 2006. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING American Express Company ("American Express") has historically provided a variety of corporate and other support services for Ameriprise Financial and its subsidiaries, including information technology, treasury, accounting, financial reporting, tax administration, human resources, marketing, legal, procurement and other services. American Express continues to provide Ameriprise Financial and its subsidiaries with some of these services pursuant to a transition services agreement for a transition period of up to two years following the Distribution. For the quarter ended December 31, 2005, IDS Life noted that many of these services performed by American Express had an impact on its financial reporting processes, which it considered a material change in its internal control over financial reporting. Since the quarter ended December 31, 2005, Ameriprise Financial has increased the staffing of its accounting and reporting functions and has taken steps to perform these functions on a basis independent from American Express. IDS Life considers this reduction in reliance on American Express to perform accounting and financial reporting related services a material change in its internal control over financial reporting. Other than the changes mentioned above, no other changes in IDS Life's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, IDS Life's internal control over financial reporting. FORWARD-LOOKING STATEMENTS This report includes forward-looking statements, which are subject to risks and uncertainties. The words "believe," "expect," "anticipate," "optimistic," "intend," "plan," "aim," "will," "may," "should," "could," "would," "likely," and similar expressions are intended to identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. IDS Life undertakes no obligation to update or revise any forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to:to, the following: the success, timeliness and financial impact (including the amount of intercompany costs allocated to IDS Life, cost savings and other benefits including increased revenues), both in the short-term and over time, of reengineering initiatives being implemented or considered by Ameriprise Financial that could impact IDS Life, including cost management, structural and strategic measures such as vendor, process, facilities and operations consolidation and outsourcing (including, among others, technologies operations); the ability to control and manage operating infrastructure, advertising and promotion expenses as business expands or changes; a downturn in IDS Life's businesses and/or negative changes in IDS Life's credit or financial strength ratings, which could result in decreased liquidity, negative impact on marketing and sale of products, and higher borrowing costs; IDS Life's ability to improve investment performance, including attracting and retaining high-quality personnel, and reduce outflows of invested funds; IDS Life's ability to develop and introduce new and attractive products to clients in a timely manner and effectively manage the economics in selling a growing volume of non-proprietary mutual funds and other retail financial products to clients; fluctuation in the 13 equity and fixed income markets, which can affect the amount and types of investment products sold by IDS Life, and other fees received based on the value of those assets; IDS Life's ability to recover Deferred Policy Acquisition Costs (DAC),DAC, as well as the timing of such DAC amortization, in connection with the sale of annuity and insurance products; the level of GMDB or living benefits paid to clients; changes in assumptions relating to DAC, which could impact the amount of DAC amortization; theIDS Life's ability to improveavoid deterioration in its high-yield portfolio in order to mitigate losses in its investment performanceportfolio; fluctuations in interest rates, which impact IDS Life's borrowing costs, return on lending products and spreads in the insurance and annuity products; accuracy of estimates for the fair value of the assets in IDS Life's businesses, including attractinginvestment portfolio and, retaining high-quality personnel; the success, timeliness and financial impact, including costs, cost savings and other benefits including increased revenues, of reengineering initiatives being implemented or considered by IDS Life, including cost management, structural and strategic measures such as vendor, process, facilities and operations consolidation, outsourcing (including, among others, technologies operations), relocating certain functions to lower-cost overseas locations, moving internal and external functions to the Internet to save costs, and planned staff reductions relating to certain of such reengineering actions; the ability to control and manage operating, infrastructure, advertising and promotion and other expenses as business expands or changes, including balancing the need for longer-term investment spending;in particular, those investments that are not readily marketable; the potential negative effect on IDS Life's businesses and infrastructure, including information technology, of terrorist attacks, disasters or other catastrophic events in the future; IDS Life's ability to developchanges in laws or government regulations, including changes in tax laws or regulations that could result in the elimination of certain tax benefits; outcomes and roll out newcosts associated with litigation and attractive products to clients in a timely manner;compliance and regulatory matters; successfully cross-selling insurance and annuity products and services to Ameriprise Financial's customer base; fluctuations in interest rates, which impacts IDS Life's spreads in the insurance and annuity businesses; credit trends and the rate of bankruptcies which can affect returns on IDS Life's investment portfolios; lower than anticipated spreads in the insurance and annuity business; the typestype and the value of certain death benefit features on variable annuity contracts; the affect of assessments and other surcharges for guaranty funds; the response of reinsurance companies under reinsurance contracts; the impact of the separation of Ameriprise Financial from American Express; the impact of reinsurance rates and the availability and adequacy of reinsurance to protect IDS Life against losses; negative changesreinsurance; and competitive pressures in IDS Life Insurance Company's and its four life insurance company subsidiaries' credit ratings; increasing competition in all of IDS Life's insurance and annuity business; the adoption of recently issued rules related to the consolidation of variable interest entities, including those involving SLTs that IDS Life invests in which could affect both IDS Life's financial condition and results of operations; changes in laws or government regulations; outcomes associated with litigation and compliance and regulatory matters.business. A further description of these and other risks and 17 uncertainties can be found under "Item 1A - Risk Factors" and elsewhere in IDS Life's Annual Report on Form 10-K for the year ended December 31, 2004,2005, and its other reports filed with the Securities and Exchange Commission (SEC). 18 Commission. PART II -II. OTHER INFORMATION IDS LIFE INSURANCE COMPANY Item 1. Legal Proceedings The Securities and Exchange Commission (SEC), the National Association of Securities Dealers (NASD) and several state attorneys general have brought proceedings challenging several mutual fund and variable account financial practices, generally including suitability, late trading, market timing, disclosure of revenue sharing arrangements and inappropriate sales of B shares. IDS Life and its subsidiaries have received requests for information andset forth in Note 6 to Consolidated Financial Statements in Part I, Item 1 is incorporated herein by reference. Item 1A. Risk Factors There have been contacted by regulatory authorities concerning its practices and is cooperating fully with these inquiries.no material changes in the risk factors provided in Part I, Item 1A of IDS Life and its subsidiaries are involved in a number of other legal and arbitration proceedings concerning matters arising in connectionLife's Annual Report on Form 10-K for the year ended December 31, 2005 filed with the conduct of their respective business activities. IDS Life believes it has meritorious defenses to each of these actions and intends to defend them vigorously. IDS Life believes that it is not a party to, nor are any of its properties the subject of, any pending legal or arbitration proceedings that would have a material adverse effect on IDS Life's consolidated financial condition, results of operations or liquidity. However, it is possible that the outcome of any such proceedings could have a material impact on results of operations in any particular reporting period as the proceedings are resolved.SEC. Item 5. Other Information None. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits See Exhibit Index on page E-1 hereof. (b) Reports on Form 8-K. Form 8-K, filed May 23, 2005, item 5.02, reporting that on May 18, 2005, Arthur H. Berman resigned his position as Executive Vice President - Finance of the Company. Mr. Berman resigned to assume the role of Senior Vice President and Treasurer of American Express Financial Advisors, Inc. (n/k/a Ameriprise Financial Services, Inc.) and American Express Financial Corporation (n/k/a Ameriprise Financial, Inc.) and not due to any disagreements with the Board, auditors or officers of the Company. In the interim period, Jeryl A. Millner will assume the role of Executive Vice President - Finance of the company until the board of the Company can appoint a new Executive Vice President - Finance. Mr. Berman will continue to serve upon the board of the Company. 1914 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. IDS LIFE INSURANCE COMPANY -------------------------- (Registrant) Date: August 11, 2005May 9, 2006 By /s/ Mark E. Schwarzmann ----------------------------------------------------------------------- Mark E. Schwarzmann Director, Chairman of the Board and Chief Executive Officer Date: August 11, 2005May 9, 2006 By /s/ Jeryl A. Millner ------------------------------------ Jeryl A. MillnerBrian J. McGrane ----------------------------------- Brian J. McGrane Executive Vice President-FinancePresident and Chief Financial Officer 2015 EXHIBIT INDEX The following exhibits are filed as part of this Quarterly Report: Exhibit DescriptionEXHIBIT DESCRIPTION - ------- ----------- 31.1---------------------------------------------------------------- *31.1 Certification of Mark E. Schwarzmann pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended. 31.2*31.2 Certification of Jeryl A. MillnerBrian J. McGrane pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended. 32.1*32.1 Certification of Mark E. Schwarzmann and Jeryl A. MillnerBrian J. McGrane pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. * Filed electronically herewith. E-1