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 811-2591 ------------ AXP MONEY MARKET SERIES, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) 50606 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: 7/31 -------------- Date of reporting period: 7/31 -------------- AXP(R) Cash Management Fund Annual Report for the Period Ended July 31, 2004 AXP Cash Management Fund seeks to provide shareholders with maximum current income consistent with liquidity and stability of principal. (logo) (logo) American AMERICAN Express(R) EXPRESS Funds (R) Table of Contents Fund Snapshot 3 Questions & Answers with Portfolio Management 4 Investments in Securities 8 Financial Statements 12 Notes to Financial Statements 15 Report of Independent Registered Public Accounting Firm 22 Federal Income Tax Information 23 Fund Expenses Example 25 Board Members and Officers 27 Proxy Voting 29 - -------------------------------------------------------------------------------- 2 -- AXP CASH MANAGEMENT FUND -- 2004 ANNUAL REPORT Fund Snapshot AS OF JULY 31, 2004 PORTFOLIO MANAGER Portfolio manager Since Years in industry Jamie Jackson, CFA* 7/04 16 * The Fund is managed by a team of portfolio managers led by Jamie Jackson. The Fund was managed by Jerri Cohen, former team leader, for most of the fiscal year. FUND OBJECTIVE For investors seeking maximum current income consistent with liquidity and conservation of capital. Inception dates A: 10/6/75 B: 3/20/95 C: 6/26/00 Y: 3/20/95 Ticker symbols A: IDSXX B: ACBXX C: -- Y: IDYXX Total net assets $4.076 billion Number of holdings 156 Weighted average maturity 40 days 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) Commercial paper 75.3% Certificates of deposit 21.7% Bank notes 3.0% An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund. Fund holdings are subject to change. - -------------------------------------------------------------------------------- 3 -- AXP CASH MANAGEMENT FUND -- 2004 ANNUAL REPORT Questions & Answers WITH PORTFOLIO MANAGEMENT Below, portfolio manager Jamie Jackson discusses AXP Cash Management Fund's results and positioning for the fiscal year ended July 31, 2004. Mr. Jackson assumed Fund management responsibilities on July 22, 2004. Q: How did AXP Cash Management Fund perform for the 12 months ended July 31, 2004? A: AXP Cash Management Fund's Class A shares returned 0.35% for the fiscal year. The annualized simple yield was 0.46% and the annualized compound yield was 0.46% for the seven-day period ended July 31, 2004.* Q: What factors significantly affected the Fund's performance? A: Solid economic data and subtle shifts in statements from the Federal Reserve Board (the Fed), which caused a steepening in the short-term yield curve, were the predominant factors affecting the Fund's annual results. As the Fund's fiscal year began in August 2003, the Fed stated that it believed its accommodative policy could be maintained for a considerable period. As a result, the short-term yield curve remained relatively flat through much of the first half of the fiscal year, and most investors believed there would be no official increase in interest rates until well into 2004. The Fed's accommodative monetary policy, along with federal tax cuts, successfully reinvigorated the economy during the second half of 2003. On Jan. 28, 2004, the Fed substituted the word patient for considerable period. On May 4, 2004, the Fed indicated it believed its policy accommodation could be (bar chart) FUND PERFORMANCE For the year ended July 31, 2004 1.0% 0.8% 0.6% 0.4% (bar 1) +0.35% 0.2% 0.0% (bar 1) AXP Cash Management Fund Class A Past performance is no guarantee of future results. The performance of Class B, Class C and Class Y may vary from that shown above because of differences in expenses. * Past performance does not guarantee future results. The Fund is neither insured nor guaranteed by the FDIC (Federal Deposit Insurance Corporation) or any other government agency. Yields will fluctuate. Although the Fund seeks to preserve the value of your investment at $1 per share, it is possible to lose money by investing in the Fund. The seven-day current yield more closely reflects the current earnings of the Fund than the total return. - -------------------------------------------------------------------------------- 4 -- AXP CASH MANAGEMENT FUND -- 2004 ANNUAL REPORT Questions & Answers (begin callout quote)> We believe the Fund is strategically positioned to navigate the anticipated higher interest rate environment.(end callout quote) removed at "a pace that is likely to be measured." This change served to remind investors that short-term interest rates would rise eventually. Indeed, in April 2004, the markets were already pricing in the probability of an interest rate hike by the Fed some time this summer. AVERAGE ANNUAL TOTAL RETURNS Class A Class B Class C Class Y (Inception dates) (10/6/75) (3/20/95) (6/26/00) (3/20/95) NAV(1) NAV(2) After CDSC(3) NAV(2) After CDSC(4) NAV(1) as of July 31, 2004 1 year +0.35% +0.06% -3.94% +0.06% +0.06% +0.48% 3 years +1.00% +0.46% -0.54% +0.46% +0.46% +1.08% 5 years +2.76% +2.12% +1.93% N/A N/A +2.81% 10 years +3.91% N/A N/A N/A N/A N/A Since inception +6.40% +3.18% +3.18% +1.62% +1.62% +3.91% as of June 30, 2004 1 year +0.34% +0.06% -3.94% +0.06% +0.06% +0.47% 3 years +1.09% +0.54% -0.46% +0.54% +0.54% +1.16% 5 years +2.82% +2.18% +2.00% N/A N/A +2.87% 10 years +3.93% N/A N/A N/A N/A N/A Since inception +6.42% +3.21% +3.21% +1.66% +1.66% +3.94% The performance information shown represents the past performance and is not a guarantee of future results. The investment return and principal value of your investment will fluctuate so that your shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance information shown. You may obtain performance information current to the most recent month-end by calling (888) 723-8476 or visiting www.americanexpress.com/funds. You should consider the investment objectives, risks, and charges and expenses of the Fund carefully before investing. (1) Sales charge is not applicable to these shares. Class Y shares available to institutional investors only. (2) Excluding sales charge. (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 -- AXP CASH MANAGEMENT FUND -- 2004 ANNUAL REPORT Questions & Answers During these same spring months, indicators started appearing that the U.S. economy was continuing to expand, the idea of a jobless recovery dissipated, and the market became concerned about an uptick in inflation. As a result, the money market yield curve began to steepen. Finally, after much anticipation, the Fed raised the targeted federal funds rate on June 30, 2004 by a quarter-percentage point, to 1.25%, stating that its monetary policy remained accommodative, even after this action. The interest rate environment was rather benign in July, as investors awaited another quarter percentage point increase by the Fed at its August 10 meeting. Q: What changes did you make to the Fund during the period? A: As always, we attempt to maximize the Fund's yield without taking unnecessary risks. During the first half of the fiscal year, it appeared that interest rates were likely to stay low for a considerable period of time. Thus, we tried to selectively extend the maturity of the Fund when the yield curve provided attractive opportunities. In October and November, when the yield curve steepened slightly, we extended the average maturity to lock in some higher rates. When the yield curve flattened again, we moved back to a neutral duration. Indeed, during most of the second half of the fiscal year, we gradually reduced the Fund's average maturity by purchasing shorter maturities and by shifting from fixed rate securities to variable rate securities. Since variable rate securities reset to higher or lower interest rates as market rates rise or fall, we believe these securities offer good value in a rising interest rate environment. - -------------------------------------------------------------------------------- 6 -- AXP CASH MANAGEMENT FUND -- 2004 ANNUAL REPORT Questions & Answers After strong payroll numbers were released in April, indicating that more than 300,000 new jobs had been added to the economy in March, sentiment grew that a change in the Fed's monetary policy may come sooner rather than later. Thus, we shortened the Fund's average maturity further. At the end of the fiscal year, the Fund had a shorter average maturity and a higher position in variable rate securities than it did at the start of the annual period. All of the Fund's investments continued to be in high- quality securities with minimal credit risk. With these adjustments, we believe the Fund is strategically positioned to navigate the anticipated higher interest rate environment. Q: How do you intend to manage the Fund in the coming months? A: We believe money market interest rates will continue to move higher in the months ahead, as the U.S. economy continues to expand. We believe modestly rising inflation, estimated to reach an annualized rate of about 2.3% by the end of 2004, may prompt the Federal Reserve Board to move the targeted federal funds rate from its current 1.25% to approximately 2.00% by the end of 2004 in a series of gradual increases. As a result, the money market yield curve may steepen further, as anticipated rate hikes get priced in. We will continue to closely monitor economic data, Fed policy, and any shifts in the money market yield curve, striving to strategically adjust our portfolio positioning accordingly. - -------------------------------------------------------------------------------- 7 -- AXP CASH MANAGEMENT FUND -- 2004 ANNUAL REPORT Investments in Securities AXP Cash Management Fund July 31, 2004 (Percentages represent value of investments compared to net assets) Bank notes (3.0%) Issuer Effective Amount Value(a) yield payable at maturity La Salle Bank 09-16-04 1.15% $35,100,000 $35,100,000 10-13-04 1.15 42,500,000 42,500,000 Natl City Bank of Indiana 01-10-05 1.32 43,000,000(c) 42,998,078 Total bank notes (Cost: $120,598,078) $120,598,078 Certificates of deposit (21.6%) Issuer Effective Amount Value(a) yield payable at maturity AmSouth Bank 05-06-05 1.30% $33,000,000(c) $32,994,885 Bayerische Landesbank Girozentrale 10-22-04 1.53 23,000,000 22,983,159 Bayerische Landesbank Girozentrale NY Yankee 08-26-04 1.12 50,000,000 50,000,000 BNP Paribas NY Yankee 09-04-04 1.39 27,000,000 27,000,000 11-16-04 1.43 42,000,000 42,000,000 11-19-04 1.49 42,000,000 41,998,089 Calyon NY Yankee 10-19-04 1.54 25,000,000 25,000,000 Canadian Imperial Bank of Commerce Yankee 05-31-05 1.41 42,000,000(c) 41,990,490 Credit Agricole Indosuez NY Yankee 08-23-04 1.12 18,000,000 18,000,000 09-13-04 1.13 34,700,000 34,700,000 10-29-04 1.17 37,700,000 37,700,000 Credit Suisse First Boston NY 09-14-04 1.42 24,000,000 24,000,000 Deutsche Bank NY Yankee 11-02-04 1.24 28,500,000 28,500,000 Fortis Bank NY Yankee 09-16-04 1.15 34,600,000 34,600,000 HBOS Treasury Services 10-26-04 1.58 40,000,000 40,000,000 HBOS Treasury Services NY Yankee 08-05-04 1.10 34,000,000 34,000,000 Landesbank Baden-Wuerttemberg Girozentrale NY Yankee 08-20-04 1.19 33,000,000 33,000,091 Natexis Banques Populair NY Yankee 09-03-04 1.10 28,000,000 28,000,000 09-17-04 1.11 43,000,000 43,000,000 10-18-04 1.20 38,000,000 38,000,000 Standard Chartered NY Yankee 10-15-04 1.54 33,000,000 33,000,000 Toronto Dominion NY Yankee 09-15-04 1.43 33,600,000 33,600,000 Wells Fargo Bank 08-11-04 1.30 34,100,000 34,100,000 08-13-04 1.31 24,000,000 24,000,000 Westdeutsche Landesbank Girozentrale 09-15-04 1.16 35,000,000 35,000,000 Westdeutsche Landesbank NY Yankee 08-02-04 1.14 21,500,000 21,500,000 09-23-04 1.38 21,000,000(c) 20,999,376 Total certificates of deposit (Cost: $879,666,090) $879,666,090 Commercial paper (75.1%) Issuer Effective Amount Value(a) yield payable at maturity Asset-backed (46.4%) Alpine Securitization 08-04-04 0.95% $19,800,000(b) $19,797,382 08-23-04 1.25 4,000,000(b) 3,996,678 Amsterdam Funding 08-10-04 1.20 30,000,000(b) 29,989,000 09-14-04 1.40 42,400,000 42,324,210 09-21-04 1.44 31,100,000 31,034,414 See accompanying notes to investments in securities. - -------------------------------------------------------------------------------- 8 -- AXP CASH MANAGEMENT FUND -- 2004 ANNUAL REPORT Commercial paper (continued) Issuer Effective Amount Value(a) yield payable at maturity Asset-backed (cont.) Beta Finance 08-16-04 1.17% $ 8,000,000(b) $ 7,995,591 09-03-04 1.41 14,700,000(b) 14,679,869 09-08-04 1.43 28,000,000 27,955,713 09-20-04 1.42 15,000,000 14,969,400 CAFCO LLC 09-09-04 1.39 29,000,000 28,954,244 CC (USA)/Centari 08-03-04 0.84 52,400,000(b) 52,395,108 08-12-04 1.09 13,000,000(b) 12,994,887 08-31-04 1.07 10,000,000(b) 9,990,528 10-12-04 1.51 30,000,000 29,906,925 CHARTA LLC 08-02-04 0.81 42,000,000(b) 41,997,177 08-09-04 1.12 26,600,000(b) 26,591,754 09-24-04 1.48 28,500,000 28,434,688 CIESCO LLC 08-25-04 1.32 8,200,000 8,192,199 CRC Funding LLC 08-04-04 0.94 30,900,000(b) 30,895,949 08-06-04 1.11 24,500,000(b) 24,494,692 08-09-04 1.16 16,400,000 16,394,711 CXC LLP 08-06-04 1.00 23,700,000(b) 23,695,379 08-19-04 1.25 7,500,000 7,494,775 09-09-04 1.43 23,900,000 23,861,229 11-15-04 1.47 18,000,000(b) 17,920,820 Dorado Finance 08-13-04 1.09 9,500,000(b) 9,495,986 08-16-04 1.18 15,000,000(b) 14,991,667 09-10-04 1.37 30,000,000(b) 29,952,167 09-13-04 1.40 24,400,000 24,357,354 Edison Asset Securitization 08-10-04 1.06 48,700,000(b) 48,684,172 09-08-04 1.09 10,600,000(b) 10,587,139 10-01-04 1.12 18,000,000(b) 17,964,660 Fairway Finance 08-18-04 1.28 5,900,000 5,896,018 08-24-04 1.37 20,000,000 19,980,933 08-27-04 1.35 22,000,000 21,976,983 09-24-04 1.44 35,000,000 34,921,701 09-27-04 1.47 16,277,000 16,237,926 Falcon Asset Securitization 08-05-04 1.08 17,700,000 17,696,804 FCAR Owner Trust I 08-16-04 1.05 31,600,000 31,584,270 08-19-04 1.09 17,000,000 16,989,682 09-16-04 1.43 21,900,000 21,858,256 10-05-04 1.51 10,000,000 9,971,950 Galaxy Funding 08-11-04 1.06 45,600,000(b) 45,583,836 08-13-04 1.08 16,700,000(b) 16,693,005 09-02-04 1.41 23,500,000 23,468,765 10-15-04 1.53 28,000,000 27,908,378 10-19-04 1.54 10,000,000 9,965,556 Grampian Funding LLC 08-18-04 1.00 26,000,000(b) 25,986,220 08-30-04 1.04 32,300,000(b) 32,271,199 09-22-04 1.07 13,600,000(b) 13,578,176 09-27-04 1.07 9,600,000(b) 9,583,141 10-05-04 1.18 25,000,000(b) 24,945,000 Greyhawk Funding LLC 09-20-04 1.52 20,000,000(b) 19,956,083 09-22-04 1.45 30,000,000 29,935,075 10-20-04 1.54 22,000,000 21,923,275 Jupiter Securitization 08-03-04 1.00 14,300,000 14,298,415 08-17-04 1.27 21,000,000 20,986,712 K2 (USA) LLC 08-02-04 0.83 6,000,000(b) 5,999,583 08-09-04 0.98 27,200,000(b) 27,192,588 09-28-04 1.47 8,300,000 8,279,732 10-04-04 1.25 35,500,000(b) 35,418,705 10-15-04 1.54 10,000,000 9,967,067 Kitty Hawk Funding 08-12-04 1.20 21,400,000 21,390,727 08-18-04 1.28 21,000,000 20,985,825 08-23-04 1.32 30,000,000 29,973,550 Old Line Funding 09-01-04 1.36 10,000,000 9,987,556 09-07-04 1.41 22,900,000 22,865,192 Park Avenue Receivables 08-06-04 1.04 22,800,000(b) 22,795,402 09-17-04 1.41 21,000,000 20,959,680 09-20-04 1.42 20,800,000 20,757,568 Preferred Receivables Funding 08-24-04 1.35 4,900,000 4,895,427 Receivables Capital 08-23-04 1.31 4,500,000 4,496,061 10-15-04 1.52 17,000,000 16,944,731 See accompanying notes to investments in securities. - -------------------------------------------------------------------------------- 9 -- AXP CASH MANAGEMENT FUND -- 2004 ANNUAL REPORT Commercial paper (continued) Issuer Effective Amount Value(a) yield payable at maturity Asset-backed (cont.) Scaldis Capital LLC 08-12-04 1.08% $ 8,000,000(b) $ 7,996,880 08-26-04 1.03 18,896,000(b) 18,881,398 10-26-04 1.60 21,000,000 20,918,293 Sheffield Receivables 08-16-04 1.16 7,000,000(b) 6,996,173 09-02-04 1.25 14,700,000(b) 14,682,617 Sigma Finance 06-10-05 1.41 85,000,000(c) 85,059,108 White Pine Finance LLC 08-25-04 1.26 30,000,000(b,c) 29,999,479 09-15-04 1.33 16,700,000(b,c) 16,699,361 10-27-04 1.61 8,064,000 8,032,067 10-28-04 1.61 11,554,000 11,507,726 12-15-04 1.34 15,000,000(b,c) 14,998,865 Windmill Funding 08-31-04 1.35 33,000,000 32,960,501 09-01-04 1.35 28,000,000 27,965,404 09-23-04 1.46 17,500,000 17,461,150 10-05-04 1.49 15,000,000 14,958,475 10-06-04 1.50 10,000,000 9,971,711 Total 1,889,186,428 Banks and savings & loans (20.0%) Abbey National North America LLC 08-30-04 1.35 27,000,000 26,968,725 09-28-04 1.48 30,000,000 29,926,250 09-29-04 1.50 29,100,000 29,026,280 Bank of Ireland 08-02-04 0.78 17,900,000(b) 17,898,837 08-20-04 1.08 38,000,000(b) 37,976,144 09-08-04 1.20 17,000,000(b) 16,977,347 09-14-04 1.39 23,000,000 22,959,175 Barclays U.S. Funding 09-20-04 1.42 31,000,000 30,936,760 Danske 09-30-04 1.11 30,000,000 29,942,558 DEPFA Bank 08-18-04 1.27 10,000,000(b) 9,993,300 10-04-04 1.49 41,600,000 41,486,582 10-07-04 1.49 20,000,000 19,942,956 06-15-05 1.27 50,000,000(b,c) 49,997,946 Deutsche Bank Financial LLC 08-24-04 1.08 34,000,000 33,974,613 Dexia Delaware LLC 10-04-04 1.51 10,000,000 9,972,375 HBOS Treasury Services 09-21-04 1.09 18,000,000 17,971,140 ING (US) Funding LLC 08-12-04 1.01 12,000,000 11,995,640 09-02-04 1.25 27,500,000 27,467,481 10-08-04 1.50 29,200,000 29,114,931 Northern Rock 08-27-04 1.21 42,500,000(b) 42,460,156 07-08-05 1.42 59,300,000(c) 59,300,001 Societe Generale North America 09-17-04 1.39 31,000,000 30,941,513 Spintab 08-12-04 1.02 25,000,000 24,990,750 Svenska Handelsbaken 08-03-04 0.90 5,368,000 5,367,463 Swedbank 11-22-04 1.18 35,000,000 34,868,108 UBS Finance (Delaware) LLC 09-07-04 1.27 1,900,000 1,897,393 Westpac Banking 07-11-05 1.41 59,300,000(c) 59,300,001 Westpac Capital 08-17-04 1.00 19,400,000 19,390,289 10-01-04 1.13 43,400,000 43,314,044 Total 816,358,758 See accompanying notes to investments in securities. - -------------------------------------------------------------------------------- 10 -- AXP CASH MANAGEMENT FUND -- 2004 ANNUAL REPORT Commercial paper (continued) Issuer Effective Amount Value(a) yield payable at maturity Broker dealers (5.3%) Goldman Sachs Group 01-18-05 1.39% $42,500,000(b,c) $42,500,000 Lehman Brothers Holdings 05-16-05 1.38 42,500,000(c) 42,500,000 08-22-05 1.50 42,000,000(c) 42,000,000 Merrill Lynch 02-23-05 1.32 60,000,000(c) 60,000,000 Morgan Stanley 08-25-04 1.33 28,300,000 28,272,879 Total 215,272,879 Finance companies (1.4%) Household Finance 10-06-04 1.49 56,900,000 56,740,095 Financial services (2.0%) American Honda Finance 05-06-05 1.13 55,000,000(b,c) 55,000,000 General Electric Capital 09-03-04 1.24 12,100,000 12,085,372 09-20-04 1.46 14,800,000 14,768,760 Total 81,854,132 Total commercial paper (Cost: $3,059,412,292) $3,059,412,292 Total investments in securities (Cost: $4,059,676,460)(d) $4,059,676,460 Notes to investments in securities (a) Securities are valued by procedures described in Note 1 to the financial statements. (b) 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. As of July 31, 2004, the value of these securities amounted to $1,112,172,046 or 27.3% of net assets. (c) Interest rate varies either based on a predetermined schedule or to reflect current market conditions; rate shown is the effective rate on July 31, 2004. (d) Also represents the cost of securities for federal income tax purposes at July 31, 2004. How to find information about the Fund's portfolio holdings (i) The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (Commission) for the first and third quarters of each fiscal year on Form N-Q; (ii) The Fund's Forms N-Q are available on the Commission's website at http://www.sec.gov; (iii) The Fund's Forms N-Q may be reviewed and copied at the Commission's Public Reference Room in Washington, DC (information on the operations of the Public Reference Room may be obtained by calling 1-800-SEC-0330); and (iv) The Fund's complete schedule of portfolio holdings, as disclosed in its annual and semiannual shareholder reports and in its filings on Form N-Q, can be found at www.americanexpress.com/funds. - -------------------------------------------------------------------------------- 11 -- AXP CASH MANAGEMENT FUND -- 2004 ANNUAL REPORT Financial Statements Statement of assets and liabilities AXP Cash Management Fund July 31, 2004 Assets Investments in securities, at value (Note 1) (identified cost $4,059,676,460) $4,059,676,460 Cash in bank on demand deposit 12,679,546 Capital shares receivable 193,665 Accrued interest receivable 4,184,942 --------- Total assets 4,076,734,613 ------------- Liabilities Dividends payable to shareholders 103,073 Capital shares payable 289,138 Accrued investment management services fee 35,378 Accrued distribution fee 13,823 Accrued transfer agency fee 15,532 Accrued administrative services fee 2,694 Other accrued expenses 365,979 ------- Total liabilities 825,617 ------- Net assets applicable to outstanding capital stock $4,075,908,996 ============== Represented by Capital stock -- $.01 par value (Note 1) $ 40,759,751 Additional paid-in capital 4,035,148,678 Accumulated net realized gain (loss) 567 --- Total -- representing net assets applicable to outstanding capital stock $4,075,908,996 ============== Net assets applicable to outstanding shares: Class A $3,680,034,168 Class B $ 179,662,934 Class C $ 3,463,379 Class I $ 3,855,589 Class Y $ 208,892,926 Net asset value per share of outstanding capital stock: Class A shares 3,679,836,403 $ 1.00 Class B shares 179,844,168 $ 1.00 Class C shares 3,463,583 $ 1.00 Class I shares 3,855,614 $ 1.00 Class Y shares 208,975,333 $ 1.00 ----------- -------------- See accompanying notes to financial statements. - -------------------------------------------------------------------------------- 12 -- AXP CASH MANAGEMENT FUND -- 2004 ANNUAL REPORT Statement of operations AXP Cash Management Fund Year ended July 31, 2004 Investment income Income: Interest $50,918,032 ----------- Expenses (Note 2): Investment management services fee 14,155,568 Distribution fee Class A 4,057,483 Class B 1,720,400 Class C 24,969 Transfer agency fee 11,085,816 Incremental transfer agency fee Class A 978,880 Class B 57,733 Class C 785 Administrative services fees and expenses 1,171,667 Compensation of board members 31,596 Custodian fees 563,200 Printing and postage 2,115,775 Registration fees 460,545 Audit fees 36,500 Other 74,898 ------ Total expenses 36,535,815 Expenses waived/reimbursed by AEFC (Note 2) (830,974) -------- 35,704,841 Earnings credits on cash balances (Note 2) (207,888) -------- Total net expenses 35,496,953 ---------- Investment income (loss) -- net 15,421,079 ---------- Realized and unrealized gain (loss) -- net Net realized gain (loss) on security transactions (Note 3) 568 --- Net increase (decrease) in net assets resulting from operations $15,421,647 =========== See accompanying notes to financial statements. - -------------------------------------------------------------------------------- 13 -- AXP CASH MANAGEMENT FUND -- 2004 ANNUAL REPORT Statements of changes in net assets AXP Cash Management Fund Year ended July 31, 2004 2003 Operations and distributions Investment income (loss) -- net $ 15,421,079 $ 43,432,989 Net realized gain (loss) on investments 568 -- ---------- ---------- Net increase (decrease) in net assets resulting from operations 15,421,647 43,432,989 ---------- ---------- Distributions to shareholders from: Net investment income Class A (14,160,516) (40,755,461) Class B (125,090) (747,377) Class C (1,867) (9,174) Class I (6,853) -- Class Y (1,129,354) (1,920,977) ---------- ---------- Total distributions (15,423,680) (43,432,989) ----------- ----------- Capital share transactions at constant $1 net asset value Proceeds from sales Class A shares (Note 2) 5,680,515,833 7,310,087,893 Class B shares 283,348,104 399,414,994 Class C shares 10,376,462 19,021,332 Class I shares 4,495,636 -- Class Y shares 155,083,714 263,665,221 Reinvestment of distributions at net asset value Class A shares 14,185,892 40,976,910 Class B shares 124,964 754,160 Class C shares 1,819 8,811 Class I shares 6,715 -- Class Y shares 1,129,058 1,907,585 Payments for redemptions Class A shares (6,663,553,410) (8,468,383,146) Class B shares (Note 2) (382,008,022) (501,593,543) Class C shares (Note 2) (11,347,919) (18,156,196) Class I shares (646,737) -- Class Y shares (209,572,966) (205,942,507) ------------ ------------ Increase (decrease) in net assets from capital share transactions (1,117,860,857) (1,158,238,486) -------------- -------------- Total increase (decrease) in net assets (1,117,862,890) (1,158,238,486) Net assets at beginning of year 5,193,771,886 6,352,010,372 ------------- ------------- Net assets at end of year $ 4,075,908,996 $ 5,193,771,886 =============== =============== Undistributed net investment income $ -- $ 2,601 --------------- --------------- See accompanying notes to financial statements. - -------------------------------------------------------------------------------- 14 -- AXP CASH MANAGEMENT FUND -- 2004 ANNUAL REPORT Notes to Financial Statements AXP Cash Management Fund 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Fund is a series of AXP Money Market Series, Inc. and is registered under the Investment Company Act of 1940 (as amended) (the 1940 Act) as a diversified, open-end management investment company. AXP Money Market 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 money market instruments. The Fund offers Class A, Class B, Class C and Class Y shares. o Class A shares have no 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. Effective March 4, 2004, the Fund offers an additional class of shares, Class I, exclusively to certain institutional investors. Class I shares have no sales charge and are made available through a separate prospectus supplement provided to investors eligible to purchase the shares. As of July 31, 2004, American Express Financial Corporation (AEFC) and the AXP Portfolio Builder Series funds owned 100% of Class I shares, which represents 0.09% of the Fund's net assets. All classes of shares have identical voting, dividend and liquidation rights. The distribution fee and incremental transfer agency 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 Pursuant to Rule 2a-7 of the 1940 Act, all securities are valued daily at amortized cost, which approximates market value, in order to maintain a constant net asset value of $1 per share. - -------------------------------------------------------------------------------- 15 -- AXP CASH MANAGEMENT FUND -- 2004 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 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. 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. The tax character of distributions paid for the years indicated is as follows: Year ended July 31, 2004 2003 Class A Distributions paid from: Ordinary income $14,160,516 $40,755,461 Long-term capital gain -- -- Class B Distributions paid from: Ordinary income 125,090 747,377 Long-term capital gain -- -- Class C Distributions paid from: Ordinary income 1,867 9,174 Long-term capital gain -- -- Class I* Distributions paid from: Ordinary income 6,853 N/A Long-term capital gain -- N/A Class Y Distributions paid from: Ordinary income 1,129,354 1,920,977 Long-term capital gain -- -- * Inception date was March 4, 2004. As of July 31, 2004, the components of distributable earnings on a tax basis are as follows: Undistributed ordinary income $103,640 Accumulated long-term gain (loss) $ -- Unrealized appreciation (depreciation) $ -- - -------------------------------------------------------------------------------- 16 -- AXP CASH MANAGEMENT FUND -- 2004 ANNUAL REPORT Dividends to shareholders Dividends from net investment income, declared daily and payable monthly, are reinvested in additional shares of the Fund at net asset value or payable in cash. Other Security transactions are accounted for on the date securities are purchased or sold. Interest income, including amortization of premium and discount, is recognized daily. 2. EXPENSES AND SALES CHARGES The Fund has agreements with 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 0.36% to 0.25% 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 0.03% to 0.02% 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 Deferred Compensation Plan (the Plan), non-interested board members may defer receipt of their compensation. Deferred amounts are treated as though equivalent dollar amounts had been invested in shares of the Fund or other American Express mutual funds. The Fund's liability for these amounts is adjusted for market value changes and remains in the Fund until distributed in accordance with the Plan. Under a separate Transfer Agency Agreement, American Express Client Service Corporation (AECSC) maintains shareholder accounts and records. The Fund pays AECSC an annual fee per shareholder account for this service as follows: o Class A $22.00 o Class B $23.00 o Class C $22.50 o Class Y $20.00 The incremental transfer agency fee is the amount charged to the specific classes for the additional expense above the fee for Class Y. Class I pays a transfer agency fee at an annual rate per shareholder account of $1. This amount is included in the transfer agency fee on the statement of operations. - -------------------------------------------------------------------------------- 17 -- AXP CASH MANAGEMENT FUND -- 2004 ANNUAL REPORT In addition, AECSC is entitled to charge an annual closed account fee of $5 per inactive account, charged on a pro rata basis from the date the account becomes inactive until the date the account is purged from the transfer agent system generally within one year. However, the closed account fee is currently not effective. 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 0.10% of the Fund's average daily net assets attributable to Class A shares, up to 0.85% for Class B shares and up to 0.75% for Class C shares. As of July 31, 2004, the Fund paid an annual rate of 0.75% of the Fund's average daily net assets attributable to Class B shares. Sales charges received by the Distributor for distributing Fund shares were $1,549,521 for Class B and $6,724 for Class C for the year ended July 31, 2004. AEFC and its affiliates may limit the expenses of one or more classes for the purpose of increasing its yield. This expense limitation policy may be revised or terminated at any time without notice. As of July 31, 2004, AEFC and its affiliates waived certain fees and expenses to 1.07% for Class B and 1.07% for Class C. During the year ended July 31, 2004, the Fund's custodian and transfer agency fees were reduced by $207,888 as a result of earnings credits from overnight cash balances. 3. SECURITIES TRANSACTIONS Cost of purchases and proceeds from sales of securities aggregated $17,406,799,461 and $18,557,270,202, respectively, for the year ended July 31, 2004. Realized gains and losses are determined on an identified cost basis. 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 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. The Fund had no borrowings outstanding during the year ended July 31, 2004. - -------------------------------------------------------------------------------- 18 -- AXP CASH MANAGEMENT FUND -- 2004 ANNUAL REPORT 5. 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 July 31, 2004 2003 2002 2001 2000 Net asset value, beginning of period $1.00 $1.00 $1.00 $1.00 $1.00 Income from investment operations: Net investment income (loss) -- .01 .02 .05 .05 Less distributions: Dividends from net investment income -- (.01) (.02) (.05) (.05) Net asset value, end of period $1.00 $1.00 $1.00 $1.00 $1.00 Ratios/supplemental data Net assets, end of period (in millions) $3,680 $4,649 $5,766 $6,149 $5,438 Ratio of expenses to average daily net assets(b) .78% .69% .59% .59% .58% Ratio of net investment income (loss) to average daily net assets .35% .78% 1.89% 5.18% 5.37% Total return(c) .35% .77% 1.93% 5.35% 5.55% (a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) Expense ratio is based on total expenses of the Fund before reduction of earnings credits on cash balances. (c) Total return does not reflect payment of a sales charge. Class B Per share income and capital changes(a) Fiscal period ended July 31, 2004 2003 2002 2001 2000 Net asset value, beginning of period $1.00 $1.00 $1.00 $1.00 $1.00 Income from investment operations: Net investment income (loss) -- -- .01 .05 .05 Less distributions: Dividends from net investment income -- -- (.01) (.05) (.05) Net asset value, end of period $1.00 $1.00 $1.00 $1.00 $1.00 Ratios/supplemental data Net assets, end of period (in millions) $180 $278 $380 $273 $232 Ratio of expenses to average daily net assets(b) 1.07%(c) 1.26%(c) 1.34% 1.34% 1.33% Ratio of net investment income (loss) to average daily net assets .05% .21% 1.13% 4.37% 4.64% Total return(d) .06% .20% 1.13% 4.57% 4.76% (a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) Expense ratio is based on total expenses of the Fund before reduction of earnings credits on cash balances. (c) AEFC waived/reimbursed the Fund for certain expenses. Had AEFC not done so, the annual ratios of expenses for Class B would have been 1.43% and 1.38% for the years ended July 31, 2004 and 2003, respectively. (d) Total return does not reflect payment of a sales charge. - -------------------------------------------------------------------------------- 19 -- AXP CASH MANAGEMENT FUND -- 2004 ANNUAL REPORT Class C Per share income and capital changes(a) Fiscal period ended July 31, 2004 2003 2002 2001 2000(b) Net asset value, beginning of period $1.00 $1.00 $1.00 $1.00 $1.00 Income from investment operations: Net investment income (loss) -- -- .01 .05 -- Less distributions: Dividends from net investment income -- -- (.01) (.05) -- Net asset value, end of period $1.00 $1.00 $1.00 $1.00 $1.00 Ratios/supplemental data Net assets, end of period (in millions) $3 $4 $4 $1 $-- Ratio of expenses to average daily net assets(c) 1.07%(e) 1.27%(e) 1.34% 1.34% 1.33%(d) Ratio of net investment income (loss) to average daily net assets .06% .21% .99% 3.88% 6.10%(d) Total return(f) .06% .20% 1.14% 4.68% .63%(g) (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) AEFC waived/reimbursed the Fund for certain expenses. Had AEFC not done so, the annual ratios of expenses for Class C would have been 1.43% and 1.38% for the years ended July 31, 2004 and 2003, respectively. (f) Total return does not reflect payment of a sales charge. (g) Not annualized. Class I Per share income and capital changes(a) Fiscal period ended July 31, 2004(b) Net asset value, beginning of period $1.00 Income from investment operations: Net investment income (loss) -- Less distributions: Dividends from net investment income -- Net asset value, end of period $1.00 Ratios/supplemental data Net assets, end of period (in millions) $4 Ratio of expenses to average daily net assets(c) .43%(d) Ratio of net investment income (loss) to average daily net assets .77%(d) Total return(e) .30%(f) (a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) Inception date was March 4, 2004. (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. - -------------------------------------------------------------------------------- 20 -- AXP CASH MANAGEMENT FUND -- 2004 ANNUAL REPORT Class Y Per share income and capital changes(a) Fiscal period ended July 31, 2004 2003 2002 2001 2000 Net asset value, beginning of period $1.00 $1.00 $1.00 $1.00 $1.00 Income from investment operations: Net investment income (loss) -- .01 .02 .05 .05 Less distributions: Dividends from net investment income -- (.01) (.02) (.05) (.05) Net asset value, end of period $1.00 $1.00 $1.00 $1.00 $1.00 Ratios/supplemental data Net assets, end of period (in millions) $209 $262 $203 $174 $142 Ratio of expenses to average daily net assets(b) .65% .62% .57% .57% .57% Ratio of net investment income (loss) to average daily net assets .47% .82% 1.86% 5.18% 5.42% Total return(c) .48% .85% 1.95% 5.37% 5.56% (a) For a share outstanding throughout the period. Rounded to the nearest cent. (b) Expense ratio is based on total expenses of the Fund before reduction of earnings credits on cash balances. (c) Total return does not reflect payment of a sales charge. - -------------------------------------------------------------------------------- 21 -- AXP CASH MANAGEMENT FUND -- 2004 ANNUAL REPORT Report of Independent Registered Public Accounting Firm THE BOARD AND SHAREHOLDERS AXP MONEY MARKET SERIES, INC. We have audited the accompanying statement of assets and liabilities, including the schedule of investments in securities, of AXP Cash Management Fund (a series of AXP Money Market Series, Inc.) as of July 31, 2004, 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 July 31, 2004, and the financial highlights for each of the years in the five-year period ended July 31, 2004. 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements 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 July 31, 2004, by correspondence with the custodian 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 Cash Management Fund as of July 31, 2004, 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 September 20, 2004 - -------------------------------------------------------------------------------- 22 -- AXP CASH MANAGEMENT FUND -- 2004 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 Cash Management Fund Fiscal year ended July 31, 2004 Class A Income distributions -- taxable as dividend income: Qualified Dividend Income for individuals 0.00% Dividends Received Deduction for corporations 0.00% Payable date Per share Aug. 22, 2003 $0.00025 Sept. 22, 2003 0.00026 Oct. 23, 2003 0.00033 Nov. 21, 2003 0.00028 Dec. 30, 2003 0.00039 Jan. 29, 2004 0.00030 Feb. 26, 2004 0.00027 March 30, 2004 0.00029 April 29, 2004 0.00026 May 27, 2004 0.00025 June 29, 2004 0.00033 July 29, 2004 0.00034 Total distributions $0.00355 Class B Income distributions -- taxable as dividend income: Qualified Dividend Income for individuals 0.00% Dividends Received Deduction for corporations 0.00% Payable date Per share Aug. 22, 2003 $0.00004 Sept. 22, 2003 0.00005 Oct. 23, 2003 0.00005 Nov. 21, 2003 0.00005 Dec. 30, 2003 0.00006 Jan. 29, 2004 0.00004 Feb. 26, 2004 0.00004 March 30, 2004 0.00005 April 29, 2004 0.00004 May 27, 2004 0.00004 June 29, 2004 0.00005 July 29, 2004 0.00005 Total distributions $0.00056 - -------------------------------------------------------------------------------- 23 -- AXP CASH MANAGEMENT FUND -- 2004 ANNUAL REPORT Class C Income distributions -- taxable as dividend income: Qualified Dividend Income for individuals 0.00% Dividends Received Deduction for corporations 0.00% Payable date Per share Aug. 22, 2003 $0.00005 Sept. 22, 2003 0.00004 Oct. 23, 2003 0.00005 Nov. 21, 2003 0.00004 Dec. 30, 2003 0.00005 Jan. 29, 2004 0.00004 Feb. 26, 2004 0.00007 March 30, 2004 0.00004 April 29, 2004 0.00004 May 27, 2004 0.00006 June 29, 2004 0.00005 July 29, 2004 0.00005 Total distributions $0.00058 Class I Income distributions -- taxable as dividend income: Qualified Dividend Income for individuals 0.00% Dividends Received Deduction for corporations 0.00% Payable date Per share March 30, 2004 0.00070 April 29, 2004 0.00057 May 27, 2004 0.00054 June 29, 2004 0.00068 July 29, 2004 0.00066 Total distributions $0.00315 Class Y Income distributions -- taxable as dividend income: Qualified Dividend Income for individuals 0.00% Dividends Received Deduction for corporations 0.00% Payable date Per share Aug. 22, 2003 $0.00035 Sept. 22, 2003 0.00036 Oct. 23, 2003 0.00044 Nov. 21, 2003 0.00038 Dec. 30, 2003 0.00052 Jan. 29, 2004 0.00040 Feb. 26, 2004 0.00037 March 30, 2004 0.00040 April 29, 2004 0.00036 May 27, 2004 0.00034 June 29, 2004 0.00044 July 29, 2004 0.00045 Total distributions $0.00481 - -------------------------------------------------------------------------------- 24 -- AXP CASH MANAGEMENT FUND -- 2004 ANNUAL REPORT Fund Expenses Example (UNAUDITED) As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads); and (2) ongoing costs, including management fees; distribution and service (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the six months ended July 31, 2004. Actual Expenses The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading titled "Expenses paid during the period" to estimate the expenses you paid on your account during this period. Hypothetical Example for Comparison Purposes The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. - -------------------------------------------------------------------------------- 25 -- AXP CASH MANAGEMENT FUND -- 2004 ANNUAL REPORT Beginning Ending Expenses paid account value account value during the period Feb. 1, 2004 July 31, 2004 Feb. 1, 2004-July 31, 2004 Class A Actual(e) $1,000 $1,001.70 $3.98(a) Hypothetical (5% return before expenses) $1,000 $1,020.89 $4.02(a) Class B Actual(e) $1,000 $1,000.30 $5.42(b), (g) Hypothetical (5% return before expenses) $1,000 $1,019.44 $5.47(b), (g) Class C Actual(e) $1,000 $1,000.30 $5.42(c), (g) Hypothetical (5% return before expenses) $1,000 $1,019.44 $5.47(c), (g) Class I(f) Actual N/A N/A N/A Hypothetical (5% return before expenses) N/A N/A N/A Class Y Actual(e) $1,000 $1,002.40 $3.34(d) Hypothetical (5% return before expenses) $1,000 $1,021.53 $3.37(d) (a) Expenses are equal to the Fund's Class A annualized expense ratio of 0.80%, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period). (b) Expenses are equal to the Fund's Class B annualized expense ratio of 1.09%, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period). (c) Expenses are equal to the Fund's Class C annualized expense ratio of 1.09%, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period). (d) Expenses are equal to the Fund's Class Y annualized expense ratio of 0.67%, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period). (e) Based on the actual return for the six months ended July 31, 2004: 0.17% for Class A, 0.03% for Class B, 0.03% for Class C and 0.24% for Class Y (f) The values and expenses paid are not presented because Class I does not have a full six months of history. The inception date for Class I was March 4, 2004. (g) From time to time, AEFC and its affiliates may limit the expenses of one or more classes for the purpose of increasing its yield. This expense limitation policy may be revised or terminated at any time without notice. For the six-month period ended July 31, 2004, AEFC and its affiliates waived certain fees and expenses for Class B and Class C. If this fee waiver had not been in place for the entire six-month period ended July 31, 2004, the actual expenses paid would have been: $7.71 for Class B and $7.21 for Class C; the hypothetical expenses paid would have been: $7.77 for Class B and $7.27 for Class C. - -------------------------------------------------------------------------------- 26 -- AXP CASH MANAGEMENT FUND -- 2004 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 14 Master Trust portfolios and 87 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 Fund Principal occupation during past Other directorships and length of service five years - -------------------------------------- ------------------------- ---------------------------------- --------------------------- Arne H. Carlson Board member since 1999 Chair, Board Services 901 S. Marquette Ave. Corporation (provides Minneapolis, MN 55402 administrative services to Age 69 boards). Former Governor of Minnesota - -------------------------------------- ------------------------- ---------------------------------- --------------------------- Philip J. Carroll, Jr. Board member since 2002 Retired Chairman and CEO, Fluor Scottish Power PLC, 901 S. Marquette Ave. Corporation (engineering and Vulcan Materials Company, Minneapolis, MN 55402 construction) since 1998 Inc. (construction Age 66 materials/chemicals) - -------------------------------------- ------------------------- ---------------------------------- --------------------------- Livio D. DeSimone Board member since 2001 Retired Chair of the Board and Cargill, Incorporated 0 Seventh Street East Chief Executive Officer, (commodity merchants and Suite 3050 Minnesota Mining and processors), General St. Paul, MN 55101-4901 Manufacturing (3M) Mills, Inc. (consumer Age 70 foods), Vulcan Materials Company (construction materials/chemicals), Milliken & Company (textiles and chemicals), and Nexia Biotechnologies, Inc. - -------------------------------------- ------------------------- ---------------------------------- --------------------------- Anne P. Jones Board member since 1985 Attorney and Consultant 901 S. Marquette Ave. Minneapolis, MN 55402 Age 69 - -------------------------------------- ------------------------- ---------------------------------- --------------------------- Stephen R. Lewis, Jr.* Board member since 2002 Retired President and Professor Valmont Industries, Inc. 901 S. Marquette Ave. of Economics, Carleton College (manufactures irrigation Minneapolis, MN 55402 systems) Age 65 - -------------------------------------- ------------------------- ---------------------------------- --------------------------- * Interested person of AXP Partners International Aggressive Growth Fund by reason of being a security holder of FleetBoston Financial Corporation, parent company of Columbia Wanger Asset Management, L.P., one of the fund's subadvisers. - -------------------------------------------------------------------------------- 27 -- AXP CASH MANAGEMENT FUND -- 2004 ANNUAL REPORT Independent Board Members (continued) Name, address, age Position held with Fund Principal occupation during past Other directorships and length of service five years - -------------------------------------- ------------------------- ---------------------------------- --------------------------- Alan K. Simpson Board member since 1997 Former three-term United States 1201 Sunshine Ave. Senator for Wyoming Cody, WY 82414 Age 72 - -------------------------------------- ------------------------- ---------------------------------- --------------------------- Alison Taunton-Rigby Board member since 2002 Founder and Chief Executive 901 S. Marquette Ave. Officer, RiboNovix, Inc. since Minneapolis, MN 55402 2004; President, Forester Age 60 Biotech since 2000; prior to that, President and CEO, Aquila Biopharmaceuticals, Inc. - -------------------------------------- ------------------------- ---------------------------------- --------------------------- Board Member Affiliated with AEFC** Name, address, age Position held with Fund Principal occupation during past Other directorships and length of service five years - -------------------------------------- ------------------------- ---------------------------------- --------------------------- William F. Truscott Board member since Senior Vice President - Chief 53600 AXP Financial Center 2001, Vice President Investment Officer of AEFC since Minneapolis, MN 55474 since 2002 2001. Former Chief Investment Age 43 Officer and Managing Director, Zurich Scudder Investments - -------------------------------------- ------------------------- ---------------------------------- --------------------------- ** Interested person by reason of being an officer, director and/or employee of AEFC. - -------------------------------------------------------------------------------- 28 -- AXP CASH MANAGEMENT FUND -- 2004 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. Truscott, who is vice president, the Fund's other officers are: Other Officers Name, address, age Position held with Fund Principal occupation during past Other directorships and length of service five years - -------------------------------------- ------------------------- ---------------------------------- --------------------------- Jeffrey P. Fox Treasurer since 2002 Vice President - Investment 50005 AXP Financial Center Accounting, AEFC, since 2002; Minneapolis, MN 55474 Vice President - Finance, Age 49 American Express Company, 2000-2002; Vice President - Corporate Controller, AEFC, 1996-2000 - -------------------------------------- ------------------------- ---------------------------------- --------------------------- Paula R. Meyer President since 2002 Senior Vice President and 596 AXP Financial Center General Manager - Mutual Funds, Minneapolis, MN 55474 AEFC, since 2002; Vice President Age 50 and Managing Director - American Express Funds, AEFC, 2000-2002; Vice President, AEFC, 1998-2000 - -------------------------------------- ------------------------- ---------------------------------- --------------------------- Leslie L. Ogg Vice President, General President of Board Services 901 S. Marquette Ave. Counsel, and Secretary Corporation Minneapolis, MN 55402 since 1978 Age 65 - -------------------------------------- ------------------------- ---------------------------------- --------------------------- The SAI has additional information about the Fund's directors and is available, without charge, upon request by calling (800) 862-7919. Proxy Voting The policy of the Board is to vote all proxies of the companies in which the Fund holds investments. The procedures are stated in the Statement of Additional Information (SAI). You may obtain a copy of the SAI without charge by calling (800) 862-7919; by looking at the Web site americanexpress.com/funds; or by searching the Web site of the Securities and Exchange Commission http://www.sec.gov. You may view the Fund's voting record for all portfolio companies whose shareholders meetings were completed the previous quarter on americanexpress.com/funds or obtain a copy by calling the Fund's administrator, Board Services Corporation, collect at (612) 330-9283. In addition, information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 will be available at http://www.sec.gov. - -------------------------------------------------------------------------------- 29 -- AXP CASH MANAGEMENT FUND -- 2004 ANNUAL REPORT (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. (a) The Registrant has adopted a code of ethics that applies to the Registrant's principal executive officer and principal financial officer. A copy of the code of ethics is filed as an exhibit to this form N-CSR. (b) During the period covered by this report, there were not any amendments to the provisions of the code of ethics adopted in 2(a) above. (c) During the period covered by this report, there were not any implicit or explicit waivers to the provisions of the code of ethics adopted in 2(a). Item 3. The Registrant's board of directors has determined that independent directors Livio D. DeSimone and Anne P. Jones, each qualify as audit committee financial experts. Item 4. Principal Accountant Fees and Services Fund - Related Fees* (a) Audit Fees. The fees paid for the years ended July 31, to KPMG LLP for professional services rendered for the audits of the annual financial statements for AXP Money Market Series, Inc. were as follows: 2004 - $37,027; 2003 - $31,439 (b) Audit - Related Fees. The fees paid for the years ended July 31, to KPMG LLP for additional professional services rendered in connection with the registrant's security count pursuant to Rule 17f-2 for AXP Money Market Series, Inc. were as follows: 2004 - $879; 2003 - $1,149 (c) Tax Fees. The fees paid for the years ended July 31, to KPMG LLP for tax compliance related services for AXP Money Market Series, Inc. were as follows: 2004 - $2,275; 2003 - $2,150 (d) All Other Fees. The fees paid for the years ended July 31, to KPMG LLP for additional professional services rendered in connection to proxy filing for AXP Money Market Series, Inc. were as follows: 2004 - None; 2003 - $76 (e) (1) Audit Committee Pre-Approval Policy. Pursuant to Sarbanes-Oxley pre-approval requirements, all services to be performed by KPMG LLP for the registrant and to the registrant's investment adviser and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant must be pre-approved by the audit committee. (e) (2) 100% of the services performed for items (b) through (d) above during 2004 and 2003 were pre-approved by the audit committee with the exception of the 2003 tax fees. (f) Not applicable. (g) Non-Audit Fees. The fees paid for the years ended July 31, by the registrant for non-audit services to KPMG LLP were as follows: 2004 - None; 2003 - None The fees paid for the years ended July 31, to KPMG LLP by the registrant's investment adviser, and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant were as follows: 2004 - $88,450; 2003 - $184,000 (h) For the fees disclosed in item (g) above, 100% and 97% of the fees for services performed during 2004 and 2003, respectively, were pre-approved by the audit committee. The exception was a 2003 tax research request by the adviser on defaulted securities for $5,000. The amounts not pre-approved are compatible with maintaining KPMG LLP's independence. * 2003 represents bills paid 8/1/02 - 7/31/03 2004 represents bills paid 8/1/03 - 7/31/04 Item 5. Audit Committee of Listed Registrants. Not applicable. Item 6. The complete schedule of investments is included in Item 1 of this Form N-CSR. Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. Not applicable. Item 8. Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. Not applicable. Item 9. Submission of matters to a vote of security holders. Not applicable. Item 10. Controls and Procedures. (a) Based upon their evaluation of the registrant's disclosure controls and procedures as conducted within 90 days of the filing date of this Form N-CSR, the registrant's Principal Financial Officer and Principal Executive Officer have concluded that those disclosure controls and procedures provide reasonable assurance that the material information required to be disclosed by the registrant on this report is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. (b) There were no changes in the registrant's internal controls over financial reporting that occurred during the registrant's last fiscal half-year (the registrant's second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. Item 11. Exhibits. (a)(1) Code of ethics as applies to the Registrant's principal executive officer and principal financial officer, as required to be disclosed under Item 2 of Form N-CSR, is attached as Ex. 99.CODE ETH. (a)(2) 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. (a)(3) Not applicable. (b) A certification by the Registrant's principal executive officer and principal financial officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Rule 30a-2(b) under the Investment Company Act of 1940, is attached as EX.99.906 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 Money Market Series, Inc. By /s/ Paula R. Meyer ------------------ Paula R. Meyer President and Principal Executive Officer Date October 1, 2004 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 October 1, 2004 By /s/ Jeffrey P. Fox ------------------ Jeffrey P. Fox Treasurer and Principal Financial Officer Date October 1, 2004