UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-4260 ------------ AXP GOVERNMENT INCOME SERIES, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) 200 AXP Financial Center, Minneapolis, Minnesota 55474 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Leslie L. Ogg - 901 S. Marquette Avenue, Suite 2810, Minneapolis, MN 55402-3268 - -------------------------------------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: (612) 330-9283 ----------------- Date of fiscal year end: 5/31 -------------- Date of reporting period: 5/31 -------------- Item 1. Reports to Shareholders. AXP(R) Short Duration U.S. Government Fund Annual Report for the Period Ended May 31, 2003 AXP Short Duration U.S. Government Fund seeks to provide shareholders with a high level of current income and safety of principal consistent with investment in U.S. government and government agency securities. - -------------------------------------------------------------------------------- (logo) (logo) American AMERICAN Express(R) EXPRESS Funds (R) - -------------------------------------------------------------------------------- Table of Contents Fund Snapshot 3 Questions & Answers with Portfolio Management 4 The Fund's Long-term Performance 9 Investments in Securities 10 Financial Statements (Portfolio) 14 Notes to Financial Statements (Portfolio) 17 Independent Auditors' Report (Portfolio) 21 Financial Statements (Fund) 22 Notes to Financial Statements (Fund) 25 Independent Auditors' Report (Fund) 33 Federal Income Tax Information 34 Board Members and Officers 36 (logo) Dalbar American Express(R) Funds' reports to shareholders have been awarded the Communications Seal from Dalbar Inc., an independent financial services research firm. The Seal recognizes communications demonstrating a level of excellence in the industry. - -------------------------------------------------------------------------------- 2 -- AXP SHORT DURATION U.S. GOVERNMENT FUND -- 2003 ANNUAL REPORT Fund Snapshot AS OF MAY 31, 2003 PORTFOLIO MANAGER Portfolio manager Scott Kirby* Since 6/01 Years in industry 24 * The Fund is managed by a team of portfolio managers led by Scott Kirby. FUND OBJECTIVE For investors seeking a high level of current income and safety of principal consistent with investment in U.S. government and government agency securities. Inception dates A: 8/19/85 B: 3/20/95 C: 6/26/00 Y: 3/20/95 Ticker symbols A: IFINX B: ISHOX C: AXFCX Y: IDFYX Total net assets $3.527 billion Number of holdings approximately 200 STYLE MATRIX Shading within the style matrix indicates areas in which the Fund generally invests. DURATION SHORT INT. LONG X HIGH MEDIUM LOW SECTOR COMPOSITION Percentage of portfolio assets (pie chart) Government obligations & agencies 47.4% Mortgage-backed securities 41.0% Cash & equivalents 8.3% Financials 3.3% CREDIT QUALITY SUMMARY Percentage of portfolio assets AAA bonds 91.7% Shares of the Fund are not insured or guaranteed by the U.S. government. Fund holdings are subject to change. - -------------------------------------------------------------------------------- 3 -- AXP SHORT DURATION U.S. GOVERNMENT FUND -- 2003 ANNUAL REPORT Questions & Answers WITH PORTFOLIO MANAGEMENT Recently, the Fund changed its name to AXP Short Duration U.S. Government Fund. The Fund was formerly known as AXP Federal Income Fund. This change does not affect the value of your investment or the way the Fund is managed. Q: How did AXP Short Duration U.S. Government Fund perform for fiscal year 2003? A: AXP Short Duration U.S. Government Fund's Class A shares (excluding sales charge) gained 4.90% for the 12 months ended May 31, 2003. During the fiscal year, the Fund changed its benchmark to the unmanaged Lehman Brothers 1-3 Year Government Index, from the Lehman Brothers Aggregate Bond Index and the Merrill Lynch 1-3 Year U.S. Government Index. However, for the 12 months ended May 31, 2003 we continued to manage the Fund in comparison to the Merrill Lynch 1-3 Year U.S. Government Index. Going forward, we feel the Lehman Brothers 1-3 Year Government Index, which rose 5.65% for the period, will be more representative of the Fund's objective than either of the two other indices, which respectively rose 11.58% and 5.36%. Also, this benchmark change will provide consistency throughout our fixed income funds, which all use Lehman Brothers indices as a primary comparative benchmark. Generally speaking, fiscal 2003 was a good environment for bonds. Government bonds and mortgage-backed securities did well as interest rates declined. We are pleased to report the Fund outperformed the Lipper Short U.S. Government Funds Index, representing the Fund's peer group, which rose 4.60% for the 12 months ended May 31, 2003. (bar graph) PERFORMANCE COMPARISON For the year ended May 31, 2003 12% (bar 4) +11.58% 10% 8% (bar 2) (bar 5) 6% (bar 1) +5.65% (bar 3) +5.36% +4.90% +4.60% 4% 2% 0% (bar 1) AXP Short Duration U.S. Government Fund Class A (excluding sales charge) (bar 2) Lehman Brothers 1-3 Year Government Index (unmanaged) (bar 3) Lipper Short U.S. Government Funds Index (bar 4) Lehman Brothers Aggregate Bond Index (unmanaged) (bar 5) Merrill Lynch 1-3 Year U.S. Government Index (unmanaged) (see "The Fund's Long-term Performance" for Index descriptions) Past performance is no guarantee of future results. The 4.75% sales charge applicable to Class A shares of the Fund is not reflected in the bar chart; if reflected, returns would be lower than those shown. The performance of Class B, Class C and Class Y may vary from that shown above because of differences in expenses. The indices do not reflect the effects of sales charges, expenses (excluding Lipper) and taxes. - -------------------------------------------------------------------------------- 4 -- AXP SHORT DURATION U.S. GOVERNMENT FUND -- 2003 ANNUAL REPORT Questions & Answers (begin callout quote) > Fund performance benefited most from its weighting to and security selection within the mortgage-backed sector. (end callout quote) Q: What factors most significantly impacted performance during the annual period? A: During the annual period, the U.S. fixed income markets continued their strong returns of recent years. U.S. Treasuries rallied dramatically, and yields fell sharply. As investors continued to be attracted to short-term Treasuries, two-year Treasury note yields declined from 3.19% at the start of the period to 1.30% on May 31, 2003, and five-year Treasury yields fell from 4.35% to 2.30% over the 12 months. From the start of the fiscal year through mid-October, the Federal Reserve Board believed that the economy was likely to be weak. This, together with problems regarding corporate governance, a declining stock market, and the threat AVERAGE ANNUAL TOTAL RETURNS as of May 31, 2003 Class A Class B Class C Class Y (Inception dates) (8/19/95) (3/20/95) (6/26/00) (3/20/95) NAV(1) POP(2) NAV(1) After CDSC(3) NAV(1) After CDSC(4) NAV(5) POP(5) 1 year +4.90% -0.09% +4.11% +0.11% +4.11% +4.11% +5.07% +5.07% 5 years +4.93% +3.92% +4.15% +3.98% N/A N/A +5.09% +5.09% 10 years +5.54% +5.03% N/A N/A N/A N/A N/A N/A Since inception N/A N/A +5.30% +5.30% +5.85% +5.85% +6.26% +6.26% (1) Excluding sales charge. (2) Returns at public offering price (POP) reflect a sales charge of 4.75%. (3) Returns at maximum contingent deferred sales charge (CDSC). CDSC applies as follows: first year 5%; second and third year 4%; fourth year 3%; fifth year 2%; sixth year 1%; no sales charge thereafter. (4) 1% CDSC applies to redemptions made within the first year of purchase. (5) Sales charge is not applicable to these shares. Shares available to institutional investors only. Past performance is no guarantee of future results. Investment return and principal value will fluctuate, so that your shares, when redeemed, may be worth more or less than the original cost. The performance shown for each class of shares will vary due to differences in sales charges and fees. Short term performance may be higher or lower than the figures shown. Visit americanexpress.com for current information. - -------------------------------------------------------------------------------- 5 -- AXP SHORT DURATION U.S. GOVERNMENT FUND -- 2003 ANNUAL REPORT Questions & Answers of war with Iraq, prompted investors to seek less risky investments. U.S. Treasuries, led by the shorter end of the curve, rallied. Beginning mid-October 2002, investors became less risk-averse as stock prices rose, corporations seemed to be on more solid footing and statistical data indicated a slow but steadier course for economic recovery. Yields on U.S. Treasuries remained relatively range-bound through early May. As investors then sought yield elsewhere, mortgage-backed securities benefited. On May 6, 2003, the Federal Reserve Board kept the targeted federal funds rate unchanged at 1.25%, but made it clear that it would maintain its accommodative monetary policy. It believed the risk of deflation exceeds that of a pickup in inflation over the next few quarters. The long-term end of the U.S. Treasury curve rallied in response. The Fund held a defensive duration posture maintaining a short to neutral duration versus its benchmark through early May as interest rates declined. Immediately after May 6th, 2003 we began to shift the Fund's duration to a longer-than-average position. For the 2003 fiscal year, Fund performance benefited most from its weighting to and security selection within the mortgage-backed sector. We were able to capture for the Fund the extra income boost that mortgage-backed securities provided over comparable Treasuries, especially during the period from October through May. Within the mortgage sector, we were able to add relative value by focusing on pools that historically have had lower-than-average prepayment risks. These included low-balance mortgages, mortgages in states with less refinancing activity, newer mortgages that would likely not be seeking to refinance too quickly, and servicing organizations that have historically been less aggressive in getting customers to refinance. For much of the annual period, we maintained a portfolio asset allocation to mortgage-backed securities near the 50% target. To help manage risk, we also participated in the U.S. Treasury futures market. Q: What changes did you make to the portfolio and how is it currently positioned? A: Besides integrating the pooling strategy for mortgage-backed securities within the last few months of the period, we also reduced the Fund's allocation to U.S. government agencies and increased its allocation to U.S. Treasuries. Though agency securities outperformed Treasuries - -------------------------------------------------------------------------------- 6 -- AXP SHORT DURATION U.S. GOVERNMENT FUND -- 2003 ANNUAL REPORT Questions & Answers (column chart) U.S Treasury Yields 6% (X) 5.62% 5% (X) 5.04% (X) 4.35% (Y) 4.38% 4% (X) 3.68% (X) 3.19% (Y) 3.37% 3% (Y) 2.29% 2% (X) 1.72% (X) 1.88% (Y) 1.57% (Y) 1.32% (Y) 1.10% (Y) 1.08% 1% 3 month 6 month 2 year 3 year 5 year 10 year 30 year Maturity (X) May 31, 2002 (Y) May 31, 2003 Sources: Bloomberg This illustration is not intended to represent the current or historical yield of any mutual fund offered by American Express Funds. U.S. Treasuries are guaranteed with respect to payment of interest and repayment of principal. Mutual fund shares are not. This chart compares yields on U.S. Treasuries on May 31, 2003 with a year earlier. Rates have dropped the most in the past year on Treasury notes maturing between three- and five-years. Overall, the income potential of Treasuries is now at its lowest level since the early 1950s. during the period, at a certain point we believed agency valuations were more expensive than Treasuries. The Fund's move to Treasuries was profitable. For example, at the start of the annual period, the Fund had approximately 20% of its assets in government agency securities. Then in September, we began reducing that position, so that by February we were down to about 2% in agencies. We redeployed those assets primarily into U.S. Treasuries. After May 6, we modestly reduced the Fund's position in mortgage-backed securities and increased its position in U.S. Treasuries even further. During the second half of the fiscal year, we reduced the Fund's exposure to non-U.S. debt from 5% at the end of November to approximately 1% at the end of May. At May 31, 2003, the Fund's asset weightings were primarily in U.S. Treasuries and mortgage-backed - -------------------------------------------------------------------------------- 7 -- AXP SHORT DURATION U.S. GOVERNMENT FUND -- 2003 ANNUAL REPORT Questions & Answers securities. The balance of assets were in asset-backed securities and in U.S. government agencies. The Fund also benefited from its positioning of assets along the yield curve. The Fund was overweighted in intermediate-term bonds during the early months of the period, when these securities outperformed. When the yield curve flattened in September, we captured profits from these intermediate-term bonds and shifted to a more neutral to the benchmark positioning, investing in securities at both the long and short ends of the 1 to 3 year curve. The use of our "dollar roll" strategy also contributed to the Fund. This strategy involved selling a pool of securities that would have delivered in the current month and simultaneously agreeing to purchase a similar pool of securities at a future date. The dealer, in effect, offers a discount, providing an incentive to buy the bonds forward. The use of this strategy contributed to the Fund's 218% portfolio turnover rate. Q: What is your view of the bond market for the coming months? A: We do not believe the Federal Reserve Board will raise interest rates any time soon. The real question is: Will they cut interest rates yet again? The fixed income market had already priced in a 0.25% interest rate cut prior to the Federal Reserve Board's June 25th meeting. Given this view, we believe the yield curve will flatten even further. Such a scenario would be less beneficial to the mortgage-backed sector of the market, however, we feel the lower callability of the mortgage securities in the Fund's portfolio positions it well for such an environment. We also believe the current stance of the Federal Reserve Board may enable us to extend the Fund's duration while integrating what is known as a "barbell strategy," whereby we own positions at the short and longer ends of the curve. Whatever the markets may bring, the Fund will continue to seek current income as its foremost goal and, as its secondary goal, preservation of capital, by investing primarily in securities issued by U.S. government mortgage agencies. - -------------------------------------------------------------------------------- 8 -- AXP SHORT DURATION U.S. GOVERNMENT FUND -- 2003 ANNUAL REPORT The Fund's Long-term Performance This chart illustrates the total value of an assumed $10,000 investment in AXP Short Duration U.S. Government Fund Class A shares (from 6/1/93 to 5/31/03) as compared to the performance of four widely cited performance indices, the Lehman Brothers 1-3 Year Government Index, the Lehman Brothers Aggregate Bond Index, the Lipper Short U.S. Government Funds Index and the Merrill Lynch 1-3 Year U.S. Government Index. Recently, the Fund's investment manager recommended to the Fund that the Fund change its comparative index from the Lehman Brothers Aggregate Bond Index to the Lehman Brothers 1-3 Year Government Index. The investment manager made this recommendation because the new index more closely represents the Fund's holdings. We will include both indices in this transition year. In the future, however, only the Lehman Brothers 1-3 Year Government Index will be included. In comparing the Fund's Class A shares to these indices, you should take into account the fact that the Fund's performance reflects the maximum sales charge of 4.75%, while such charges are not reflected in the performance of the indices. Returns for the Fund include the reinvestment of any distribution paid during each period. Past performance is no guarantee of future results. Your investment and return values fluctuate so that your shares, when redeemed, may be worth more or less than the original cost. Returns do not reflect taxes payable on distributions and redemptions. Also see "Past Performance" in the Fund's current prospectus. (line graph) VALUE OF A HYPOTHETICAL $10,000 INVESTMENT IN AXP SHORT DURATION U.S. GOVERNMENT FUND $25,000 (line 3) Lipper Short U.S. Government Funds Index(2) $20,000 (line 2) Lehman Brothers 1-3 Year Government Index(1) (line 5) Merrill Lynch 1-3 Year U.S. Government Index(4) (line 4) Lehman Brothers Aggregate Bond Index(3) (line 1) AXP Short Duration U.S. Government Fund Class A $15,000 $10,000 $5,000 '93 '94 '95 '96 '97 '98 '99 '00 '01 '02 '03 (line 1) AXP Short Duration U.S. Government Fund Class A $16,338 (line 2) Lehman Brothers 1-3 Year Government Index(1) $17,819 (line 3) Lipper Short U.S. Government Funds Index(2) $20,468 (line 4) Lehman Brothers Aggregate Bond Index(3) $17,073 (line 5) Merrill Lynch 1-3 Year U.S. Government Index(4) $17,725 (1) Lehman Brothers 1-3 Year Government Index, an unmanaged index, is made up of all publicly issued, non-convertible domestic debt of the U.S. government, or agency thereof, or any quasi-federal corporation. The index also includes corporate debt guaranteed by the U.S. government. Only notes and bonds with a minimum maturity of one year up to a maximum maturity of 2.9 years are included. (2) Lehman Brothers Aggregate Bond Index, an unmanaged index, is made up of a representative list of government, corporate, asset-backed and mortgage-backed securities. The index is frequently used as a general measure of bond market performance. The index reflects reinvestment of all distributions and changes in market prices, but excludes brokerage commissions or other fees. However, the securities used to create the index may not be representative of the bonds held in the Fund. (3) The Lipper Short U.S. Government Funds Index, published by Lipper Inc., includes the 30 largest funds that are generally similar to the Fund, although some funds in the index may have somewhat different investment policies or objectives. (4) Merrill Lynch 1-3 Year U.S. Government Index, an unmanaged index, is made up of a representative list of government bonds. The index is frequently used as a general measure of government bond performance. However, the securities used to create index may not be representative of the bonds held in the Fund. Average Annual Total Returns Class A with Sales Charge as of May 31, 2003 1 year -0.09% 5 years +3.92% 10 years +5.03% Results for other share classes can be found on page 5. - -------------------------------------------------------------------------------- 9 -- AXP SHORT DURATION U.S. GOVERNMENT FUND -- 2003 ANNUAL REPORT Investments in Securities Government Income Portfolio May 31, 2003 (Percentages represent value of investments compared to net assets) Bonds (99.5%) Issuer Coupon Principal Value(a) rate amount Government obligations & agencies (51.4%) Federal Home Loan Bank 02-15-05 4.38% $46,000,000 $48,319,688 11-25-05 2.00 14,700,000 14,707,585 Student Loan Mtge Assn 12-15-32 2.25 15,775,000 15,938,271 03-15-33 2.16 14,800,000 14,941,063 U.S. Treasury 11-15-04 5.88 88,000,000 93,909,024 11-15-04 7.88 185,600,000(g) 203,369,715 12-31-04 1.75 177,000,000(g) 178,493,526 02-15-05 7.50 92,500,000 102,273,920 05-15-05 6.75 125,000,000 138,125,000 05-31-05 1.25 39,800,000(b) 39,737,832 08-15-05 10.75 85,590,000 102,998,835 11-15-05 5.75 95,000,000 104,882,185 02-15-06 5.63 31,000,000 34,401,537 05-15-06 2.00 268,988,000 272,350,350 05-15-06 6.88 59,500,000(g) 68,529,601 11-15-06 3.50 106,800,000 113,032,741 08-15-07 3.25 21,245,000(g) 22,290,658 11-15-07 3.00 60,000,000 62,252,340 05-15-08 2.63 126,812,000 128,872,695 11-15-09 10.38 48,000,000(g) 54,223,104 Total 1,813,649,670 Mortgage-backed securities (44.5%) Federal Home Loan Mtge Corp 09-01-09 6.50 1,372,364 1,438,207 10-01-10 7.00 2,849,727 3,038,605 03-01-12 7.50 10,480,574 11,236,936 07-01-12 5.50 1,066,951 1,111,196 01-01-13 6.00 3,699,076 3,849,213 04-01-13 4.50 3,311,887(b) 3,441,249 04-01-13 5.00 894,289(b) 934,621 05-01-13 4.50 59,335,180(b) 61,286,836 07-01-14 6.50 1,693,650 1,772,454 06-01-15 7.50 19,009,060 20,374,512 04-01-17 6.50 51,909,524 54,928,367 07-01-17 6.50 34,568,295 36,156,910 12-01-17 5.50 16,286,291 16,866,088 11-01-23 8.00 2,493,976 2,723,607 05-01-24 7.50 1,238,262 1,325,547 07-01-24 8.00 353,755 384,513 07-01-24 8.00 1,268,883(g) 1,379,208 01-01-25 9.00 1,523,445 1,695,098 06-01-25 8.00 1,935,225 2,101,311 08-01-25 8.00 449,399 487,967 05-01-26 9.00 2,867,272 3,203,005 Collateralized Mtge Obligation 12-15-08 6.00 18,378,778 19,549,379 03-15-12 5.00 21,777,143 22,530,536 04-15-12 5.00 24,868,186 26,320,240 02-15-14 5.50 29,386,000 30,175,331 03-15-15 5.50 40,388,673 41,960,806 01-17-21 6.00 9,838,602 10,013,773 04-15-22 5.50 15,500,000 16,223,036 02-25-42 6.00 34,000,000 36,362,888 Interest Only 12-15-12 0.85 18,576,480(d) 1,716,937 02-15-14 3.83 14,466,347(d) 1,702,689 01-01-20 0.00 38,399(d) 8,580 11-15-25 0.00 2,899,542(d) 29,943 Interest Only/Inverse Floater 03-15-32 6.64 13,199,562(d,f) 907,426 Principal Only 09-15-03 0.38 542,184(e) 542,295 05-15-08 0.86 166,772(e) 166,647 05-15-08 1.97 123,587(e) 123,487 Federal Natl Mtge Assn 09-01-07 8.50 471,879 496,684 10-01-07 7.50 1,312,026(b) 1,407,037 12-01-08 7.50 2,258,317(b) 2,403,140 05-01-09 7.50 4,629,681(b) 4,964,940 10-01-09 7.11 4,360,960 4,992,370 01-01-10 5.00 1,331,676 1,379,293 03-31-10 4.47 10,000,000(b) 10,100,000 03-31-10 4.50 5,200,000(b) 5,260,125 11-01-10 7.11 5,000,000 5,966,575 07-01-11 7.50 1,966,535(b) 2,110,056 See accompanying notes to investments in securities. - -------------------------------------------------------------------------------- 10 -- AXP SHORT DURATION U.S. GOVERNMENT FUND -- 2003 ANNUAL REPORT Bonds (continued) Issuer Coupon Principal Value(a) rate amount Mortgage-backed securities (cont.) Federal Natl Mtge Assn (cont.) 09-01-12 6.74% $4,675,122 $5,664,309 11-01-12 5.00 1,125,863(b) 1,178,408 01-01-13 5.00 37,236,472 38,878,017 03-31-13 5.00 8,000,000(b) 8,256,250 04-01-13 5.50 24,969,083 26,155,271 05-01-13 5.00 18,878,102 19,759,143 05-01-13 5.50 7,885,452 8,267,423 05-01-13 6.00 2,263,112 2,363,286 06-01-13 4.50 34,500,000(b) 35,847,570 09-01-13 6.00 37,861 39,537 10-01-13 6.00 6,806,330 7,107,603 10-01-13 7.50 1,105,352(b) 1,185,396 11-01-13 6.00 1,118,392 1,167,896 12-01-13 5.50 2,292,048 2,392,185 01-01-14 5.50 3,452,855 3,603,704 01-01-14 6.00 1,244,456 1,299,540 03-01-14 6.00 1,981,498 2,069,206 06-01-14 6.50 22,855,837 24,023,485 08-01-14 6.50 1,475,963 1,551,051 05-01-17 7.00 1,857,648 1,978,433 06-01-17 6.50 8,727,188 9,166,027 06-01-17 7.00 1,915,777 2,040,342 07-01-17 6.00 47,384,879 49,838,936 08-01-17 5.50 36,076,487 37,687,987 08-01-17 6.00 24,971,550 26,092,615 08-01-17 7.00 3,092,005 3,293,048 09-01-17 6.00 1,008,161 1,050,401 11-01-17 5.50 34,804,441 36,345,648 11-01-17 6.00 2,699,547 2,812,625 01-01-18 5.50 2,895,030 3,006,883 02-01-18 5.50 3,534,300(b) 3,670,852 03-01-18 5.50 2,490,748 2,586,996 03-01-18 5.50 1,985,019(b) 2,061,713 04-01-18 5.50 9,311,195 9,671,001 07-01-18 4.50 14,500,000(b) 14,803,630 08-01-18 4.50 87,825,000(b) 89,334,711 11-01-21 8.00 578,325 632,215 03-01-23 9.00 374,998 418,644 11-01-23 6.00 4,571,574 4,771,405 06-01-24 9.00 1,299,788 1,447,893 02-01-26 6.00 255,323 265,944 02-01-26 8.00 515,211 561,276 05-01-26 7.50 3,036,528 3,246,107 12-01-28 7.00 7,703,868 8,138,032 08-01-29 7.00 3,653,594 3,856,231 04-01-31 6.50 12,267,145 12,784,917 09-01-31 7.50 5,383,258 5,736,347 11-01-31 6.50 4,175,214 4,387,831 09-01-32 6.00 9,379,162 9,746,543 09-01-32 6.50 4,933,954 5,142,120 09-01-32 7.00 2,303,481(b) 2,427,293 10-01-32 7.00 8,727,215(b) 9,196,303 11-01-32 7.00 4,368,520(b) 4,603,328 01-01-33 7.00 1,296,586(b) 1,366,278 02-01-33 4.75 9,750,397 10,011,256 02-01-33 4.87 27,895,371 28,958,628 03-01-33 4.94 9,831,093 10,221,527 04-01-33 4.38 18,977,877 19,298,224 04-01-33 4.59 13,105,889 13,596,720 04-01-33 4.87 14,982,040 15,572,045 05-01-33 4.60 9,993,303 10,367,565 08-01-33 5.00 30,825,000(b) 31,345,326 Collateralized Mtge Obligation 11-25-08 5.50 305,856 307,896 05-25-09 2.92 16,200,000 16,386,680 01-25-12 5.50 29,020,000 29,638,294 03-25-13 4.50 9,227,144 9,586,827 10-25-13 5.00 25,665,445 27,060,302 08-25-22 5.00 44,000,000 46,096,442 11-25-32 5.00 30,916,257 32,048,825 05-25-42 5.30 11,500,000 12,030,840 07-25-42 5.50 31,500,000 32,879,275 08-25-42 4.70 16,000,000 16,687,040 09-25-42 5.00 17,857,544 18,928,997 10-25-42 7.50 8,915,426 9,854,336 12-25-42 2.57 20,000,000 20,093,750 12-25-42 4.75 20,000,000 21,025,000 Interest Only 05-25-12 0.00 14,278,034(d) 556,214 12-25-12 0.40 14,700,000(d) 1,350,787 08-01-18 0.00 18,104(d) 3,862 01-15-20 1.10 768,467(d) 169,796 02-25-22 2.46 113,389(d) 23,534 07-25-22 2.02 2,598,631(d) 518,197 Interest Only/Inverse Floater 02-25-32 6.48 25,169,664(d,f) 1,826,625 Inverse Floater 11-25-23 22.60 423,448(f) 433,798 Principal Only 06-25-21 1.96 103,402(e) 97,251 See accompanying notes to investments in securities. - -------------------------------------------------------------------------------- 11 -- AXP SHORT DURATION U.S. GOVERNMENT FUND -- 2003 ANNUAL REPORT Bonds (continued) Issuer Coupon Principal Value(a) rate amount Mortgage-backed securities (cont.) Govt Natl Mtge Assn 05-30-13 2.21% $14,800,000(b) $14,726,000 09-15-14 6.00 19,343,498 20,330,254 08-20-19 11.00 52,828 61,906 05-30-30 7.00 6,887,159(b) 7,500,547 Collateralized Mtge Obligation 11-20-13 5.50 8,743,816 9,260,412 07-16-18 2.58 18,612,946 18,772,770 10-16-20 2.93 14,961,910 15,153,610 06-16-21 2.75 4,478,379 4,540,382 Total 1,569,451,238 Banks and savings & loans (1.8%) Intl Bank for Reconstruction & Development (U.S. Dollar) 11-04-05 5.00 45,000,000(c) 48,598,650 Washington Mutual Collateralized Mtge Obligation Series 2002-AR15 Cl A5 12-25-32 4.38 14,905,000 15,276,442 Total 63,875,092 Financial services (1.8%) Centex Home Equity Series 2001-A Cl A4 07-25-29 6.47 10,000,000 10,525,696 Citibank Credit Card Issuance Trust Series 2003-A5 Cl A5 04-07-08 2.50 18,000,000 18,263,879 Conseco Finance Series 2000-D Cl A4 12-15-25 8.17 12,000,000 12,718,774 First Franklin Mtge Loan Series 2002-F4 Cl 2A2 02-25-33 2.80 11,600,000(h) 11,800,522 LB-UBS Commercial Mtge Trust Collateralized Mtge Obligation Series 2003-C3 Cl A1 06-15-36 2.60 9,000,000(b) 9,126,563 Total 62,435,434 Total bonds (Cost: $3,465,568,628) $3,509,411,434 Options purchased (--%) Issuer Notional Exercise Expiration Value(a) amount price date Put June Euro Dollar Futures 212,500,000 $98 June 2003 $5,312 Total options purchased (Cost: $99,025) $5,312 Short-term securities (9.0%) Issuer Annualized Amount Value(a) yield on date payable at of purchase maturity U.S. government agencies (7.7%) Federal Home Loan Mtge Corp Disc Nts 06-05-03 1.21% $9,500,000 $9,498,254 06-19-03 1.19 30,000,000 29,981,301 06-24-03 1.16 25,000,000 24,979,947 06-30-03 1.18 5,400,000 5,394,536 07-08-03 1.17 10,000,000 9,987,325 Federal Natl Mtge Assn Disc Nts 06-04-03 1.16 22,300,000 22,296,642 06-11-03 1.18 6,000,000 5,997,794 06-12-03 1.16 50,000,000 49,979,055 06-13-03 1.16 50,000,000 49,977,443 06-27-03 1.15 5,000,000 4,995,528 07-02-03 1.18 10,300,000 10,289,764 07-31-03 1.17 50,000,000 49,905,750 Total 273,283,339 Commercial paper (1.3%) Barton Capital 06-02-03 1.36 14,200,000(i) 14,198,391 Rabobank Nederland 06-02-03 1.35 31,600,000 31,596,445 Total 45,794,836 Total short-term securities (Cost: $319,079,697) $319,078,175 Total investments in securities (Cost: $3,784,747,350)(j) $3,828,494,921 See accompanying notes to investments in securities. - -------------------------------------------------------------------------------- 12 -- AXP SHORT DURATION U.S. GOVERNMENT FUND -- 2003 ANNUAL REPORT Notes to investments in securities (a) Securities are valued by procedures described in Note 1 to the financial statements. (b) At May 31, 2003, the cost of securities purchased, including interest purchased, on a when-issued and/or other forward-commitment basis was $368,521,337. (c) Foreign security values are stated in U.S. dollars. For debt securities, principal amounts are denominated in the currency indicated. As of May 31, 2003, the value of foreign securities represented 1.4% of net assets. (d) Interest only represents securities that entitle holders to receive only interest payments on the underlying mortgages. The yield to maturity of an interest-only is extremely sensitive to the rate of principal payments on the underlying mortgage assets. A rapid (slow) rate of principal repayments may have an adverse (positive) effect on yield to maturity. The principal amount shown is the notional amount of the underlying mortgages. Interest rate disclosed represents yield based upon the estimated timing of future cash flows as of May 31, 2003. (e) Principal only represents securities that entitle holders to receive only principal payments on the underlying mortgages. The yield to maturity of a principal-only is sensitive to the rate of principal payments on the underlying mortgage assets. A slow (rapid) rate of principal repayments may have an adverse (positive) effect on yield to maturity. Interest rate disclosed represents yield based upon the estimated timing of future cash flows as of May 31, 2003. (f) Inverse floaters represent securities that pay interest at a rate that increases (decreases) in the same magnitude as, or in a multiple of, a decline (increase) in the LIBOR (London InterBank Offering Rate) Index. Interest rate disclosed is the rate in effect on May 31, 2003. (g) Partially pledged as initial deposit on the following open interest rate futures contracts (see Note 4 to the financial statements): Type of security Notional amount Purchase contracts U.S. Treasury Bonds, Sept. 2003, 20-year $ 82,100,000 U.S. Treasury Notes, Sept. 2003, 2-year 238,400,000 U.S. Treasury Notes, Sept. 2003, 10-year 92,300,000 Sale contracts U.S. Treasury Notes, Sept. 2003, 5-year 546,700,000 (h) Interest rate varies either based on a predetermined schedule or to reflect current market conditions; rate shown is the effective rate on May 31, 2003. (i) Commercial paper sold within terms of a private placement memorandum, exempt from registration under Section 4(2) of the Securities Act of 1933, as amended, and may be sold only to dealers in that program or other "accredited investors." This security has been determined to be liquid under guidelines established by the board. (j) At May 31, 2003, the cost of securities for federal income tax purposes was $3,784,088,502 and the aggregate gross unrealized appreciation and depreciation based on that cost was: Unrealized appreciation $46,488,239 Unrealized depreciation (2,081,820) ---------- Net unrealized appreciation $44,406,419 ----------- - -------------------------------------------------------------------------------- 13 -- AXP SHORT DURATION U.S. GOVERNMENT FUND -- 2003 ANNUAL REPORT Financial Statements Statement of assets and liabilities Government Income Portfolio May 31, 2003 Assets Investments in securities, at value (Note 1)* (identified cost $3,784,747,350) $3,828,494,921 Accrued interest receivable 17,878,143 Receivable for investment securities sold 371,648,262 U.S. government securities held as collateral (Note 5) 158,205,038 ----------- Total assets 4,376,226,364 ------------- Liabilities Disbursements in excess of cash on demand deposit 678,406 Payable for investment securities purchased 343,980,618 Payable for securities purchased on a when-issued basis (Note 1) 220,876,045 Payable upon return of securities loaned (Note 5) 282,136,288 Accrued investment management services fee 47,231 Other accrued expenses 75,070 ------ Total liabilities 847,793,658 ----------- Net assets $3,528,432,706 ============== *Including securities on loan, at value (Note 5) $ 276,499,570 -------------- See accompanying notes to financial statements. - -------------------------------------------------------------------------------- 14 -- AXP SHORT DURATION U.S. GOVERNMENT FUND -- 2003 ANNUAL REPORT Statement of operations Government Income Portfolio Year ended May 31, 2003 Investment income Income: Interest $124,117,647 Fee income from securities lending (Note 5) 198,547 ------- Total income 124,316,194 ----------- Expenses (Note 2): Investment management services fee 15,837,132 Compensation of board members 20,388 Custodian fees 203,825 Audit fees 36,000 Other 59,278 ------ Total expenses 16,156,623 Earnings credits on cash balances (Note 2) (910) ---- Total net expenses 16,155,713 ---------- Investment income (loss) -- net 108,160,481 ----------- Realized and unrealized gain (loss) -- net Net realized gain (loss) on: Security transactions (Note 3) 71,691,440 Futures contracts (25,878,862) Options contracts written (Note 6) (1,643,202) ---------- Net realized gain (loss) on investments 44,169,376 Net change in unrealized appreciation (depreciation) on investments 9,722,424 --------- Net gain (loss) on investments 53,891,800 ---------- Net increase (decrease) in net assets resulting from operations $162,052,281 ============ See accompanying notes to financial statements. - -------------------------------------------------------------------------------- 15 -- AXP SHORT DURATION U.S. GOVERNMENT FUND -- 2003 ANNUAL REPORT Statements of changes in net assets Government Income Portfolio Year ended May 31, 2003 2002 Operations Investment income (loss) -- net $ 108,160,481 $ 105,493,519 Net realized gain (loss) on investments 44,169,376 26,857,517 Net change in unrealized appreciation (depreciation) on investments 9,722,424 7,407,629 --------- --------- Net increase (decrease) in net assets resulting from operations 162,052,281 139,758,665 ----------- ----------- Proceeds from contributions 1,115,892,070 442,781,541 Fair value of withdrawals (257,074,099) (202,909,108) ------------ ------------ Net contributions (withdrawals) from partners 858,817,971 239,872,433 ----------- ----------- Total increase (decrease) in net assets 1,020,870,252 379,631,098 Net assets at beginning of year 2,507,562,454 2,127,931,356 ------------- ------------- Net assets at end of year $3,528,432,706 $2,507,562,454 ============== ============== See accompanying notes to financial statements. - -------------------------------------------------------------------------------- 16 -- AXP SHORT DURATION U.S. GOVERNMENT FUND -- 2003 ANNUAL REPORT Notes to Financial Statements Government Income Portfolio 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Government Income Portfolio (the Portfolio) is a series of Income Trust (the Trust) and is registered under the Investment Company Act of 1940 (as amended) as a diversified, open-end management investment company. The Portfolio seeks to provide a high level of current income and safety of principal consistent with investment in U.S. government and government agency securities. The Declaration of Trust permits the Trustees to issue non-transferable interests in the Portfolio. The Portfolio's significant accounting policies are summarized below: Use of estimates Preparing financial statements that conform to accounting principles generally accepted in the United States of America requires management to make estimates (e.g., on assets, liabilities and contingent assets and liabilities) that could differ from actual results. Valuation of securities All securities are valued at the close of each business day. Securities traded on national securities exchanges or included in national market systems are valued at the last quoted sales price. Debt securities are generally traded in the over-the-counter market and are valued at a price that reflects fair value as quoted by dealers in these securities or by an independent pricing service. Securities for which market quotations are not readily available are valued at fair value according to methods selected in good faith by the board. Short-term securities maturing in more than 60 days from the valuation date are valued at the market price or approximate market value based on current interest rates; those maturing in 60 days or less are valued at amortized cost. Option transactions To produce incremental earnings, protect gains and facilitate buying and selling of securities for investments, the Portfolio may buy and sell put and call options and write put and call options. This may include purchasing mortgage-backed security (MBS) put spread options and writing covered MBS call spread options. MBS spread options are based upon the changes in the price spread between a specified mortgage-backed security and a like-duration Treasury security. The risk in writing a call option is that the Portfolio gives up the opportunity for profit if the market price of the security increases. The risk in writing a put option is that the Portfolio may incur a loss if the market price of the security decreases and the option is exercised. The risk in buying an option is that the Portfolio pays a premium whether or not the option is exercised. The Portfolio also has the additional risk of being unable to enter into a closing transaction if a liquid secondary market does not exist. The Portfolio also may write over-the-counter options where completing the obligation depends upon the credit standing of the other party. - -------------------------------------------------------------------------------- 17 -- AXP SHORT DURATION U.S. GOVERNMENT FUND -- 2003 ANNUAL REPORT Option contracts are valued daily at the closing prices on their primary exchanges and unrealized appreciation or depreciation is recorded. The Portfolio will realize a gain or loss when the option transaction expires or closes. When options on debt securities or futures are exercised, the Portfolio will realize a gain or loss. When other options are exercised, the proceeds on sales for a written call option, the purchase cost for a written put option or the cost of a security for a purchased put or call option is adjusted by the amount of premium received or paid. Futures transactions To gain exposure to or protect itself from market changes, the Portfolio may buy and sell financial futures contracts. Risks of entering into futures contracts and related options include the possibility of an illiquid market and that a change in the value of the contract or option may not correlate with changes in the value of the underlying securities. Upon entering into a futures contract, the Portfolio is required to deposit either cash or securities in an amount (initial margin) equal to a certain percentage of the contract value. Subsequent payments (variation margin) are made or received by the Portfolio each day. The variation margin payments are equal to the daily changes in the contract value and are recorded as unrealized gains and losses. The Portfolio recognizes a realized gain or loss when the contract is closed or expires. Short sales The Portfolio may engage in short sales. In these transactions, the Portfolio sells a security that it does not own. The Portfolio is obligated to replace the security that was short by purchasing it at the market price at the time of replacement or entering into an offsetting transaction with the broker. The price at such time may be more or less than the price at which the Portfolio sold the security. Securities purchased on a forward-commitment basis Delivery and payment for securities that have been purchased by the Portfolio on a forward-commitment basis, including when-issued securities and other forward-commitments, can take place one month or more after the transaction date. During this period, such securities are subject to market fluctuations, and they may affect the Portfolio's net assets the same as owned securities. The Portfolio designates cash or liquid securities at least equal to the amount of its forward-commitments. As of May 31, 2003, the Portfolio has entered into outstanding when-issued securities of $220,876,045 and other forward-commitments of $147,645,292. The Portfolio also enters into transactions to sell purchase commitments to third parties at current market values and concurrently acquires other purchase commitments for similar securities at later dates. As an inducement for the Portfolio to "roll-over" its purchase commitments, the Portfolio receives negotiated amounts in the form of reductions of the purchase price of the commitment. - -------------------------------------------------------------------------------- 18 -- AXP SHORT DURATION U.S. GOVERNMENT FUND -- 2003 ANNUAL REPORT Federal taxes For federal income tax purposes the Portfolio qualifies as a partnership and each investor in the Portfolio is treated as the owner of its proportionate share of the net assets, income, expenses and realized and unrealized gains and losses of the Portfolio. As a "pass-through" entity, the Portfolio therefore does not pay any income dividends or capital gain distributions. Other Security transactions are accounted for on the date securities are purchased or sold. Interest income, including amortization of premium and discount using the effective interest method, is accrued daily. 2. FEES AND EXPENSES The Trust, on behalf of the Portfolio, has an Investment Management Services Agreement with American Express Financial Corporation (AEFC) to manage its portfolio. Under this agreement, AEFC determines which securities will be purchased, held or sold. The management fee is a percentage of the Portfolio's average daily net assets in reducing percentages from 0.52% to 0.395% annually. Under the agreement, the Trust also pays taxes, brokerage commissions and nonadvisory expenses, which include custodian fees, audit and certain legal fees, fidelity bond premiums, registration fees for units, office expenses, consultants' fees, compensation of trustees, corporate filing fees, expenses incurred in connection with lending securities of the Portfolio and any other expenses properly payable by the Trust or Portfolio and approved by the board. During the year ended May 31, 2003, the Portfolio's custodian fees were reduced by $910 as a result of earnings credits from overnight cash balances. The Portfolio also pays custodian fees to American Express Trust Company, an affiliate of AEFC. According to a Placement Agency Agreement, American Express Financial Advisors Inc. acts as placement agent of the Trust's units. 3. SECURITIES TRANSACTIONS Cost of purchases and proceeds from sales of securities (other than short-term obligations) aggregated $7,899,209,261 and $6,976,828,006, respectively, for the year ended May 31, 2003. For the same period, the portfolio turnover rate was 218%. Realized gains and losses are determined on an identified cost basis. 4. INTEREST RATE FUTURES CONTRACTS As of May 31, 2003, investments in securities included securities valued at $2,054,214 that were pledged as collateral to cover initial margin deposits on 2,936 open purchase contracts and 5,467 open sale contracts. The notional market value of the open purchase contracts as of May 31, 2003 was $464,929,168 with a net unrealized gain of $1,724,098. The notional market value of the open sale contracts as of May 31, 2003 was $632,463,563 with a net unrealized loss of $2,450,234. See "Summary of significant accounting policies." - -------------------------------------------------------------------------------- 19 -- AXP SHORT DURATION U.S. GOVERNMENT FUND -- 2003 ANNUAL REPORT 5. LENDING OF PORTFOLIO SECURITIES As of May 31, 2003, securities valued at $276,499,570 were on loan to brokers. For collateral, the Portfolio received $123,931,250 in cash and U.S. government securities valued at $158,205,038. Income from securities lending amounted to $198,547 for the year ended May 31, 2003. The risks to the Portfolio of securities lending are that the borrower may not provide additional collateral when required or return the securities when due. 6. OPTIONS CONTRACTS WRITTEN Contracts and premiums associated with options contracts written are as follows: Year ended May 31, 2003 Puts Calls Contracts Premiums Contracts Premiums Balance May 31, 2002 -- $ -- 2,632 $ 1,119,785 Opened 3,425 986,992 9,194 7,783,066 Closed (2,527) (906,397) (10,110) (7,277,993) Exercised -- -- (1,544) (1,440,108) Expired (898) (80,595) (172) (184,750) ------ -------- ------- ---------- Balance May 31, 2003 -- $ -- -- $ -- ------ --------- ------- ----------- See "Summary of significant accounting policies." - -------------------------------------------------------------------------------- 20 -- AXP SHORT DURATION U.S. GOVERNMENT FUND -- 2003 ANNUAL REPORT Independent Auditors' Report THE BOARD OF TRUSTEES AND UNITHOLDERS INCOME TRUST We have audited the accompanying statement of assets and liabilities, including the schedule of investments in securities, of Government Income Portfolio (a series of Income Trust) as of May 31, 2003, the related statement of operations for the year then ended and the statements of changes in net assets for each of the years in the two-year period ended May 31, 2003. These financial statements are the responsibility of portfolio management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of May 31, 2003, by correspondence with the custodian and brokers or by other appropriate auditing procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Government Income Portfolio as of May 31, 2003, and the results of its operations and the changes in its net assets for each of the periods stated in the first paragraph above, in conformity with accounting principles generally accepted in the United States of America. KPMG LLP Minneapolis, Minnesota July 11, 2003 - -------------------------------------------------------------------------------- 21 -- AXP SHORT DURATION U.S. GOVERNMENT FUND -- 2003 ANNUAL REPORT Financial Statements Statement of assets and liabilities AXP Short Duration U.S. Government Fund May 31, 2003 Assets Investment in Portfolio (Note 1) $3,528,311,428 Capital shares receivable 2,253,794 --------- Total assets 3,530,565,222 ------------- Liabilities Dividends payable to shareholders 1,137,354 Capital shares payable 1,492,881 Accrued distribution fee 56,751 Accrued service fee 449 Accrued transfer agency fee 6,777 Accrued administrative services fee 4,211 Other accrued expenses 607,039 ------- Total liabilities 3,305,462 --------- Net assets applicable to outstanding capital stock $3,527,259,760 ============== Represented by Capital stock -- $.01 par value (Note 1) $ 7,136,456 Additional paid-in capital 3,648,836,206 Excess of distributions over net investment income (314,424) Accumulated net realized gain (loss) (Note 5) (171,418,321) Unrealized appreciation (depreciation) on investments 43,019,843 ---------- Total -- representing net assets applicable to outstanding capital stock $3,527,259,760 ============== Net assets applicable to outstanding shares: Class A $1,727,578,112 Class B $1,577,888,336 Class C $ 58,108,216 Class Y $ 163,685,096 Net asset value per share of outstanding capital stock: Class A shares 349,555,460 $ 4.94 Class B shares 319,216,819 $ 4.94 Class C shares 11,756,750 $ 4.94 Class Y shares 33,116,529 $ 4.94 ---------- -------------- See accompanying notes to financial statements. - -------------------------------------------------------------------------------- 22 -- AXP SHORT DURATION U.S. GOVERNMENT FUND -- 2003 ANNUAL REPORT Statement of operations AXP Short Duration U.S. Government Fund Year ended May 31, 2003 Investment income Income: Interest $124,128,441 Fee income from securities lending 198,540 ------- Total income 124,326,981 Expenses (Note 2): Expenses allocated from Portfolio 16,155,121 Distribution fee Class A 3,908,849 Class B 14,409,657 Class C 457,887 Transfer agency fee 3,541,666 Incremental transfer agency fee Class A 160,816 Class B 228,992 Class C 9,667 Service fee -- Class Y 172,531 Administrative services fees and expenses 1,421,675 Compensation of board members 14,805 Printing and postage 766,917 Registration fees 408,052 Audit fees 12,000 Other 58,701 ------ Total expenses 41,727,336 Earnings credits on cash balances (Note 2) (62,368) ------- Total net expenses 41,664,968 ---------- Investment income (loss) -- net 82,662,013 ---------- Realized and unrealized gain (loss) -- net Net realized gain (loss) on: Security transactions 71,688,458 Futures contracts (25,878,132) Options contracts written (1,643,119) ---------- Net realized gain (loss) on investments 44,167,207 Net change in unrealized appreciation (depreciation) on investments 9,722,377 --------- Net gain (loss) on investments 53,889,584 ---------- Net increase (decrease) in net assets resulting from operations $136,551,597 ============ See accompanying notes to financial statements. - -------------------------------------------------------------------------------- 23 -- AXP SHORT DURATION U.S. GOVERNMENT FUND -- 2003 ANNUAL REPORT Statements of changes in net assets AXP Short Duration U.S. Government Fund Year ended May 31, 2003 2002 Operations and distributions Investment income (loss) -- net $ 82,662,013 $ 87,596,745 Net realized gain (loss) on investments 44,167,207 26,855,921 Net change in unrealized appreciation (depreciation) on investments 9,722,377 7,407,446 --------- --------- Net increase (decrease) in net assets resulting from operations 136,551,597 121,860,112 ----------- ----------- Distributions to shareholders from: Net investment income Class A (45,444,253) (47,915,014) Class B (30,935,951) (34,663,888) Class C (946,842) (508,158) Class Y (5,490,847) (7,572,107) ---------- ---------- Total distributions (82,817,893) (90,659,167) ----------- ----------- Capital share transactions (Note 3) Proceeds from sales Class A shares (Note 2) 1,178,062,138 657,601,521 Class B shares 998,456,600 705,152,428 Class C shares 46,085,175 31,377,389 Class Y shares 92,327,556 67,870,113 Reinvestment of distributions at net asset value Class A shares 40,761,864 41,925,856 Class B shares 29,157,324 32,558,359 Class C shares 844,242 466,925 Class Y shares 4,979,945 7,409,925 Payments for redemptions Class A shares (701,715,252) (576,657,354) Class B shares (Note 2) (577,985,093) (558,439,712) Class C shares (Note 2) (18,398,418) (10,096,220) Class Y shares (125,038,635) (50,063,214) ------------ ----------- Increase (decrease) in net assets from capital share transactions 967,537,446 349,106,016 ----------- ----------- Total increase (decrease) in net assets 1,021,271,150 380,306,961 Net assets at beginning of year 2,505,988,610 2,125,681,649 ------------- ------------- Net assets at end of year $3,527,259,760 $2,505,988,610 ============== ============== See accompanying notes to financial statements. - -------------------------------------------------------------------------------- 24 -- AXP SHORT DURATION U.S. GOVERNMENT FUND -- 2003 ANNUAL REPORT Notes to Financial Statements AXP Short Duration U.S. Government Fund (formerly AXP Federal Income Fund) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Fund is a series of AXP Government Income Series, Inc, (formerly AXP Federal Income Fund, Inc.) and is registered under the Investment Company Act of 1940 (as amended) as a diversified, open-end management investment company. AXP Government Income Series, Inc. has 10 billion authorized shares of capital stock that can be allocated among the separate series as designated by the board. The Fund offers Class A, Class B, Class C and Class Y shares. o Class A shares are sold with a front-end sales charge. o Class B shares may be subject to a contingent deferred sales charge (CDSC) and automatically convert to Class A shares during the ninth calendar year of ownership. o Class C shares may be subject to a CDSC. o Class Y shares have no sales charge and are offered only to qualifying institutional investors. All classes of shares have identical voting, dividend and liquidation rights. The distribution fee, incremental transfer agency fee and service fee (class specific expenses) differ among classes. Income, expenses (other than class specific expenses) and realized and unrealized gains or losses on investments are allocated to each class of shares based upon its relative net assets. Investment in Government Income Portfolio The Fund invests all of its assets in Government Income Portfolio (the Portfolio), a series of Income Trust (the Trust), an open-end investment company that has the same objectives as the Fund. The Portfolio invests primarily in U.S. government and government agency securities. The Fund records daily its share of the Portfolio's income, expenses and realized and unrealized gains and losses. The financial statements of the Portfolio are included elsewhere in this report and should be read in conjunction with the Fund's financial statements. The Fund records its investment in the Portfolio at the value that is equal to the Fund's proportionate ownership interest in the Portfolio's net assets. The percentage of the Portfolio owned by the Fund as of May 31, 2003 was 99.99%. Valuation of securities held by the Portfolio is discussed in Note 1 of the Portfolio's "Notes to financial statements" (included elsewhere in this report). Use of estimates Preparing financial statements that conform to accounting principles generally accepted in the United States of America requires management to make estimates (e.g., on assets, liabilities, and contingent assets and liabilities) that could differ from actual results. - -------------------------------------------------------------------------------- 25 -- AXP SHORT DURATION U.S. GOVERNMENT FUND -- 2003 ANNUAL REPORT Federal taxes The Fund's policy is to comply with all sections of the Internal Revenue Code that apply to regulated investment companies and to distribute substantially all of its taxable income to the shareholders. No provision for income or excise taxes is thus required. Net investment income (loss) and net realized gains (losses) may differ for financial statement and tax purposes primarily because of deferred losses on certain futures contracts and losses deferred due to "wash sale" transactions. The character of distributions made during the year from net investment income or net realized gains may differ from their ultimate characterization for federal income tax purposes. Also, due to the timing of dividend distributions, the fiscal year in which amounts are distributed may differ from the year that the income or realized gains (losses) were recorded by the Fund. On the statement of assets and liabilities, as a result of permanent book-to-tax differences, undistributed net investment income has been increased by $1,605,940 and accumulated net realized loss has been increased by $1,853,665 resulting in a net reclassification adjustment to increase paid-in capital by $247,725. The tax character of distributions paid for the years indicated is as follows: Year ended May 31, 2003 2002 Class A Distributions paid from: Ordinary income $45,444,253 $47,915,014 Long-term capital gain -- -- Class B Distributions paid from: Ordinary income 30,935,951 34,663,888 Long-term capital gain -- -- Class C Distributions paid from: Ordinary income 946,842 508,158 Long-term capital gain -- -- Class Y Distributions paid from: Ordinary income 5,490,847 7,572,107 Long-term capital gain -- -- As of May 31, 2003, the components of distributable earnings on a tax basis are as follows: Undistributed ordinary income $ 1,719,584 Accumulated gain (loss) $(156,987,506) Unrealized appreciation (depreciation) $ 27,692,374 Dividends to shareholders Dividends from net investment income, declared daily and payable monthly, when available, are reinvested in additional shares of the Fund at net asset value or payable in cash. Capital gains, when available, are distributed along with the last income dividend of the calendar year. - -------------------------------------------------------------------------------- 26 -- AXP SHORT DURATION U.S. GOVERNMENT FUND -- 2003 ANNUAL REPORT 2. EXPENSES AND SALES CHARGES In addition to the expenses allocated from the Portfolio, the Fund accrues its own expenses as follows: The Fund has an agreement with AEFC to provide administrative services. Under an Administrative Services Agreement, the Fund pays AEFC a fee for administration and accounting services at a percentage of the Fund's average daily net assets in reducing percentages from 0.05% to 0.025% annually. A minor portion of additional administrative service expenses paid by the Fund are consultants' fees and fund office expenses. Under this agreement, the Fund also pays taxes, audit and certain legal fees, registration fees for shares, compensation of board members, corporate filing fees and any other expenses properly payable by the Fund and approved by the board. Under a separate Transfer Agency Agreement, American Express Client Service Corporation (AECSC) maintains shareholder accounts and records. The incremental transfer agency fee is the amount charged to the specific classes for the additional expense above the fee for Class Y. The Fund pays AECSC an annual fee per shareholder account for this service as follows: o Class A $20.50 o Class B $21.50 o Class C $21.00 o Class Y $18.50 Under terms of a prior agreement that ended April 30, 2003, the Fund paid a transfer agency fee at an annual rate per shareholder account of $19.50 for Class A, $20.50 for Class B, $20 for Class C and $17.50 for Class Y. The Fund has agreements with American Express Financial Advisors Inc. (the Distributor) for distribution and shareholder services. Under a Plan and Agreement of Distribution, the Fund pays a fee at an annual rate up to 0.25% of the Fund's average daily net assets attributable to Class A shares and up to 1.00% for Class B and Class C shares. Under a Shareholder Service Agreement, the Fund pays the Distributor a fee for service provided to shareholders by financial advisors and other servicing agents. The fee is calculated at a rate of 0.10% of the Fund's average daily net assets attributable to Class Y shares. Sales charges received by the Distributor for distributing Fund shares were $9,668,197 for Class A, $1,852,988 for Class B and $40,593 for Class C for the year ended May 31, 2003. During the year ended May 31, 2003, the Fund's transfer agency fees were reduced by $62,368 as a result of earnings credits from overnight cash balances. - -------------------------------------------------------------------------------- 27 -- AXP SHORT DURATION U.S. GOVERNMENT FUND -- 2003 ANNUAL REPORT 3. CAPITAL SHARE TRANSACTIONS Transactions in shares of capital stock for the years indicated are as follows: Year ended May 31, 2003 Class A Class B Class C Class Y Sold 239,714,272 203,191,315 9,371,202 18,774,998 Issued for reinvested distributions 8,291,730 5,931,794 171,739 1,013,609 Redeemed (142,692,553) (117,558,389) (3,737,168) (25,473,839) ------------ ------------ ---------- ----------- Net increase (decrease) 105,313,449 91,564,720 5,805,773 (5,685,232) ----------- ---------- --------- ---------- Year ended May 31, 2002 Class A Class B Class C Class Y Sold 135,903,504 145,765,262 6,484,859 14,030,804 Issued for reinvested distributions 8,677,586 6,738,998 96,601 1,533,797 Redeemed (119,296,103) (115,594,195) (2,088,331) (10,364,442) ------------ ------------ ---------- ----------- Net increase (decrease) 25,284,987 36,910,065 4,493,129 5,200,159 ---------- ---------- --------- --------- 4. BANK BORROWINGS The Fund has a revolving credit agreement with a syndicate of banks headed by Deutsche Bank, whereby the Fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions. The agreement went into effect Sept. 24, 2002. The Fund must maintain asset coverage for borrowings of at least 300%. The agreement, which enables the Fund to participate with other American Express mutual funds, permits borrowings up to $500 million, collectively. Interest is charged to each Fund based on its borrowings at a rate equal to either the LIBOR plus 0.50%, the IBOR plus 0.50% or the higher of the Federal Funds Rate plus 0.25% and the Prime Lending Rate. Borrowings are payable within 60 days after such loan is executed. The Fund also pays a commitment fee equal to its pro rata share of the amount of the credit facility at a rate of 0.09% per annum. Prior to this agreement, the Fund had a revolving credit agreement that permitted borrowings up to $200 million with U.S. Bank, N.A. The Fund had no borrowings outstanding during the year ended May 31, 2003. 5. CAPITAL LOSS CARRY-OVER For federal income tax purposes, the Fund has a capital loss carry-over of $156,987,506 as of May 31, 2003 that will expire in 2007 through 2009 if not offset by capital gains. It is unlikely the board will authorize a distribution of any net realized capital gains until the available capital loss carry-over has been offset or expires. - -------------------------------------------------------------------------------- 28 -- AXP SHORT DURATION U.S. GOVERNMENT FUND -- 2003 ANNUAL REPORT 6. FINANCIAL HIGHLIGHTS The tables below show certain important financial information for evaluating the Fund's results. Class A Per share income and capital changes(a) Fiscal period ended May 31, 2003 2002 2001 2000 1999 Net asset value, beginning of period $4.85 $4.78 $4.59 $4.94 $5.08 Income from investment operations: Net investment income (loss) .15 .19 .27 .27 .27 Net gains (losses) (both realized and unrealized) .09 .08 .19 (.27) (.07) Total from investment operations .24 .27 .46 -- .20 Less distributions: Dividends from net investment income (.15) (.20) (.27) (.28) (.27) Distributions from realized gains -- -- -- (.07) (.07) Total distributions (.15) (.20) (.27) (.35) (.34) Net asset value, end of period $4.94 $4.85 $4.78 $4.59 $4.94 Ratios/supplemental data Net assets, end of period (in millions) $1,728 $1,185 $1,047 $1,139 $1,723 Ratio of expenses to average daily net assets(c) .95% .95% .98% .92% .88% Ratio of net investment income (loss) to average daily net assets 2.90% 4.01% 5.72% 5.71% 5.36% Portfolio turnover rate (excluding short-term securities) 218% 267% 366% 674% 278% Total return(e) 4.90% 5.77% 10.19% (.01%) 4.07% See accompanying notes to financial highlights. - -------------------------------------------------------------------------------- 29 -- AXP SHORT DURATION U.S. GOVERNMENT FUND -- 2003 ANNUAL REPORT Class B Per share income and capital changes(a) Fiscal period ended May 31, 2003 2002 2001 2000 1999 Net asset value, beginning of period $4.85 $4.78 $4.59 $4.94 $5.08 Income from investment operations: Net investment income (loss) .11 .16 .24 .24 .23 Net gains (losses) (both realized and unrealized) .09 .08 .18 (.28) (.07) Total from investment operations .20 .24 .42 (.04) .16 Less distributions: Dividends from net investment income (.11) (.17) (.23) (.24) (.23) Distributions from realized gains -- -- -- (.07) (.07) Total distributions (.11) (.17) (.23) (.31) (.30) Net asset value, end of period $4.94 $4.85 $4.78 $4.59 $4.94 Ratios/supplemental data Net assets, end of period (in millions) $1,578 $1,104 $912 $981 $1,498 Ratio of expenses to average daily net assets(c) 1.71% 1.71% 1.73% 1.68% 1.63% Ratio of net investment income (loss) to average daily net assets 2.15% 3.25% 4.96% 4.95% 4.61% Portfolio turnover rate (excluding short-term securities) 218% 267% 366% 674% 278% Total return(e) 4.11% 4.98% 9.36% (.77%) 3.31% See accompanying notes to financial highlights. - -------------------------------------------------------------------------------- 30 -- AXP SHORT DURATION U.S. GOVERNMENT FUND -- 2003 ANNUAL REPORT Class C Per share income and capital changes(a) Fiscal period ended May 31, 2003 2002 2001(b) Net asset value, beginning of period $4.85 $4.78 $4.63 Income from investment operations: Net investment income (loss) .11 .16 .22 Net gains (losses) (both realized and unrealized) .09 .08 .14 Total from investment operations .20 .24 .36 Less distributions: Dividends from net investment income (.11) (.17) (.21) Net asset value, end of period $4.94 $4.85 $4.78 Ratios/supplemental data Net assets, end of period (in millions) $58 $29 $7 Ratio of expenses to average daily net assets(c) 1.72% 1.72% 1.73%(d) Ratio of net investment income (loss) to average daily net assets 2.10% 3.09% 4.93%(d) Portfolio turnover rate (excluding short-term securities) 218% 267% 366% Total return(e) 4.11% 4.98% 8.08%(f) See accompanying notes to financial highlights. - -------------------------------------------------------------------------------- 31 -- AXP SHORT DURATION U.S. GOVERNMENT FUND -- 2003 ANNUAL REPORT Class Y Per share income and capital changes(a) Fiscal period ended May 31, 2003 2002 2001 2000 1999 Net asset value, beginning of period $4.85 $4.78 $4.59 $4.94 $5.08 Income from investment operations: Net investment income (loss) .15 .20 .28 .28 .28 Net gains (losses) (both realized and unrealized) .09 .08 .19 (.28) (.07) Total from investment operations .24 .28 .47 -- .21 Less distributions: Dividends from net investment income (.15) (.21) (.28) (.28) (.28) Distributions from realized gains -- -- -- (.07) (.07) Total distributions (.15) (.21) (.28) (.35) (.35) Net asset value, end of period $4.94 $4.85 $4.78 $4.59 $4.94 Ratios/supplemental data Net assets, end of period (in millions) $164 $188 $161 $175 $191 Ratio of expenses to average daily net assets(c) .79% .79% .82% .78% .80% Ratio of net investment income (loss) to average daily net assets 3.12% 4.17% 5.89% 5.92% 5.44% Portfolio turnover rate (excluding short-term securities) 218% 267% 366% 674% 278% Total return(e) 5.07% 5.93% 10.36% .15% 4.15% Notes to financial highlights (a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) Inception date was June 26, 2000. (c) Expense ratio is based on total expenses of the Fund before reduction of earnings credits on cash balances. (d) Adjusted to an annual basis. (e) Total return does not reflect payment of a sales charge. (f) Not annualized. - -------------------------------------------------------------------------------- 32 -- AXP SHORT DURATION U.S. GOVERNMENT FUND -- 2003 ANNUAL REPORT Independent Auditors' Report THE BOARD AND SHAREHOLDERS AXP GOVERNMENT INCOME SERIES, INC. We have audited the accompanying statement of assets and liabilities of AXP Short Duration U.S. Government Fund (formerly AXP Federal Income Fund) (a series of AXP Government Income Series, Inc.) as of May 31, 2003, the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period ended May 31, 2003, and the financial highlights for each of the years in the five-year period ended May 31, 2003. These financial statements and the financial highlights are the responsibility of fund management. Our responsibility is to express an opinion on these financial statements and the financial highlights based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and the financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of AXP Short Duration U.S. Government Fund as of May 31, 2003, and the results of its operations, changes in its net assets and the financial highlights for each of the periods stated in the first paragraph above, in conformity with acccounting principles generally accepted in the United States of America. KPMG LLP Minneapolis, Minnesota July 11, 2003 - -------------------------------------------------------------------------------- 33 -- AXP SHORT DURATION U.S. GOVERNMENT FUND -- 2003 ANNUAL REPORT Federal Income Tax Information (UNAUDITED) The Fund is required by the Internal Revenue Code of 1986 to tell its shareholders about the tax treatment of the dividends it pays during its fiscal year. The dividends listed below are reported to you on Form 1099-DIV, Dividends and Distributions. Shareholders should consult a tax advisor on how to report distributions for state and local tax purposes. AXP Short Duration U.S. Government Fund Fiscal year ended May 31, 2003 Class A Income distributions -- taxable as dividend income: Qualified Dividend Income for individuals (effective Jan. 1, 2003): 0.00% Dividends Received Deduction for corporations: 0.00% Payable date Per share June 26, 2002 $0.01579 July 26, 2002 0.01434 Aug. 26, 2002 0.01534 Sept. 26, 2002 0.01525 Oct. 25, 2002 0.01516 Nov. 25, 2002 0.01343 Dec. 20, 2002 0.01115 Jan. 22, 2003 0.01004 Feb. 21, 2003 0.00990 March 24, 2003 0.00870 April 24, 2003 0.00850 May 23, 2003 0.00848 Total distributions $0.14608 Class B Income distributions -- taxable as dividend income: Qualified Dividend Income for individuals (effective Jan. 1, 2003): 0.00% Dividends Received Deduction for corporations: 0.00% Payable date Per share June 26, 2002 $0.01247 July 26, 2002 0.01131 Aug. 26, 2002 0.01219 Sept. 26, 2002 0.01209 Oct. 25, 2002 0.01221 Nov. 25, 2002 0.01026 Dec. 20, 2002 0.00861 Jan. 22, 2003 0.00667 Feb. 21, 2003 0.00684 March 24, 2003 0.00553 April 24, 2003 0.00533 May 23, 2003 0.00551 Total distributions $0.10902 - -------------------------------------------------------------------------------- 34 -- AXP SHORT DURATION U.S. GOVERNMENT FUND -- 2003 ANNUAL REPORT Class C Income distributions -- taxable as dividend income: Qualified Dividend Income for individuals (effective Jan. 1, 2003): 0.00% Dividends Received Deduction for corporations: 0.00% Payable date Per share June 26, 2002 $0.01248 July 26, 2002 0.01130 Aug. 26, 2002 0.01218 Sept. 26, 2002 0.01207 Oct. 25, 2002 0.01219 Nov. 25, 2002 0.01024 Dec. 20, 2002 0.00859 Jan. 22, 2003 0.00664 Feb. 21, 2003 0.00683 March 24, 2003 0.00550 April 24, 2003 0.00530 May 23, 2003 0.00549 Total distributions $0.10881 Class Y Income distributions -- taxable as dividend income: Qualified Dividend Income for individuals (effective Jan. 1, 2003): 0.00% Dividends Received Deduction for corporations: 0.00% Payable date Per share June 26, 2002 $0.01649 July 26, 2002 0.01497 Aug. 26, 2002 0.01600 Sept. 26, 2002 0.01591 Oct. 25, 2002 0.01578 Nov. 25, 2002 0.01410 Dec. 20, 2002 0.01169 Jan. 22, 2003 0.01075 Feb. 21, 2003 0.01056 March 24, 2003 0.00937 April 24, 2003 0.00918 May 23, 2003 0.00912 Total distributions $0.15392 - -------------------------------------------------------------------------------- 35 -- AXP SHORT DURATION U.S. GOVERNMENT FUND -- 2003 ANNUAL REPORT Board Members and Officers Shareholders elect a board that oversees the Fund's operations. The board appoints officers who are responsible for day-to-day business decisions based on policies set by the board. The following is a list of the Fund's board members. Each member oversees 15 Master Trust portfolios and 83 American Express mutual funds. Board members serve until the next regular shareholders' meeting or until he or she reaches the mandatory retirement age established by the board. Independent Board Members Name, address, age Position held with Principal occupation during past five Other directorships Fund and length of years service - -------------------------------- -------------------- ------------------------------------------- ------------------------------- Arne H. Carlson Board member since Chair, Board Services Corporation 901 S. Marquette Ave. 1999 (provides administrative services to Minneapolis, MN 55402 boards). Former Governor of Minnesota Age 68 - -------------------------------- -------------------- ------------------------------------------- ------------------------------- Philip J. Carroll, Jr. Board member since Retired Chairman and CEO, Fluor Scottish Power PLC, Vulcan 901 S. Marquette Ave. 2002 Corporation (engineering and Materials Company, Inc. Minneapolis, MN 55402 construction) since 1998 (construction Age 65 materials/chemicals) - -------------------------------- -------------------- ------------------------------------------- ------------------------------- Livio D. DeSimone Board member since Retired Chair of the Board and Chief Cargill, Incorporated 30 Seventh Street East 2001 Executive Officer, Minnesota Mining and (commodity merchants and Suite 3050 Manufacturing (3M) processors), General Mills, St. Paul, MN 55101-4901 Inc. (consumer foods), Vulcan Age 69 Materials Company (construction materials/ chemicals), Milliken & Company (textiles and chemicals), and Nexia Biotechnologies, Inc. - -------------------------------- -------------------- ------------------------------------------- ------------------------------- Heinz F. Hutter* Board member since Retired President and Chief Operating P.O. Box 2187 1994 Officer, Cargill, Incorporated (commodity Minneapolis, MN 55402 merchants and processors) Age 74 - -------------------------------- -------------------- ------------------------------------------- ------------------------------- Anne P. Jones Board member since Attorney and Consultant 5716 Bent Branch Rd. 1985 Bethesda, MD 20816 Age 68 - -------------------------------- -------------------- ------------------------------------------- ------------------------------- Stephen R. Lewis, Jr.** Board member since Retired President and Professor of Valmont Industries, Inc. 222 South 9th Street #440 2002 Economics, Carleton College (manufactures irrigation Minneapolis, MN 55402 systems) Age 64 - -------------------------------- -------------------- ------------------------------------------- ------------------------------- * Interested person of AXP Partners International Aggressive Growth Fund and AXP Partners Aggressive Growth Fund by reason of being a security holder of J P Morgan Chase & Co., which has a 45% interest in American Century Companies, Inc., the parent company of the subadviser of two of the AXP Partners Funds, American Century Investment Management, Inc. ** Interested person of AXP Partners International Aggressive Growth Fund by reason of being a security holder of FleetBoston Financial Corporation, parent company of Liberty Wanger Asset Management, L.P., one of the fund's subadvisers. - -------------------------------------------------------------------------------- 36 -- AXP SHORT DURATION U.S. GOVERNMENT FUND -- 2003 ANNUAL REPORT Independent Board Members (continued) Name, address, age Position held with Principal occupation during past five Other directorships Fund and length of years service - -------------------------------- -------------------- ------------------------------------------- ------------------------------- Alan G. Quasha Board member since President, Quadrant Management, Inc. Compagnie Financiere 720 Fifth Avenue 2002 (management of private equities) Richemont AG (luxury goods), New York, NY 10019 Harken Energy Corporation Age 53 (oil and gas exploration) and SIRIT Inc. (radio frequency identification technology) - -------------------------------- -------------------- ------------------------------------------- ------------------------------- Alan K. Simpson Board member since Former three-term United States Senator Biogen, Inc. 1201 Sunshine Ave. 1997 for Wyoming (biopharmaceuticals) Cody, WY 82414 Age 71 - -------------------------------- -------------------- ------------------------------------------- ------------------------------- Alison Taunton-Rigby Board member since President, Forester Biotech since 2000. 901 S. Marquette Ave. 2002 Former President and CEO, Aquila Minneapolis, MN 55402 Biopharmaceuticals, Inc. Age 59 - -------------------------------- -------------------- ------------------------------------------- ------------------------------- Board Members Affiliated with AEFC*** Name, address, age Position held with Principal occupation during past five Other directorships Fund and length of years service - -------------------------------- -------------------- ------------------------------------------- Barbara H. Fraser Board member since Executive Vice President - AEFA Products 1546 AXP Financial Center 2002 and Corporate Marketing of AEFC since Minneapolis, MN 55474 2002. President - Travelers Check Group, Age 53 American Express Company, 2001-2002. Management Consultant, Reuters, 2000-2001. Managing Director - International Investments, Citibank Global, 1999-2000. Chairman and CEO, Citicorp Investment Services and Citigroup Insurance Group, U.S., 1998-1999 - -------------------------------- -------------------- ------------------------------------------- Stephen W. Roszell Board member since Senior Vice President - Institutional 50238 AXP Financial Center 2002, Vice Group of AEFC Minneapolis, MN 55474 President since Age 54 2002 - -------------------------------- -------------------- ------------------------------------------- ------------------------------- William F. Truscott Board member since Senior Vice President - Chief Investment 53600 AXP Financial Center 2001, Vice Officer of AEFC since 2001. Former Chief Minneapolis, MN 55474 President since Investment Officer and Managing Director, Age 42 2002 Zurich Scudder Investments - -------------------------------- -------------------- ------------------------------------------- ------------------------------- *** Interested person by reason of being an officer, director and/or employee of AEFC. - -------------------------------------------------------------------------------- 37 -- AXP SHORT DURATION U.S. GOVERNMENT FUND -- 2003 ANNUAL REPORT The board has appointed officers who are responsible for day-to-day business decisions based on policies it has established. The officers serve at the pleasure of the board. In addition to Mr. Roszell, who is vice president, and Mr. Truscott, who is vice president, the Fund's other officers are: Other Officers Name, address, age Position held with Principal occupation during past five Other directorships Fund and length of years service - -------------------------------- -------------------- ------------------------------------------- ------------------------------- Jeffrey P. Fox Treasurer since Vice President - Investment Accounting, 50005 AXP Financial Center 2002 AEFC, since 2002; Vice President - Minneapolis, MN 55474 Finance, American Express Company, Age 48 2000-2002; Vice President - Corporate Controller, AEFC, 1996-2000 - -------------------------------- -------------------- ------------------------------------------- ------------------------------- Paula R. Meyer President since Senior Vice President and General Manager 596 AXP Financial Center 2002 - Mutual Funds, AEFC, since 2002; Vice Minneapolis, MN 55474 President and Managing Director - Age 49 American Express Funds, AEFC, 2000-2002; Vice President, AEFC, 1998-2000 - -------------------------------- -------------------- ------------------------------------------- ------------------------------- Leslie L. Ogg Vice President, President of Board Services Corporation 901 S. Marquette Ave. General Counsel, Minneapolis, MN 55402 and Secretary Age 64 since 1978 - -------------------------------- -------------------- ------------------------------------------- ------------------------------- The SAI has additional information about the Fund's directors and is available, without charge, upon request by calling (800) 862-7919. - -------------------------------------------------------------------------------- 38 -- AXP SHORT DURATION U.S. GOVERNMENT FUND -- 2003 ANNUAL REPORT The policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities can be found in the Fund's Statement of Additional Information (SAI) which is available (i) without charge, upon request, by calling toll-free (800) 862-7919; (ii) on the American Express Company Web site at americanexpress.com; and on the Securities and Exchange Commission Web site at http://www.sec.gov. - -------------------------------------------------------------------------------- (logo) AMERICAN EXPRESS(R) - -------------------------------------------------------------------------------- American Express Funds 70100 AXP Financial Center Minneapolis, MN 55474 This report must be accompanied or preceded by the Fund's current prospectus. Distributed by American Express Financial Advisors Inc. Member NASD. American Express Company is separate from American Express Financial Advisors Inc. and is not a broker-dealer. AXP(R) U.S. Government Mortgage Fund Annual Report for the Period Ended May 31, 2003 AXP U.S. Government Mortgage Fund seeks to provide shareholders with current income as its primary goal and, its secondary goal, preservation of capital. (This annual report includes a prospectus that describes in detail the Fund's objective, investment strategy, risks, sales charges, fees and other matters of interest. Please read the prospectus carefully before you invest or send money.) - -------------------------------------------------------------------------------- (logo) (logo) American AMERICAN Express(R) EXPRESS Funds (R) - -------------------------------------------------------------------------------- Table of Contents Fund Snapshot 3 Questions & Answers with Portfolio Management 4 The Fund's Long-term Performance 8 Investments in Securities 9 Financial Statements 12 Notes to Financial Statements 15 Independent Auditors' Report 25 Federal Income Tax Information 26 Board Members and Officers 29 (logo) Dalbar American Express(R) Funds' reports to shareholders have been awarded the Communications Seal from Dalbar Inc., an independent financial services research firm. The Seal recognizes communications demonstrating a level of excellence in the industry. - -------------------------------------------------------------------------------- 2 -- AXP U.S. GOVERNMENT MORTGAGE FUND -- 2003 ANNUAL REPORT Fund Snapshot AS OF MAY 31, 2003 PORTFOLIO MANAGER Portfolio manager Team led by Scott Kirby Since 2/02 Years in industry 24 FUND OBJECTIVE The Fund seeks to provide shareholders with current income as its primary goal and, as its secondary goal, preservation of capital. Inception dates A: 2/14/02 B: 2/14/02 C: 2/14/02 Y: 2/14/02 Ticker symbols A: AUGAX B: AUGBX C: AUGCX Y: -- Total net assets $472.6 million Number of holdings approximately 190 STYLE MATRIX Shading within the style matrix indicates areas in which the Fund generally invests. DURATION SHORT INT. LONG X HIGH MEDIUM LOW SECTOR COMPOSITION Percentage of portfolio assets (pie chart) Mortgage-backed securities 98.1% Government obligations & agencies 1.9% CREDIT QUALITY SUMMARY Percentage of portfolio assets AAA bonds 100% For further details about these holdings, please refer to the section entitled "Investments in Securities." Individual securities owned by the Fund, but not shares of the Fund, are guaranteed by the U.S. government, its agencies or instrumentalities as to timely payments of principal and interest. The Fund's yield and share price are not guaranteed, and may vary with market conditions. Fund holdings are subject to change. - -------------------------------------------------------------------------------- 3 -- AXP U.S. GOVERNMENT MORTGAGE FUND -- 2003 ANNUAL REPORT Questions & Answers WITH PORTFOLIO MANAGEMENT Q: How did AXP U.S. Government Mortgage Fund perform for fiscal year 2003? A: AXP U.S. Government Mortgage Fund's Class A shares (excluding sales charge) gained 6.93% for the 12-month period ended May 31, 2003. In comparison, the Lehman Brothers Mortgage-Backed Securities Index increased 6.42%. The Fund also outperformed the Lipper U.S. Mortgage Funds Index, representing the Fund's peer group, which rose 6.08% over the same time frame. Q: What factors most significantly impacted performance during the annual period? A: During the annual period, the U.S. fixed income markets provided strong returns for the third consecutive year. U.S. Treasuries rallied dramatically, and yields fell sharply. Mortgage-backed securities within the Lehman Brothers Aggregate Bond Index outperformed comparable duration U.S. Treasury securities for the annual period. However, mortgage securities did underperform corporate bonds as measured by the Lehman U.S. Credit Index for the 12 months ended May 31, 2003. From the start of the fiscal year through mid-October, the Federal Reserve Board believed that the economy was likely to be weak. This, together with problems regarding corporate governance, a declining stock market and the threat of war with Iraq, prompted investors to seek less risky investments. U.S. Treasuries, led by the shorter end of the curve, rallied. Beginning mid-October 2002, investors became less risk-averse as stock prices rose, corporations seemed to be on more solid footing and statistical data indicated a slow but steadier course for economic recovery. Yields on U.S. Treasuries remained relatively range-bound through early May. As investors then sought yield elsewhere, mortgage-backed securities benefited. On May 6, 2003, the Federal Reserve Board kept the targeted federal funds rate unchanged at 1.25%, but made it clear that it would maintain its accommodative (bar graph) PERFORMANCE COMPARISON For the year ended May 31, 2003 8% 7% (bar 1) (bar 2) (bar 3) 6% +6.93% +6.42% +6.08% 5% 4% 3% 2% 1% 0% (bar 1) AXP U.S. Government Mortgage Fund Class A (excluding sales charge) (bar 2) Lehman Brothers Mortgage-Backed Securities Index (unmanaged) (bar 3) Lipper U.S. Mortgage Funds Index (see "The Fund's Long-term Performance" for Index descriptions) Past performance is no guarantee of future results. The 4.75% sales charge applicable to Class A shares of the Fund is not reflected in the bar chart; if reflected, returns would be lower than those shown. The performance of Class B, Class C and Class Y may vary from that shown above because of differences in expenses. The indices do not reflect the effects of sales charges, expenses (excluding Lipper) and taxes. - -------------------------------------------------------------------------------- 4 -- AXP U.S. GOVERNMENT MORTGAGE FUND -- 2003 ANNUAL REPORT Questions & Answers (begin callout quote) > We were able to capture for the Fund the extra income boost that mortgage-backed securities provided over comparable Treasuries, especially during the period from October through May. (end callout quote) monetary policy. It believed the probability of deflation exceeds that of a pickup in inflation over the next few quarters. The long-term end of the U.S. Treasury curve rallied in response. Fund performance benefited most from its security selection. With interest rates at 45-year lows, a refinancing blitz caused extra call risk within the mortgage-backed sector. That is, when refinancing occurs, existing mortgage bonds with higher yields are refunded; their principal is paid and new bonds are issued with lower yields. This environment made security selection key, as we sought as much coupon income as possible. Indeed, we were able to capture for the Fund the extra income boost that mortgage-backed securities provided over comparable Treasuries, especially during the period from October through May. AVERAGE ANNUAL TOTAL RETURNS as of May 31, 2003 Class A Class B Class C Class Y (Inception dates) (2/14/02) (2/14/02) (2/14/02) (2/14/02) NAV(1) POP(2) NAV(1) After CDSC(3) NAV(1) After CDSC(4) NAV(5) POP(5) 1 year +6.93% +1.86% +6.12% +2.12% +6.12% +6.12% +7.10% +7.10% Since inception +6.75% +2.80% +6.14% +3.08% +6.12% +6.12% +6.93% +6.93% (1) Excluding sales charge. (2) Returns at public offering price (POP) reflect a sales charge of 4.75%. (3) Returns at maximum contingent deferred sales charge (CDSC). CDSC applies as follows: first year 5%; second and third year 4%; fourth year 3%; fifth year 2%; sixth year 1%; no sales charge thereafter. (4) 1% CDSC applies to redemptions made within the first year of purchase. (5) Sales charge is not applicable to these shares. Shares available to institutional investors only. Past performance is no guarantee of future results. Investment return and principal value will fluctuate, so that your shares, when redeemed, may be worth more or less than the original cost. The performance shown for each class of shares will vary due to differences in sales charges and fees. Short term performance may be higher or lower than the figures shown. Visit americanexpress.com for current information. - -------------------------------------------------------------------------------- 5 -- AXP U.S. GOVERNMENT MORTGAGE FUND -- 2003 ANNUAL REPORT Questions & Answers Q: What changes did you make to the portfolio and how is it currently positioned? A: We integrated two primary strategies within the Fund to add relative value. One is called a specified pool strategy. We focused on pools of mortgages that historically have had lower-than-average prepayment risks, such as low-balance mortgages, mortgages in states with less refinancing activity, newer mortgages that would likely not be seeking to refinance too quickly and servicing organizations that have historically been less aggressive in getting customers to refinance. The other driving force of the Fund's strong performance was what we call our "dollar roll" strategy. The dollar roll strategy involved selling a pool of mortgage-backed securities that would have delivered in the current month and simultaneously agreeing to purchase a (column chart) U.S Treasury Yields 6% (X) 5.62% 5% (X) 5.04% (X) 4.35% (Y) 4.38% 4% (X) 3.68% (X) 3.19% (Y) 3.37% 3% (Y) 2.29% 2% (X) 1.72% (X) 1.88% (Y) 1.57% (Y) 1.32% (Y) 1.10% (Y) 1.08% 1% 3 month 6 month 2 year 3 year 5 year 10 year 30 year Maturity (X) May 31, 2002 (Y) May 31, 2003 Source: Bloomberg This illustration is not intended to represent the current or historical yield of any mutual fund offered by American Express Funds. U.S. Treasuries are guaranteed with respect to payment of interest and repayment of principal. Mutual fund shares are not. This chart compares yields on U.S. Treasuries on May 31, 2003 with a year earlier. Rates have dropped the most in the past year on Treasury notes maturing between three and five-years. Overall, the income potential of Treasuries is now at its lowest level since the early 1950s. - -------------------------------------------------------------------------------- 6 -- AXP U.S. GOVERNMENT MORTGAGE FUND -- 2003 ANNUAL REPORT Questions & Answers similar pool of securities at a future date. The dealer, in effect, offers a discount, providing an incentive to buy the bonds forward. This strategy added to the Fund's return during the period without notably increasing its risk profile. For much of the period, the Fund also benefited from investment in a number of well-structured 15-year collateralized mortgage obligations (CMOs) that were less affected by the refinancing boom as well as from a focus on intermediate-term mortgage bonds. After the Federal Reserve Board statement on May 6, we repositioned the Fund, reducing its 15-year holdings and shifting to a more neutral to the benchmark position by increasing its holdings in 30-year mortgage-backed securities. At May 31, 2003, approximately 98% of the Fund's assets were invested in mortgage-backed securities. We continued to emphasize those securities issued by government mortgage agencies, including the Government National Mortgage Association (GNMA), the Federal National Mortgage Association (FNMA) and the Federal Home Loan Mortgage Corporate (FHLMC). The remaining assets were invested in bonds and notes issued by the U.S. Treasury. Our focus was on generating a competitive level of current income while maintaining an extremely high level of credit quality. We maintained a neutral duration through most of the fiscal year. Q: What is your outlook for the coming months? A: We do not believe the Federal Reserve Board will raise interest rates any time soon. The real question is: Will they cut interest rates yet again? The fixed income market had already priced in an interest rate cut prior to the Federal Reserve Board's June 25th 0.25% cut in the federal funds rate. Given this view, we believe the yield curve will flatten even further. Such a scenario would be less beneficial to the mortgage-backed sector of the market, however, we feel the lower callability of the mortgage securities in the Fund's portfolio positions it well for such an environment. We also believe the current stance of the Federal Reserve Board may enable us to extend the Fund's duration while integrating what is known as a "barbell strategy," whereby we own positions at the short and longer ends of the curve. Whatever the markets may bring, the Fund will continue to seek current income as its foremost goal and, as its secondary goal, preservation of capital, by investing primarily in securities issued by U.S. government mortgage agencies. - -------------------------------------------------------------------------------- 7 -- AXP U.S. GOVERNMENT MORTGAGE FUND -- 2003 ANNUAL REPORT The Fund's Long-term Performance This chart illustrates the total value of an assumed $10,000 investment in AXP U.S. Government Mortgage Fund Class A shares (from 3/1/02 to 5/31/03) as compared to the performance of two widely cited performance indices, Lehman Brothers Mortgage-Backed Securities Index and Lipper U.S. Mortgage Funds Index. In comparing the Fund's Class A shares to these indices, you should take into account the fact that the Fund's performance reflects the maximum sales charge of 4.75%, while such charges are not reflected in the performance of the indices. Returns for the Fund include the reinvestment of any distribution paid during each period. Past performance is no guarantee of future results. Your investment and return values fluctuate so that your shares, when redeemed, may be worth more or less than the original cost. Returns do not reflect taxes payable on distributions and redemptions. Also see "Past Performance" in the Fund's current prospectus. (line graph) VALUE OF A HYPOTHETICAL $10,000 INVESTMENT IN AXP U.S. GOVERNMENT MORTGAGE FUND $12,000 $9,000 (solid line) AXP U.S. Government Mortgage Fund Class A $6,000 (dotted line) Lehman Brothers Mortgage-Backed Securities Index(1) $3,000 (dashed line) Lipper U.S. Mortgage Funds Index(2) 3/1/02 5/31/02 8/31/02 11/30/02 2/28/03 5/31/03 (solid line) AXP U.S. Government Mortgage Fund Class A $10,364 (dotted line) Lehman Brothers Mortgage-Backed Securities Index(1) $10,876 (dashed line) Lipper U.S. Mortgage Funds Index(2) $10,744 (1) Lehman Brothers Mortgage-Backed Securities Index, an unmanaged index, includes 15- and 30-year fixed-rate securities backed by mortgage pools of the Government National Mortgage Association (GNMA), Federal Home Loan Mortgage Corporation (FHLMC), and Federal National Mortgage Association (FNMA). (2) The Lipper U.S. Mortgage Funds Index, published by Lipper Inc., includes the 10 largest funds that are generally similar to the Fund, although some funds in the index may have somewhat different investment policies or objectives. Average Annual Total Returns Class A with Sales Charge as of May 31, 2003 1 year +1.86% Since inception (2/14/02) +2.80% Results for other share classes can be found on page 5. - -------------------------------------------------------------------------------- 8 -- AXP U.S. GOVERNMENT MORTGAGE FUND -- 2003 ANNUAL REPORT Investments in Securities AXP U.S. Government Mortgage Fund May 31, 2003 (Percentages represent value of investments compared to net assets) Bonds (97.1%) Issuer Coupon Principal Value(a) rate amount Government obligations & agencies (1.8%) U.S. Treasury 05-15-08 2.63% $3,000,000 $3,048,750 11-15-16 7.50 4,000,000 5,521,248 Total 8,569,998 Mortgage-backed securities (95.3%) Federal Home Loan Mtge Corp 01-01-09 7.00 692,794 738,871 03-01-10 8.00 1,106,703 1,170,710 11-01-10 7.00 622,717 663,991 03-01-12 7.50 1,985,178 2,128,445 06-01-15 7.50 3,763,897 4,034,264 12-01-16 6.50 839,934 888,687 02-01-17 6.50 3,972,297 4,202,332 04-01-17 7.00 1,960,049 2,106,797 06-01-17 6.50 1,652,629 1,728,577 10-01-17 8.00 1,549,104 1,679,817 12-01-17 5.50 1,373,334 1,422,225 01-01-18 5.50 1,962,791 2,032,667 05-01-18 5.00 2,979,023(b) 3,084,825 06-01-18 5.00 3,000,000(b) 3,101,250 03-01-22 6.50 1,575,477 1,642,609 04-01-22 6.50 3,611,147 3,764,209 03-01-30 7.50 615,375 654,927 12-01-30 5.50 2,848,101 2,957,350 06-01-31 8.00 1,219,660 1,310,631 03-01-32 7.00 666,640 705,115 04-01-32 7.00 1,704,818 1,788,415 06-01-32 7.00 3,795,032 3,981,123 07-01-32 7.00 944,554 990,871 08-01-32 6.50 10,588,177 11,015,329 09-01-32 6.50 3,005,008 3,126,237 04-01-33 6.00 3,973,668 4,119,722 06-01-33 5.50 3,000,000 3,110,156 Collateralized Mtge Obligation 02-25-42 6.00 1,000,000 1,069,497 02-25-42 6.50 4,823,010 5,357,447 Interest Only 02-15-14 12.29 1,800,000(e) 211,860 11-15-25 0.00 981,863(e) 10,139 Interest Only/Inverse Floater 03-15-32 6.64 2,538,252(e,f) 174,496 Federal Natl Mtge Assn 05-01-08 7.75 760,283 807,870 07-01-09 7.50 5,001,503(b) 5,366,346 10-01-09 8.50 413,051 438,027 08-01-10 7.50 1,486,433 1,594,943 04-01-11 6.50 335,748 353,914 09-01-12 6.74 1,870,049 2,265,723 08-01-16 6.50 631,201 662,897 11-01-16 7.00 1,406,885 1,518,487 01-01-17 6.00 1,744,035 1,817,041 02-01-17 7.00 2,140,213 2,300,250 03-01-17 6.00 1,872,359 1,969,113 03-01-17 6.50 2,051,158 2,163,430 03-01-17 7.00 187,156 199,848 04-01-17 6.50 841,778(c) 894,444 04-01-17 7.50 142,205 152,559 05-01-17 6.00 1,407,325 1,466,289 06-01-17 6.50 10,522,568 11,051,686 06-01-17 7.00 2,708,829 2,877,518 07-01-17 6.00 8,514,940 8,955,928 07-01-17 7.50 1,024,703 1,098,907 07-22-17 5.00 13,400,000(b) 13,789,403 08-01-17 5.50 4,452,043 4,650,911 09-01-17 6.00 1,807,703 1,883,375 09-01-17 6.50 3,426,274 3,598,561 10-01-17 5.50 1,029,629 1,069,410 11-01-17 5.50 3,898,673 4,073,652 12-01-17 5.50 3,017,910 3,134,511 12-01-17 6.00 4,666,163 4,861,664 02-01-18 5.50 4,149,658 4,309,171 03-01-18 5.50 2,299,152 2,387,997 04-01-18 5.50 4,914,837 5,147,501 06-01-18 5.00 4,200,000(b) 4,335,198 07-01-18 4.50 5,000,000(b) 5,104,700 08-01-18 4.50 9,200,000(b) 9,358,147 08-01-22 6.50 2,583,226 2,702,906 09-01-22 6.50 1,197,608 1,253,092 See accompanying notes to investments in securities. - -------------------------------------------------------------------------------- 9 -- AXP U.S. GOVERNMENT MORTGAGE FUND -- 2003 ANNUAL REPORT Bonds (continued) Issuer Coupon Principal Value(a) rate amount Mortgage-backed securities (cont.) Federal Natl Mtge Assn (cont.) 11-01-22 6.00% $1,197,258 $1,245,834 03-01-23 5.50 2,225,670 2,312,837 04-01-25 8.00 1,695,884 1,855,902 09-01-28 7.50 2,720,389 2,912,285 12-01-28 7.00 2,456,086 2,619,575 01-01-29 6.00 2,511,287 2,612,023 03-01-29 6.50 7,565,453 7,990,239 06-01-29 6.00 8,563,578 8,907,090 06-01-29 7.50 2,560,486 2,723,460 06-25-30 7.50 681,913 753,727 06-01-31 7.00 6,007,859 6,387,748 09-01-31 7.00 3,712,183 3,946,161 09-01-31 7.50 4,179,288 4,453,408 10-01-31 9.50 316,973 352,995 11-01-31 6.50 2,631,410 2,756,007 01-01-32 6.00 2,617,521 2,720,131 01-01-32 6.50 1,532,136 1,610,166 03-01-32 6.50 3,446,792 3,622,242 03-01-32 7.00 3,004,024 3,192,500 04-01-32 6.50 8,876,722 9,328,592 04-01-32 7.00 3,928,994 4,169,122 05-01-32 6.50 6,633,283 6,966,685 05-01-32 7.00 3,754,708 3,992,857 06-01-32 6.50 4,165,805 4,359,144 06-01-32 7.00 1,482,680 1,562,522 07-01-32 6.50 11,519,767 12,083,882 07-01-32 6.50 826,201(b) 861,059 08-01-32 6.50 9,682,168 10,090,663 08-01-32 7.00 3,667,033 3,862,284 09-01-32 6.00 8,383,123 8,711,459 09-01-32 6.50 6,405,120 6,675,355 10-01-32 6.50 1,557,140 1,622,836 11-01-32 6.00 5,621,269 5,841,408 11-01-32 6.50 456,187 475,434 12-01-32 6.00 2,933,553 3,048,436 12-01-32 6.50 4,316,064 4,498,160 12-01-32 7.00 1,095,020 1,153,877 01-01-33 6.00 7,230,924 7,514,100 02-01-33 4.75 1,950,079 2,002,251 02-01-33 5.50 3,209,553 3,333,135 03-01-33 5.50 2,988,104 3,103,249 03-01-33 6.00 5,880,752 6,110,976 03-01-33 6.50 862,168 898,540 03-31-33 5.50 3,000,000 3,127,500 04-01-33 5.50 18,919,368 19,648,417 04-01-33 6.00 5,496,840 5,712,068 04-01-33 6.00 1,136,832(b) 1,181,353 05-01-33 5.50 4,000,000 4,154,138 05-01-33 6.00 2,118,114 2,201,035 06-01-33 5.50 4,000,000 4,154,138 07-01-33 5.00 7,000,000(b) 7,146,580 Collateralized Mtge Obligation 12-25-42 4.75 2,000,000 2,102,500 08-25-41 7.50 3,259,621 3,602,902 08-25-42 5.00 2,000,000 2,078,260 10-25-42 7.50 2,907,204 3,213,371 12-25-43 2.57 1,000,000 1,004,688 Interest Only 10-25-09 4.97 17,427,096(e) 733,862 12-25-12 1.29 1,800,000(e) 165,403 07-25-21 0.00 8,694,105(e) 407,454 Gov't Natl Mtge Assn 09-15-14 6.00 3,995,225 4,199,030 04-15-29 6.50 792,455 831,826 02-15-30 7.00 645,919 680,786 03-15-30 7.00 698,058 735,739 12-15-31 6.50 911,533 955,782 02-15-32 6.50 1,117,076 1,171,181 12-15-32 6.00 975,879 1,022,616 08-01-33 5.50 8,000,000(b) 8,287,520 Residential Funding Mtge Collateralized Mtge Obligation 10-25-17 5.50 1,953,470 2,033,499 Total 450,381,014 Total bonds (Cost: $455,462,334) $458,951,012 See accompanying notes to investments in securities. - -------------------------------------------------------------------------------- 10 -- AXP U.S. GOVERNMENT MORTGAGE FUND -- 2003 ANNUAL REPORT Short-term securities (16.3%) Issuer Annualized Amount Value(a) yield on date payable at of purchase maturity U.S. government agencies (15.3%) Federal Home Loan Mtge Corp Disc Nts 06-05-03 1.21% $2,200,000 $2,199,596 06-19-03 1.19 15,400,000 15,390,401 06-30-03 1.18 19,500,000 19,480,834 Federal Natl Mtge Assn Disc Nts 06-02-03 1.18 800,000 799,921 06-04-03 1.16 11,200,000 11,198,314 06-11-03 1.18 2,400,000 2,399,118 06-18-03 1.17 1,400,000 1,399,185 06-26-03 1.15 6,100,000 6,094,739 06-27-03 1.16 3,400,000 3,396,932 07-31-03 1.17 10,000,000 9,981,150 Total 72,340,190 Short-term securities (continued) Issuer Annualized Amount Value(a) yield on date payable at of purchase maturity Commercial paper (1.0%) Alpine Securitization 06-02-03 1.36% $4,800,000(d) $4,799,456 Total short-term securities (Cost: $77,139,409) $77,139,646 Total investments in securities (Cost: $532,601,743)(g) $536,090,658 Notes to investments in securities (a) Securities are valued by procedures described in Note 1 to the financial statements. (b) At May 31, 2003, the cost of securities purchased, including interest purchased, on a when-issued and/or other forward-commitment basis was $61,446,826. (c) Partially pledged as initial deposit on the following open interest rate futures contracts (see Note 5 to the financial statements): Type of security Notional amount Purchase contracts U.S. Treasury Notes, Sept. 2003, 10-year $ 300,000 U.S. Long Bond, Sept. 2003, 20-year 5,000,000 Sale contracts U.S. Treasury Notes, Sept. 2003, 2-year 19,800,000 (d) Commercial paper sold within terms of a private placement memorandum, exempt from registration under Section 4(2) of the Securities Act of 1933, as amended, and may be sold only to dealers in that program or other "accredited investors." This security has been determined to be liquid under guidelines established by the board. (e) Interest only represents securities that entitle holders to receive only interest payments on the underlying mortgages. The yield to maturity of an interest-only is extremely sensitive to the rate of principal payments on the underlying mortgage assets. A rapid (slow) rate of principal repayments may have an adverse (positive) effect on yield to maturity. The principal amount shown is the notional amount of the underlying mortgages. Interest rate disclosed represents yield based upon the estimated timing of future cash flows as of May 31, 2003. (f) Inverse floaters represent securities that pay interest at a rate that increases (decreases) in the same magnitude as, or in a multiple of, a decline (increase) in the LIBOR (London InterBank Offering Rate) Index. Interest rate disclosed is the rate in effect on May 31, 2003. (g) At May 31, 2003, the cost of securities for federal income tax purposes was $532,634,965 and the aggregate gross unrealized appreciation and depreciation based on that cost was: Unrealized appreciation $ 5,117,376 Unrealized depreciation (1,661,683) ---------- Net unrealized appreciation $ 3,455,693 ----------- - -------------------------------------------------------------------------------- 11 -- AXP U.S. GOVERNMENT MORTGAGE FUND -- 2003 ANNUAL REPORT Financial Statements Statement of assets and liabilities AXP U.S. Government Mortgage Fund May 31, 2003 Assets Investments in securities, at value (Note 1) (identified cost $532,601,743) $536,090,658 Cash in bank on demand deposit 128,322 Capital shares receivable 418,598 Accrued interest receivable 2,190,213 Receivable for investment securities sold 65,092,803 ---------- Total assets 603,920,594 ----------- Liabilities Dividends payable to shareholders 266,298 Capital shares payable 487,241 Payable for investment securities purchased 79,614,211 Payable for securities purchased on a when-issued basis (Note 1) 50,896,412 Accrued investment management services fee 6,728 Accrued distribution fee 7,777 Accrued transfer agency fee 1,659 Accrued administrative services fee 647 Other accrued expenses 50,555 ------ Total liabilities 131,331,528 ----------- Net assets applicable to outstanding capital stock $472,589,066 ============ Represented by Capital stock -- $.01 par value (Note 1) $ 909,625 Additional paid-in capital 464,544,355 Excess of distributions over net investment income (235,899) Accumulated net realized gain (loss) 3,871,117 Unrealized appreciation (depreciation) on investments (Note 5) 3,499,868 --------- Total -- representing net assets applicable to outstanding capital stock $472,589,066 ============ Net assets applicable to outstanding shares: Class A $251,114,423 Class B $199,931,709 Class C $ 21,530,532 Class Y $ 12,402 Net asset value per share of outstanding capital stock: Class A shares 48,344,197 $ 5.19 Class B shares 38,473,346 $ 5.20 Class C shares 4,142,611 $ 5.20 Class Y shares 2,388 $ 5.19 ----- ------------ See accompanying notes to financial statements. - -------------------------------------------------------------------------------- 12 -- AXP U.S. GOVERNMENT MORTGAGE FUND -- 2003 ANNUAL REPORT Statement of operations AXP U.S. Government Mortgage Fund Year ended May 31, 2003 Investment income Income: Interest $14,086,355 ----------- Expenses (Note 2): Investment management services fee 1,714,820 Distribution fee Class A 448,097 Class B 1,364,483 Class C 140,738 Transfer agency fee 406,037 Incremental transfer agency fee Class A 22,741 Class B 30,828 Class C 3,465 Service fee -- Class Y 12 Administrative services fees and expenses 166,561 Compensation of board members 10,547 Custodian fees 56,130 Printing and postage 70,007 Registration fees 163,068 Audit fees 17,500 Other 21,889 ------ Total expenses 4,636,923 Expenses waived/reimbursed by AEFC (Note 2) (233,538) -------- 4,403,385 Earnings credits on cash balances (Note 2) (3,959) ------ Total net expenses 4,399,426 --------- Investment income (loss) -- net 9,686,929 --------- Realized and unrealized gain (loss) -- net Net realized gain (loss) on: Security transactions (Note 3) 5,906,969 Futures contracts (300,658) Options contracts written (Note 6) 156,713 ------- Net realized gain (loss) on investments 5,763,024 Net change in unrealized appreciation (depreciation) on investments 2,819,705 --------- Net gain (loss) on investments 8,582,729 --------- Net increase (decrease) in net assets resulting from operations $18,269,658 =========== See accompanying notes to financial statements. - -------------------------------------------------------------------------------- 13 -- AXP U.S. GOVERNMENT MORTGAGE FUND -- 2003 ANNUAL REPORT Statements of changes in net assets AXP U.S. Government Mortgage Fund May 31, 2003 For the period from Year ended Feb. 14, 2002* to May 31, 2002 Operations and distributions Investment income (loss) -- net $ 9,686,929 $ 448,697 Net realized gain (loss) on investments 5,763,024 188,897 Net change in unrealized appreciation (depreciation) on investments 2,819,705 651,272 --------- ------- Net increase (decrease) in net assets resulting from operations 18,269,658 1,288,866 ---------- --------- Distributions to shareholders from: Net investment income Class A (6,365,488) (297,178) Class B (3,718,149) (75,981) Class C (383,803) (12,617) Class Y (475) (80) Net realized gain Class A (878,837) -- Class B (703,993) -- Class C (67,316) -- Class Y (57) -- ----------- -------- Total distributions (12,118,118) (385,856) ----------- -------- Capital share transactions (Note 4) Proceeds from sales Class A shares (Note 2) 277,134,067 32,847,519 Class B shares 210,911,273 28,841,488 Class C shares 19,636,847 4,695,391 Class Y shares 502 1,500 Reinvestment of distributions at net asset value Class A shares 6,382,377 80,237 Class B shares 4,108,191 51,011 Class C shares 404,490 8,025 Class Y shares 85 2 Payments for redemptions Class A shares (93,565,033) (811,270) Class B shares (Note 2) (45,757,524) (927,337) Class C shares (Note 2) (3,415,045) (123,023) Class Y shares (132) -- ----------- ---------- Increase (decrease) in net assets from capital share transactions 375,840,098 64,663,543 ----------- ---------- Total increase (decrease) in net assets 381,991,638 65,566,553 Net assets at beginning of period (Note 1) 90,597,428 25,030,875** ---------- ---------- Net assets at end of period $472,589,066 $90,597,428 ============ =========== Undistributed (excess of distributions over) net investment income $ (235,899) $ 112,861 ------------ ----------- * When shares became publicly available ** Initial capital of $25,000,000 was contributed on Feb. 7, 2002. The Fund had an increase in net assets resulting from operations of $30,875 during the period from Feb. 7, 2002 to Feb. 14, 2002 (when shares became publicly available). See accompanying notes to financial statements. - -------------------------------------------------------------------------------- 14 -- AXP U.S. GOVERNMENT MORTGAGE FUND -- 2003 ANNUAL REPORT Notes to Financial Statements AXP U.S. Government Mortgage Fund 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Fund is a series of AXP Government Income Series, Inc. (formerly AXP Federal Income Fund, Inc.) and is registered under the Investment Company Act of 1940 (as amended) as a diversified, open-end management investment company. AXP Government Income Series, Inc. has 10 billion authorized shares of capital stock that can be allocated among the separate series as designated by the board. The Fund invests primarily in mortgage-backed securities. On Feb. 7, 2002, IDS Life Insurance Company invested $25,000,000 in the Fund which represented 4,994,000 shares for Class A, 2,000 shares for Class B, Class C and Class Y, respectively, which represented the initial capital for each class at $5 per share. Shares of the Fund were first offered to the public on Feb. 14, 2002. The Fund offers Class A, Class B, Class C and Class Y shares. o Class A shares are sold with a front-end sales charge. o Class B shares may be subject to a contingent deferred sales charge (CDSC) and automatically convert to Class A shares during the ninth calendar year of ownership. o Class C shares may be subject to a CDSC. o Class Y shares have no sales charge and are offered only to qualifying institutional investors. All classes of shares have identical voting, dividend and liquidation rights. The distribution fee, incremental transfer agency fee and service fee (class specific expenses) differ among classes. Income, expenses (other than class specific expenses) and realized and unrealized gains or losses on investments are allocated to each class of shares based upon its relative net assets. The Fund's significant accounting policies are summarized below: Use of estimates Preparing financial statements that conform to accounting principles generally accepted in the United States of America requires management to make estimates (e.g., on assets, liabilities and contingent assets and liabilities) that could differ from actual results. Valuation of securities All securities are valued at the close of each business day. Securities traded on national securities exchanges or included in national market systems are valued at the last quoted sales price. Debt securities are generally traded in the over-the-counter market and are valued at a price that reflects fair value as quoted by dealers in these securities or by an independent pricing service. Securities for which market quotations are not readily available are valued at fair value according to methods selected in good faith by the board. Short-term securities maturing in more than 60 days from the valuation date are valued at the market price or approximate market value based on current interest rates; those maturing in 60 days or less are valued at amortized cost. - -------------------------------------------------------------------------------- 15 -- AXP U.S. GOVERNMENT MORTGAGE FUND -- 2003 ANNUAL REPORT Option transactions To produce incremental earnings, protect gains and facilitate buying and selling of securities for investments, the Fund may buy and sell put and call options and write put and call options. This may include purchasing mortgage-backed security (MBS) put spread options and writing covered MBS call spread options. MBS spread options are based upon the changes in the price spread between a specified mortgage-backed security and a like-duration Treasury security. The risk in writing a call option is that the Fund gives up the opportunity for profit if the market price of the security increases. The risk in writing a put option is that the Fund may incur a loss if the market price of the security decreases and the option is exercised. The risk in buying an option is that the Fund pays a premium whether or not the option is exercised. The Fund also has the additional risk of being unable to enter into a closing transaction if a liquid secondary market does not exist. The Fund also may write over-the-counter options where completing the obligation depends upon the credit standing of the other party. Option contracts are valued daily at the closing prices on their primary exchanges and unrealized appreciation or depreciation is recorded. The Fund will realize a gain or loss when the option transaction expires or closes. When options on debt securities or futures are exercised, the Fund will realize a gain or loss. When other options are exercised, the proceeds on sales for a written call option, the purchase cost for a written put option or the cost of a security for a purchased put or call option is adjusted by the amount of premium received or paid. Futures transactions To gain exposure to or protect itself from market changes, the Fund may buy and sell financial futures contracts. Risks of entering into futures contracts and related options include the possibility of an illiquid market and that a change in the value of the contract or option may not correlate with changes in the value of the underlying securities. Upon entering into a futures contract, the Fund is required to deposit either cash or securities in an amount (initial margin) equal to a certain percentage of the contract value. Subsequent payments (variation margin) are made or received by the Fund each day. The variation margin payments are equal to the daily changes in the contract value and are recorded as unrealized gains and losses. The Fund recognizes a realized gain or loss when the contract is closed or expires. Short sales The Fund may engage in short sales. In these transactions, the Fund sells a security that it does not own. The Fund is obligated to replace the security that was short by purchasing it at the market price at the time of replacement or entering into an offsetting transaction with the broker. The price at such time may be more or less than the price at which the Fund sold the security. - -------------------------------------------------------------------------------- 16 -- AXP U.S. GOVERNMENT MORTGAGE FUND -- 2003 ANNUAL REPORT Securities purchased on a forward-commitment basis Delivery and payment for securities that have been purchased by the Fund on a forward-commitment basis, including when-issued securities and other forward-commitments, can take place one month or more after the transaction date. During this period, such securities are subject to market fluctuations, and they may affect the Fund's net assets the same as owned securities. The Fund designates cash or liquid securities at least equal to the amount of its forward-commitments. As of May 31, 2003, the Fund has entered into outstanding when-issued securities of $50,896,412 and forward-commitments of $10,550,414. The Fund also enters into transactions to sell purchase commitments to third parties at current market values and concurrently acquires other purchase commitments for similar securities at later dates. As an inducement for the Fund to "roll over" its purchase commitments, the Fund receives negotiated amounts in the form of reductions of the purchase price of the commitment. Federal taxes The Fund's policy is to comply with all sections of the Internal Revenue Code that apply to regulated investment companies and to distribute substantially all of its taxable income to shareholders. No provision for income or excise taxes is thus required. Net investment income (loss) and net realized gains (losses) may differ for financial statement and tax purposes primarily because of deferred losses on certain futures contracts and losses deferred due to "wash sale" transactions. The character of distributions made during the year from net investment income or net realized gains may differ from their ultimate characterization for federal income tax purposes. Also, due to the timing of dividend distributions, the fiscal year in which amounts are distributed may differ from the year that the income or realized gains (losses) were recorded by the Fund. On the statement of assets and liabilities, as a result of permanent book-to-tax differences, undistributed net investment income has been increased by $432,226 and accumulated net realized gain has been decreased by $432,226. - -------------------------------------------------------------------------------- 17 -- AXP U.S. GOVERNMENT MORTGAGE FUND -- 2003 ANNUAL REPORT The tax character of distributions paid for the periods indicated is as follows: For the period from May 31, 2003 Feb. 14, 2002* to Year ended May 31, 2002 Class A Distributions paid from: Ordinary income $7,244,325 $297,178 Long-term capital gain -- -- Class B Distributions paid from: Ordinary income 4,422,142 75,981 Long-term capital gain -- -- Class C Distributions paid from: Ordinary income 451,119 12,617 Long-term capital gain -- -- Class Y Distributions paid from: Ordinary income 532 80 Long-term capital gain -- -- * When shares became publicly available. As of May 31, 2003, the components of distributable earnings on a tax basis are as follows: Undistributed ordinary income $4,089,622 Accumulated gain (loss) $ 250,180 Unrealized appreciation (depreciation) $3,061,582 Dividends to shareholders Dividends from net investment income, declared daily and payable monthly, when available, are reinvested in additional shares of the Fund at net asset value or payable in cash. Capital gains, when available, are distributed along with the last income dividend of the calendar year. Other Security transactions are accounted for on the date securities are purchased or sold. Interest income, including amortization of premium and discount using the effective interest method, is accrued daily. - -------------------------------------------------------------------------------- 18 -- AXP U.S. GOVERNMENT MORTGAGE FUND -- 2003 ANNUAL REPORT 2. EXPENSES AND SALES CHARGES The Fund has agreements with American Express Financial Corporation (AEFC) to manage its portfolio and provide administrative services. Under an Investment Management Services Agreement, AEFC determines which securities will be purchased, held or sold. The management fee is a percentage of the Fund's average daily net assets in reducing percentages from 0.52% to 0.395% annually. Under an Administrative Services Agreement, the Fund pays AEFC a fee for administration and accounting services at a percentage of the Fund's average daily net assets in reducing percentages from 0.05% to 0.025% annually. A minor portion of additional administrative service expenses paid by the Fund are consultants' fees and fund office expenses. Under this agreement, the Fund also pays taxes, audit and certain legal fees, registration fees for shares, compensation of board members, corporate filing fees and any other expenses properly payable by the Fund and approved by the board. Under a separate Transfer Agency Agreement, American Express Client Service Corporation (AECSC) maintains shareholder accounts and records. The incremental transfer agency fee is the amount charged to the specific classes for the additional expense above the fee for Class Y. The Fund pays AECSC an annual fee per shareholder account for this service as follows: o Class A $20.50 o Class B $21.50 o Class C $21.00 o Class Y $18.50 Under terms of a prior agreement that ended April 30, 2003, the Fund paid a transfer agency fee at an annual rate per shareholder account of $19.50 for Class A, $20.50 for Class B, $20 for Class C and $17.50 for Class Y. The Fund has agreements with American Express Financial Advisors Inc. (the Distributor) for distribution and shareholder services. Under a Plan and Agreement of Distribution, the Fund pays a fee at an annual rate up to 0.25% of the Fund's average daily net assets attributable to Class A shares and up to 1.00% for Class B and Class C shares. Under a Shareholder Service Agreement, the Fund pays the Distributor a fee for service provided to shareholders by financial advisors and other servicing agents. The fee is calculated at a rate of 0.10% of the Fund's average daily net assets attributable to Class Y shares. Sales charges received by the Distributor for distributing Fund shares were $2,054,585 for Class A, $151,479 for Class B and $12,482 for Class C for the year ended May 31, 2003. For the year ended May 31, 2003, AEFC and American Express Financial Advisors Inc. waived certain fees and expenses to 0.99% for Class A, 1.75% for Class B, 1.75% for Class C and 0.80% for Class Y. In addition, AEFC and American Express Financial Advisors Inc. have agreed to waive certain fees and expenses until May 31, 2004. Under this agreement, total expenses will not exceed 0.99% for Class A, 1.75% for Class B, 1.75% for Class C and 0.81% for Class Y of the Fund's average daily net assets. - -------------------------------------------------------------------------------- 19 -- AXP U.S. GOVERNMENT MORTGAGE FUND -- 2003 ANNUAL REPORT During the year ended May 31, 2003, the Fund's custodian and transfer agency fees were reduced by $3,959 as a result of earnings credits from overnight cash balances. The Fund also pays custodian fees to American Express Trust Company, an affiliate of AEFC. 3. SECURITIES TRANSACTIONS Cost of purchases and proceeds from sales of securities (other than short-term obligations) aggregated $1,094,526,154 and $733,842,146, respectively, for the year ended May 31, 2003. Realized gains and losses are determined on an identified cost basis. 4. CAPITAL SHARE TRANSACTIONS Transactions in shares of capital stock for the periods are as follows: Year ended May 31, 2003 Class A Class B Class C Class Y Sold 53,840,581 40,951,953 3,809,031 98 Issued for reinvested distributions 1,236,256 795,646 78,342 16 Redeemed (18,129,387) (8,851,021) (659,979) (25) ----------- ---------- -------- --- Net increase (decrease) 36,947,450 32,896,578 3,227,394 89 ---------- ---------- --------- -- Feb. 14, 2002* to May 31, 2002 Class A Class B Class C Class Y Sold 6,548,408 5,749,357 936,279 299 Issued for reinvested distributions 15,930 10,111 1,590 -- Redeemed (161,591) (184,700) (24,652) -- --------- --------- ------- --- Net increase (decrease) 6,402,747 5,574,768 913,217 299 --------- --------- ------- --- * When shares became publicly available. 5. INTEREST RATE FUTURES CONTRACTS As of May 31, 2003, investments in securities included securities valued at $447,222 that were pledged as collateral to cover initial margin deposits on 53 open purchase contracts and 99 open sale contracts. The notional market value of the open purchase contracts as of May 31, 2003 was $6,316,250 with a net unrealized gain of $37,881. The notional market value of the open sale contracts as of May 31, 2003 was $21,405,657 with a net unrealized loss of $26,928. See "Summary of significant accounting policies." - -------------------------------------------------------------------------------- 20 -- AXP U.S. GOVERNMENT MORTGAGE FUND -- 2003 ANNUAL REPORT 6. OPTIONS CONTRACTS WRITTEN Contracts and premiums associated with options contracts written are as follows: Year ended May 31, 2003 Puts Calls Contracts Premiums Contracts Premiums Balance May 31, 2002 -- $ -- -- $ -- Opened 599 131,584 631 177,106 Closed (370) (103,577) (319) (158,803) Expired (229) (28,007) (312) (18,303) ---- ------- ---- ------- Balance May 31, 2003 -- $ -- -- $ -- ---- ------- ---- ------- See "Summary of significant accounting policies." 7. BANK BORROWINGS The Fund has a revolving credit agreement with a syndicate of banks headed by Deutsche Bank, whereby the Fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions. The agreement went into effect Sept. 24, 2002. The Fund must maintain asset coverage for borrowings of at least 300%. The agreement, which enables the Fund to participate with other American Express mutual funds, permits borrowings up to $500 million, collectively. Interest is charged to each Fund based on its borrowings at a rate equal to either the LIBOR plus 0.50%, the IBOR plus 0.50% or the higher of the Federal Funds Rate plus 0.25% and the Prime Lending Rate. Borrowings are payable within 60 days after such loan is executed. The Fund also pays a commitment fee equal to its pro rata share of the amount of the credit facility at a rate of 0.09% per annum. Prior to this agreement, the Fund had a revolving credit agreement that permitted borrowings up to $200 million with U.S. Bank, N.A. The Fund had no borrowings outstanding during the year ended May 31, 2003. - -------------------------------------------------------------------------------- 21 -- AXP U.S. GOVERNMENT MORTGAGE FUND -- 2003 ANNUAL REPORT 8. FINANCIAL HIGHLIGHTS The tables below show certain important financial information for evaluating the Fund's results. Class A Per share income and capital changes(a) Fiscal period ended May 31, 2003 2002(b) Net asset value, beginning of period $5.06 $5.01 Income from investment operations: Net investment income (loss) .19 .04 Net gains (losses) (both realized and unrealized) .16 .04 Total from investment operations .35 .08 Less distributions: Dividends from net investment income (.20) (.03) Distributions from realized gains (.02) -- Total distributions (.22) (.03) Net asset value, end of period $5.19 $5.06 Ratios/supplemental data Net assets, end of period (in millions) $251 $58 Ratio of expenses to average daily net assets(c,e) .99% .95%(d) Ratio of net investment income (loss) to average daily net assets 3.31% 2.98%(d) Portfolio turnover rate (excluding short-term securities) 227% 200% Total return(i) 6.93% 1.75%(j) Class B Per share income and capital changes(a) Fiscal period ended May 31, 2003 2002(b) Net asset value, beginning of period $5.07 $5.01 Income from investment operations: Net investment income (loss) .15 .03 Net gains (losses) (both realized and unrealized) .16 .05 Total from investment operations .31 .08 Less distributions: Dividends from net investment income (.16) (.02) Distributions from realized gains (.02) -- Total distributions (.18) (.02) Net asset value, end of period $5.20 $5.07 Ratios/supplemental data Net assets, end of period (in millions) $200 $28 Ratio of expenses to average daily net assets(c,f) 1.75% 1.74%(d) Ratio of net investment income (loss) to average daily net assets 2.49% 2.68%(d) Portfolio turnover rate (excluding short-term securities) 227% 200% Total return(i) 6.12% 1.76%(j) See accompanying notes to financial highlights. - -------------------------------------------------------------------------------- 22 -- AXP U.S. GOVERNMENT MORTGAGE FUND -- 2003 ANNUAL REPORT Class C Per share income and capital changes(a) Fiscal period ended May 31, 2003 2002(b) Net asset value, beginning of period $5.07 $5.01 Income from investment operations: Net investment income (loss) .15 .03 Net gains (losses) (both realized and unrealized) .16 .05 Total from investment operations .31 .08 Less distributions: Dividends from net investment income (.16) (.02) Distributions from realized gains (.02) -- Total distributions (.18) (.02) Net asset value, end of period $5.20 $5.07 Ratios/supplemental data Net assets, end of period (in millions) $22 $5 Ratio of expenses to average daily net assets(c,g) 1.75% 1.73%(d) Ratio of net investment income (loss) to average daily net assets 2.50% 2.60%(d) Portfolio turnover rate (excluding short-term securities) 227% 200% Total return(i) 6.12% 1.74%(j) Class Y Per share income and capital changes(a) Fiscal period ended May 31, 2003 2002(b) Net asset value, beginning of period $5.06 $5.01 Income from investment operations: Net investment income (loss) .19 .04 Net gains (losses) (both realized and unrealized) .16 .04 Total from investment operations .35 .08 Less distributions: Dividends from net investment income (.20) (.03) Distributions from realized gains (.02) -- Total distributions (.22) (.03) Net asset value, end of period $5.19 $5.06 Ratios/supplemental data Net assets, end of period (in millions) $-- $-- Ratio of expenses to average daily net assets(c,h) .80% .78%(d) Ratio of net investment income (loss) to average daily net assets 3.68% 2.95%(d) Portfolio turnover rate (excluding short-term securities) 227% 200% Total return(i) 7.10% 1.80%(j) See accompanying notes to financial highlights. - -------------------------------------------------------------------------------- 23 -- AXP U.S. GOVERNMENT MORTGAGE FUND -- 2003 ANNUAL REPORT Notes to financial highlights (a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) For the period from Feb. 14, 2002 (when shares became publicly available) to May 31, 2002. (c) Expense ratio is based on total expenses of the Fund before reduction of earnings credits on cash balances. (d) Adjusted to an annual basis. (e) AEFC waived/reimbursed the Fund for certain expenses. Had AEFC not done so, the annual ratios of expenses for Class A would have been 1.06% and 1.58% for the periods ended May 31, 2003 and 2002, respectively. (f) AEFC waived/reimbursed the Fund for certain expenses. Had AEFC not done so, the annual ratios of expenses for Class B would have been 1.82% and 2.34% for the periods ended May 31, 2003 and 2002, respectively. (g) AEFC waived/reimbursed the Fund for certain expenses. Had AEFC not done so, the annual ratios of expenses for Class C would have been 1.82% and 2.34% for the periods ended May 31, 2003 and 2002, respectively. (h) AEFC waived/reimbursed the Fund for certain expenses. Had AEFC not done so, the annual ratios of expenses for Class Y would have been 0.88% and 1.40% for the periods ended May 31, 2003 and 2002, respectively. (i) Total return does not reflect payment of a sales charge. (j) Not annualized. - -------------------------------------------------------------------------------- 24 -- AXP U.S. GOVERNMENT MORTGAGE FUND -- 2003 ANNUAL REPORT Independent Auditors' Report THE BOARD AND SHAREHOLDERS AXP GOVERNMENT INCOME SERIES, INC. We have audited the accompanying statement of assets and liabilities, including the schedule of investments in securities, of AXP U.S. Government Mortgage Fund (a series of AXP Government Income Series, Inc.) as of May 31, 2003, the related statement of operations for the year then ended and the statements of changes in net assets and the financial highlights for the year ended May 31, 2003 and for the period from Feb. 14, 2002 (when shares became publicly available) to May 31, 2002. These financial statements and the financial highlights are the responsibility of fund management. Our responsibility is to express an opinion on these financial statements and the financial highlights based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and the financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of May 31, 2003, by correspondence with the custodian and brokers or by other appropriate auditing procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of AXP U.S. Government Mortgage Fund as of May 31, 2003, and the results of its operations, changes in its net assets and the financial highlights for each of the periods stated in the first paragraph above, in conformity with accounting principles generally accepted in the United States of America. KPMG LLP Minneapolis, Minnesota July 11, 2003 - -------------------------------------------------------------------------------- 25 -- AXP U.S. GOVERNMENT MORTGAGE FUND -- 2003 ANNUAL REPORT Federal Income Tax Information (UNAUDITED) The Fund is required by the Internal Revenue Code of 1986 to tell its shareholders about the tax treatment of the dividends it pays during its fiscal year. The dividends listed below are reported to you on Form 1099-DIV, Dividends and Distributions. Shareholders should consult a tax advisor on how to report distributions for state and local tax purposes. AXP U.S. Government Mortgage Fund Fiscal period ended May 31, 2003 Class A Income distributions taxable as dividend income: Qualified Dividend Income for individuals (effective Jan. 1, 2003): 0.00% Dividends Received Deduction for corporations: 0.00% Payable date Per share June 26, 2002 0.02320 July 26, 2002 0.01915 Aug. 26, 2002 0.01935 Sept. 26, 2002 0.01889 Oct. 25, 2002 0.01650 Nov. 25, 2002 0.01650 Dec. 20, 2002 0.03754 Jan. 22, 2003 0.01300 Feb. 21, 2003 0.01133 March 24, 2003 0.01273 April 24, 2003 0.01300 May 23, 2003 0.01490 Total distributions $0.21609 The distribution of $0.03754 per share, payable Dec. 20, 2002, consisted of $0.01400 from net investment income and $0.02354 from net short-term capital gains. - -------------------------------------------------------------------------------- 26 -- AXP U.S. GOVERNMENT MORTGAGE FUND -- 2003 ANNUAL REPORT Class B Income distributions taxable as dividend income: Qualified Dividend Income for individuals (effective Jan. 1, 2003): 0.00% Dividends Received Deduction for corporations: 0.00% Payable date Per share June 26, 2002 0.01976 July 26, 2002 0.01604 Aug. 26, 2002 0.01607 Sept. 26, 2002 0.01558 Oct. 25, 2002 0.01342 Nov. 25, 2002 0.01318 Dec. 20, 2002 0.03486 Jan. 22, 2003 0.00946 Feb. 21, 2003 0.00812 March 24, 2003 0.00939 April 24, 2003 0.00966 May 23, 2003 0.01176 Total distributions $0.17730 The distribution of $0.03486 per share, payable Dec. 20, 2002, consisted of $0.01132 from net investment income and $0.02354 from net short-term capital gains. Class C Income distributions taxable as dividend income: Qualified Dividend Income for individuals (effective Jan. 1, 2003): 0.00% Dividends Received Deduction for corporations: 0.00% Payable date Per share June 26, 2002 0.01975 July 26, 2002 0.01596 Aug. 26, 2002 0.01604 Sept. 26, 2002 0.01556 Oct. 25, 2002 0.01339 Nov. 25, 2002 0.01316 Dec. 20, 2002 0.03485 Jan. 22, 2003 0.00947 Feb. 21, 2003 0.00810 March 24, 2003 0.00937 April 24, 2003 0.00966 May 23, 2003 0.01176 Total distributions $0.17707 The distribution of $0.03485 per share, payable Dec. 20, 2002, consisted of $0.01131 from net investment income and $0.02354 from net short-term capital gains. - -------------------------------------------------------------------------------- 27 -- AXP U.S. GOVERNMENT MORTGAGE FUND -- 2003 ANNUAL REPORT Class Y Income distributions taxable as dividend income: Qualified Dividend Income for individuals (effective Jan. 1, 2003): 0.00% Dividends Received Deduction for corporations: 0.00% Payable date Per share June 26, 2002 0.02391 July 26, 2002 0.01980 Aug. 26, 2002 0.02009 Sept. 26, 2002 0.01962 Oct. 25, 2002 0.01719 Nov. 25, 2002 0.01725 Dec. 20, 2002 0.03817 Jan. 22, 2003 0.01379 Feb. 21, 2003 0.01204 March 24, 2003 0.01347 April 24, 2003 0.01375 May 23, 2003 0.01558 Total distributions $0.22466 The distribution of $0.03817 per share, payable Dec. 20, 2002, consisted of $0.01463 from net investment income and $0.02354 from net short-term capital gains. - -------------------------------------------------------------------------------- 28 -- AXP U.S. GOVERNMENT MORTGAGE FUND -- 2003 ANNUAL REPORT Board Members and Officers Shareholders elect a board that oversees the Fund's operations. The board appoints officers who are responsible for day-to-day business decisions based on policies set by the board. The following is a list of the Fund's board members. Each member oversees 15 Master Trust portfolios and 83 American Express mutual funds. Board members serve until the next regular shareholders' meeting or until he or she reaches the mandatory retirement age established by the board. Independent Board Members Name, address, age Position held with Principal occupation during past five Other directorships Fund and length of years service - -------------------------------- -------------------- ------------------------------------------- ------------------------------- Arne H. Carlson Board member since Chair, Board Services Corporation 901 S. Marquette Ave. 1999 (provides administrative services to Minneapolis, MN 55402 boards). Former Governor of Minnesota Age 68 - -------------------------------- -------------------- ------------------------------------------- ------------------------------- Philip J. Carroll, Jr. Board member since Retired Chairman and CEO, Fluor Scottish Power PLC, Vulcan 901 S. Marquette Ave. 2002 Corporation (engineering and Materials Company, Inc. Minneapolis, MN 55402 construction) since 1998 (construction Age 65 materials/chemicals) - -------------------------------- -------------------- ------------------------------------------- ------------------------------- Livio D. DeSimone Board member since Retired Chair of the Board and Chief Cargill, Incorporated 30 Seventh Street East 2001 Executive Officer, Minnesota Mining and (commodity merchants and Suite 3050 Manufacturing (3M) processors), General Mills, St. Paul, MN 55101-4901 Inc. (consumer foods), Vulcan Age 69 Materials Company (construction materials/ chemicals), Milliken & Company (textiles and chemicals), and Nexia Biotechnologies, Inc. - -------------------------------- -------------------- ------------------------------------------- ------------------------------- Heinz F. Hutter* Board member since Retired President and Chief Operating P.O. Box 2187 1994 Officer, Cargill, Incorporated (commodity Minneapolis, MN 55402 merchants and processors) Age 74 - -------------------------------- -------------------- ------------------------------------------- ------------------------------- Anne P. Jones Board member since Attorney and Consultant 5716 Bent Branch Rd. 1985 Bethesda, MD 20816 Age 68 - -------------------------------- -------------------- ------------------------------------------- ------------------------------- Stephen R. Lewis, Jr.** Board member since Retired President and Professor of Valmont Industries, Inc. 222 South 9th Street #440 2002 Economics, Carleton College (manufactures irrigation Minneapolis, MN 55402 systems) Age 64 - -------------------------------- -------------------- ------------------------------------------- ------------------------------- * Interested person of AXP Partners International Aggressive Growth Fund and AXP Partners Aggressive Growth Fund by reason of being a security holder of J P Morgan Chase & Co., which has a 45% interest in American Century Companies, Inc., the parent company of the subadviser of two of the AXP Partners Funds, American Century Investment Management, Inc. ** Interested person of AXP Partners International Aggressive Growth Fund by reason of being a security holder of FleetBoston Financial Corporation, parent company of Liberty Wanger Asset Management, L.P., one of the fund's subadvisers. - -------------------------------------------------------------------------------- 29 -- AXP U.S. GOVERNMENT MORTGAGE FUND -- 2003 ANNUAL REPORT Independent Board Members (continued) Name, address, age Position held with Principal occupation during past five Other directorships Fund and length of years service - -------------------------------- -------------------- ------------------------------------------- ------------------------------- Alan G. Quasha Board member since President, Quadrant Management, Inc. Compagnie Financiere 720 Fifth Avenue 2002 (management of private equities) Richemont AG (luxury goods), New York, NY 10019 Harken Energy Corporation Age 53 (oil and gas exploration) and SIRIT Inc. (radio frequency identification technology) - -------------------------------- -------------------- ------------------------------------------- ------------------------------- Alan K. Simpson Board member since Former three-term United States Senator Biogen, Inc. 1201 Sunshine Ave. 1997 for Wyoming (biopharmaceuticals) Cody, WY 82414 Age 71 - -------------------------------- -------------------- ------------------------------------------- ------------------------------- Alison Taunton-Rigby Board member since President, Forester Biotech since 2000. 901 S. Marquette Ave. 2002 Former President and CEO, Aquila Minneapolis, MN 55402 Biopharmaceuticals, Inc. Age 59 - -------------------------------- -------------------- ------------------------------------------- ------------------------------- Board Members Affiliated with AEFC*** Name, address, age Position held with Principal occupation during past five Other directorships Fund and length of years service - -------------------------------- -------------------- ------------------------------------------- Barbara H. Fraser Board member since Executive Vice President - AEFA Products 1546 AXP Financial Center 2002 and Corporate Marketing of AEFC since Minneapolis, MN 55474 2002. President - Travelers Check Group, Age 53 American Express Company, 2001-2002. Management Consultant, Reuters, 2000-2001. Managing Director - International Investments, Citibank Global, 1999-2000. Chairman and CEO, Citicorp Investment Services and Citigroup Insurance Group, U.S., 1998-1999 - -------------------------------- -------------------- ------------------------------------------- Stephen W. Roszell Board member since Senior Vice President - Institutional 50238 AXP Financial Center 2002, Vice Group of AEFC Minneapolis, MN 55474 President since Age 54 2002 - -------------------------------- -------------------- ------------------------------------------- ------------------------------- William F. Truscott Board member since Senior Vice President - Chief Investment 53600 AXP Financial Center 2001, Vice Officer of AEFC since 2001. Former Chief Minneapolis, MN 55474 President since Investment Officer and Managing Director, Age 42 2002 Zurich Scudder Investments - -------------------------------- -------------------- ------------------------------------------- ------------------------------- *** Interested person by reason of being an officer, director and/or employee of AEFC. - -------------------------------------------------------------------------------- 30 -- AXP U.S. GOVERNMENT MORTGAGE FUND -- 2003 ANNUAL REPORT The board has appointed officers who are responsible for day-to-day business decisions based on policies it has established. The officers serve at the pleasure of the board. In addition to Mr. Roszell, who is vice president, and Mr. Truscott, who is vice president, the Fund's other officers are: Other Officers Name, address, age Position held with Principal occupation during past five Other directorships Fund and length of years service - -------------------------------- -------------------- ------------------------------------------- ------------------------------- Jeffrey P. Fox Treasurer since Vice President - Investment Accounting, 50005 AXP Financial Center 2002 AEFC, since 2002; Vice President - Minneapolis, MN 55474 Finance, American Express Company, Age 48 2000-2002; Vice President - Corporate Controller, AEFC, 1996-2000 - -------------------------------- -------------------- ------------------------------------------- ------------------------------- Paula R. Meyer President since Senior Vice President and General Manager 596 AXP Financial Center 2002 - Mutual Funds, AEFC, since 2002; Vice Minneapolis, MN 55474 President and Managing Director - Age 49 American Express Funds, AEFC, 2000-2002; Vice President, AEFC, 1998-2000 - -------------------------------- -------------------- ------------------------------------------- ------------------------------- Leslie L. Ogg Vice President, President of Board Services Corporation 901 S. Marquette Ave. General Counsel, Minneapolis, MN 55402 and Secretary Age 64 since 1978 - -------------------------------- -------------------- ------------------------------------------- ------------------------------- The SAI has additional information about the Fund's directors and is available, without charge, upon request by calling (800) 862-7919. - -------------------------------------------------------------------------------- 31 -- AXP U.S. GOVERNMENT MORTGAGE FUND -- 2003 ANNUAL REPORT The policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities can be found in the Fund's Statement of Additional Information (SAI) which is available (i) without charge, upon request, by calling toll-free (800) 862-7919; (ii) on the American Express Company Web site at americanexpress.com; and (iii) on the Securities and Exchange Commission Web site at http://www.sec.gov. - -------------------------------------------------------------------------------- (logo) AMERICAN EXPRESS(R) - -------------------------------------------------------------------------------- American Express Funds 70100 AXP Financial Center Minneapolis, MN 55474 This report must be accompanied or preceded by the Fund's current prospectus. Distributed by American Express Financial Advisors Inc. Member NASD. American Express Company is separate from American Express Financial Advisors Inc. and is not a broker-dealer. Item 2. Code of Ethics. Not applicable pursuant to SEC Release No. IC-25914 (January 27, 2003). Item 3. Audit Committee Financial Expert. Not applicable pursuant to SEC Release No. IC-25914 (January 27, 2003). Item 4. Principal Accountant Fees and Services. Not applicable pursuant to SEC Release No. IC-25915 (January 28, 2003). Items 5-6. [Reserved] Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. Not applicable. Item 8. [Reserved] Item 9. Controls and Procedures. (a) The registrant's Principal Executive Officer and Principal Financial Officer have evaluated the registrant's disclosure controls and procedures within 90 days of this filing and have concluded that the registrant's disclosure controls and procedures by the registrant in this Form N-CSR was recorded, processed, summarized, and reported timely. (b) At the date of filing this Form N-CSR, the registrant's Principal Executive Officer and Principal Financial Officer are aware of no significant changes in the registrant's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Item 10. Exhibits. (a) Not applicable pursuant to SEC Release No. IC-25914 (January 27, 2003). (b) Separate certification for the Registrant's principal executive officer and principal financial officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 30a-2(a) under the Investment Company Act of 1940, are attached as EX.99.CERT. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) AXP Government Income Series, Inc. By /s/ Paula R. Meyer ------------------ Paula R. Meyer President and Principal Executive Officer Date July 31, 2003 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By /s/ Paula R. Meyer ------------------ Paula R. Meyer President and Principal Executive Officer Date July 31, 2003 By /s/ Jeffrey P. Fox ------------------ Jeffrey P. Fox Treasurer and Principal Financial Officer Date July 31, 2003