PAGE 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 POST-EFFECTIVE AMENDMENT NO. 5 TO REGISTRATION STATEMENT No. 33-50968 Under The Securities Act of 1933 IDS Life Insurance Company (Exact name of registrant as specified in charter) Minnesota (State or other jurisdiction of incorporation or organization) 63 (Primary Standard Industrial Classification Code Number) 41-0823832 (I.R.S. Employer Identification No.) IDS Tower 10, Minneapolis, MN 55440-0010 (612) 671-3131 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Bruce Kohn, Counsel IDS Life Insurance Company IDS Tower 10, Minneapolis, Minnesota 55440-0010 (612) 671-2221 (Name, address, including zip code, and telephone number, including area code, of agent for service) It is proposed that this filing become effective on April 30, 1996. If any of the Securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [X] PAGE 2 Calculation of Registration Fee Proposed Title of each class Amount Proposed maximum Amount of of securities to be to be maximum offering aggregate registration registered registered price per unit offering price fee Interests in a flexible N/A premium group market value annuity contract and individual market value annuity contracts for non-tax qualified purchases. PAGE 3 IDS LIFE ACCOUNT MGA GROUP AND INDIVIDUAL FLEXIBLE PREMIUM MARKET VALUE ANNUITY CONTRACTS ISSUED BY IDS LIFE INSURANCE COMPANY Cross-Reference Sheet Pursuant to Regulation S-K Item 501(b) Form S-1 Item Number and Caption Location in Prospectus 1. Forepart of the Registration Statement and Outside Front Cover Page of Prospectus.... Outside Front Cover 2. Inside Front and Outside Back Cover Pages of Prospectus .................... Table of Contents (inside front cover) 3. Summary Information, Risk Factors and Ratio of Earnings to Fixed Charges ....... Summary or, as to ratio of earnings to fixed charges, Not Applicable 4. Use of Proceeds .............................. Investments by IDS Life 5. Determination of Offering Price .............. Not Applicable 6. Dilution ..................................... Not Applicable 7. Selling Security Holders ..................... Not Applicable 8. Plan of Distribution ......................... Distribution of Contracts 9. Description of Securities to Be Registered ................................... Description of Contracts 10. Interests of Named Experts and Counsel ....... Not Applicable 11. Information with Respect to the Registrant ................................... The Company; Directors and Executive Officers of the Registrant; Executive Compensation; Security Ownership of Management; Legal Proceedings and Opinion; and Financial Statements 12. Disclosure of Commission Position on Indemnification for Securities Act Liabilities ............................. See Item 14 in Part II PAGE 4 PART I. INFORMATION REQUIRED IN PROSPECTUS Attached hereto and made a part hereof is the Prospectus. PAGE 5 IDS Life Flexible Payment Market Value Annuity Prospectus, April 30, 1996 This prospectus describes interests in a flexible premium group market value annuity contract and individual market value annuity contracts offered by IDS Life Insurance Company (IDS Life) to the general public for non-tax qualified purchases. With respect to the group contract, eligible individuals include members of the general public. Participation in a group contract will be accounted for separately by the issuance of a certificate showing the owner's interest under the group contract. Participation in an individual contract is shown by the issuance of an individual annuity contract. The certificate and the individual contract are both referred to as the "Contract." In addition, IDS Life may offer these Contracts to fund retirement programs that qualify under the following Sections of the Internal Revenue Code of 1986, as amended (the Code): (1) plans qualified under Section 401 (including 401(k)); (2) Tax-Sheltered Annuity (TSA) plans adopted by public school systems and certain tax-exempt organizations pursuant to Section 403(b); (3) individual retirement annuities (IRAs) and simplified employee pensions (SEP/IRAs) qualified under Section 408; and (4) deferred compensation plans eligible under Section 457. A minimum purchase payment of at least $5,000 must accompany the application for a Contract. Additional purchase payments of at least $2,000 are permitted under a Contract. The Contract accumulation value will be guaranteed by the general assets of IDS Life. IDS Life generally intends to invest funds received in relation to Contracts in a variety of debt instruments having price durations which tend to match the applicable guarantee periods under the Contract. IDS Life Account MGA Group and Individual Flexible Premium Market Value Annuity Contracts Sold by: IDS Life Insurance Company IDS Tower 10 Minneapolis, MN 55440-0010 Telephone: 800-422-3542 THESE SECURITIES MAY BE SUBJECT TO A SUBSTANTIAL SURRENDER CHARGE AND/OR MARKET VALUE ADJUSTMENT IF NOT HELD TO THE END OF A GUARANTEE PERIOD WHICH COULD RESULT IN RECEIPT OF LESS THAN THE ORIGINAL PURCHASE PAYMENT. GUARANTEED INTEREST RATES THAT APPLY TO FUTURE GUARANTEE PERIODS WILL BE DECLARED BY IDS LIFE BASED ON VARIOUS FACTORS. THESE INTEREST RATES MAY BE HIGHER OR LOWER THAN THE RATES PREVIOUSLY GUARANTEED. PAGE 6 THE MINIMUM GUARANTEED RATE IS 3 PERCENT. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. IDS LIFE INSURANCE COMPANY IS NOT A BANK AND THE SECURITIES IT OFFERS ARE NOT BACKED OR GUARANTEED BY ANY BANK, NOR ARE THEY INSURED BY THE FDIC. PAGE 7 Table of Contents Page Summary................................................... Glossary of Special Terms................................. Description of Contracts.................................. General................................................... Application and Purchase Payment.......................... Right to Cancel........................................... Guarantee Periods......................................... Surrenders, Free Withdrawals and Systematic Withdrawals... Surrender Charge.......................................... Transfers................................................. Market Value Adjustment................................... Premium Taxes............................................. Death Benefit Prior to Settlement......................... Death Benefit After Settlement............................ Statement................................................. Electing the Settlement Date and Annuity Payment Plan..... Investments by IDS Life................................... Amendment of Contracts.................................... Distribution of Contracts................................. Assignment of Contracts................................... Federal Tax Considerations................................ The Company............................................... Business.................................................. Selected Financial Data................................... Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations............. Reserves.................................................. Investments............................................... Competition............................................... Employees................................................. Properties................................................ State Regulation.......................................... Directors and Executive Officers.......................... Executive Compensation.................................... Security Ownership of Management.......................... Legal Proceedings and Opinion............................. Experts................................................... PAGE 8 Appendix A (Total Surrender Illustration)................. Appendix B (Market Value Adjustment Illustration)......... IDS Life Financial Information............................ PAGE 9 Summary IDS Life is offering group and individual flexible premium market value annuity Contracts to the general public for non-tax qualified and tax qualified purchases. IDS Life is a wholly owned subsidiary of American Express Financial Corporation, which itself is a wholly owned subsidiary of American Express Company. As described in this prospectus, each subaccount of the Contracts has a guaranteed rate of interest that is credited to the purchase payment when it is held to the end of the subaccount guarantee period. Surrenders or transfers before the end of a subaccount guarantee period are subject to a market value adjustment and a surrender charge (if applicable). Surrenders or transfers are available without market value adjustment on the last day of each subaccount guarantee period and during the first ten days of each new subaccount guarantee period. A free withdrawal amount is available under each subaccount. When an initial purchase payment is made under an application, or when additional purchase payments or transfers are made, the owner allocates the payment or transfer to one or more subaccounts then offered by IDS Life. A subaccount is established for each combination of guarantee period and guarantee rate to which the owner allocates a purchase payment or transfer. The purchase payment or transfer allocated to each subaccount earns interest at the applicable rate for that subaccount guarantee period as established by IDS Life. Since interest is credited on a daily basis, the interest credited also earns interest at the applicable rate established for the guarantee period. The guarantee rate established by IDS Life will always be at least 3 percent (See Guarantee Periods page ). When a subaccount guarantee period ends, a new guarantee period will begin. IDS Life will transfer the subaccount accumulation value without market value adjustment to a new subaccount. The new subaccount guarantee period will be for one year unless the owner elects a different period from those IDS Life then offers. The new guarantee period may never extend beyond the settlement date (See Guarantee Periods page ). Each Contract year, the owner may surrender or transfer free withdrawal amounts. These free withdrawal amounts are not subject to either a surrender charge or a market value adjustment. However, they are subject to federal income tax and may be subject to a federal penalty tax and, under certain tax qualified Contracts, to 20 percent income tax withholding. Free withdrawal amounts are calculated separately for each subaccount. From the time a subaccount is established by payment or transfer up to the next Contract anniversary, the free withdrawal amount is 10 percent of the subaccount payment or transfer. During each Contract year thereafter, the free withdrawal amount is 10 percent of the prior Contract anniversary subaccount accumulation value. The owner also may establish systematic withdrawals of amounts up to the free withdrawal amount. (See Surrenders, Free Withdrawals and Systematic Withdrawals page ). PAGE 10 Subject to certain restrictions, partial or total surrenders are permitted. IDS Life may defer payment of any surrender for a period up to six months from the date it receives notice of surrender, or for the period permitted by state law, if less. IDS Life will not defer a payment for a period greater than seven days except under extraordinary circumstances. IDS Life will pay annual interest of at least 3 percent of any amounts deferred for more than thirty days during such period if it chooses to exercise this deferral right (See Surrenders, Free Withdrawals and Systematic Withdrawals page ). Surrenders may be subject to a surrender charge. Surrender charges are calculated separately for each subaccount. The surrender charge depends on the number of Contract years a purchase payment to a subaccount has been in the Contract. For purchase payments that have been in the Contract for less than eight Contract years, a surrender charge, beginning at a maximum of 7 percent, will be assessed on a surrender. There are no surrender charges for payments that have been in the Contract for eight or more Contract years or if the surrender occurs on the last day of a subaccount guarantee period or during the first ten days of the new subaccount guarantee period. In addition, IDS Life will waive the surrender charge in certain instances (See Surrender Charge page ). The owner may transfer the accumulation value from an existing subaccount to a new subaccount at any time before the settlement date as long as a subaccount is established for at least one calendar year prior to the transfer. The minimum accumulation value the owner may transfer is $2,000 or the entire subaccount accumulation value, if less. For transfers before the end of a subaccount guarantee period, there will be a market value adjustment to the accumulation value in excess of the free withdrawal amount (See Transfers page ). A market value adjustment will be applied to a surrender or transfer that occurs before the end of a subaccount guarantee period. A market value adjustment is a positive or negative adjustment of the subaccount accumulation value. Therefore, the amount distributed from a subaccount on surrender or transfer may be more or less than the total purchase payments or transfers made to that subaccount (plus accrued interest). The market value adjustment reflects the relationship, at the time of surrender or transfer, between the subaccount guarantee rate and the interest rate IDS Life then is crediting on purchase payments or transfers made to new subaccounts with guarantee periods of the same duration as the time remaining in the subaccount guarantee period (See Market Value Adjustment page ). IDS Life reserves the right to deduct applicable premium taxes from the accumulation value of the Contract. State premium taxes range from 0 to 3.5 percent of the gross purchase payments (See Premium Taxes page ). The Contract provides for a guaranteed death benefit. In the event of the death of the annuitant or owner prior to the settlement date, IDS Life will pay to the owner or beneficiary the death PAGE 11 benefit in lieu of any other payment under the Contract. The amount of the death benefit will equal the accumulation value (See Death Benefit Prior to Settlement page ). On the settlement date specified by the owner, IDS Life will pay the owner a lump sum payment or start to pay a series of payments. A series of payments may be elected under certain annuity payment plans (See Electing the Settlement Date and Annuity Payment Plan page ). Glossary of Special Terms As used in this prospectus, the following terms have the indicated meanings: Accumulation Value - The value of the net purchase and transfer payments plus interest credited, adjusted for any surrenders. The Contract accumulation value is the sum of all subaccount accumulation values. Annuitant - The person on whose life monthly annuity payments depend. Contract Anniversary - The same day and month as the Contract date each year that the Contract remains in force. Contract Date - The date from which Contract anniversaries, Contract years and Contract months are determined. Free Withdrawal Amount - The amount of surrenders and transfers that may be made each Contract year without market value adjustment or surrender charge. Free withdrawal amounts are calculated separately for each subaccount. From the time a subaccount is established by payment or transfer to the next Contract anniversary, the free withdrawal amount is 10 percent of the subaccount payment or transfer. During each Contract year thereafter, the free withdrawal amount is 10 percent of the prior Contract anniversary subaccount accumulation value. Guarantee Period - The period for which IDS Life guarantees a particular declared effective annual interest rate. Guarantee Rate - The particular declared effective annual interest rate IDS Life guarantees for a guarantee period. Market Adjusted Value - The accumulation value in excess of the free withdrawal amount, adjusted by the market value adjustment formula, plus the free withdrawal amount. The adjustment is for interest rate changes since a subaccount begins. The adjustment is calculated separately for each subaccount. The Contract market adjusted value is the sum of all subaccount market adjusted values. Market Value Adjustment - The difference between the market adjusted value and the accumulation value. It is positive if the market adjusted value is greater than the accumulation value. It is negative if the accumulation value is greater than the market adjusted value. PAGE 12 Owner - The person or entity to whom the Contract is issued. The owner may be someone other than the annuitant. Settlement - The application of the accumulation value of the Contract to provide annuity payments. Settlement Date - The date on which annuity payments are to begin. Subaccount - An account IDS Life establishes for each combination of guarantee period and guarantee rate to which the owner allocates a purchase or transfer payment. Each subaccount is distinguished by the guarantee period and the date the guarantee period begins. Surrender Value - The accumulation value plus any applicable market value adjustment, less any applicable surrender charge. Written Request - A request in writing signed by the owner and delivered to IDS Life at its Home Office. Description of Contracts General This prospectus describes interests in a flexible premium group market value annuity and individual market value annuity Contracts offered by IDS Life to the general public for non-tax qualified purchases. In addition, IDS Life may offer the Contracts in the following tax qualified programs: (1) Section 401(a) (including 401(k)) plans; (2) TSA plans; (3) IRAs and IRA/SEPs; and (4) deferred compensation plans eligible under Section 457. As described in this prospectus, each subaccount of the Contracts has a guaranteed interest rate that is credited to a purchase payment when it is held to the end of the subaccount guarantee period. Surrenders or transfers before the end of a subaccount guarantee period are subject to a market value adjustment and a surrender charge (if applicable). Subject to insurance department approval of the Contract, IDS Life will be offering this Contract in the District of Columbia and all states except New York. Application and Purchase Payment To apply for a Contract, the owner must complete an application and make a minimum purchase payment of $5,000. Additional purchase payments of at least $2,000 are permitted under a Contract. These additional purchase payments may be made until the date the Contract terminates or the date on which annuity payments begin, whichever is earlier. The maximum total purchase payments in the first and later Contract years is $500,000. IDS Life reserves the right to change this maximum. If the owner purchases the Contract to fund a tax qualified plan, that plan's limit on contributions also will apply. PAGE 13 IDS Life will return an improperly completed application, along with the corresponding purchase payment, five days after its receipt if the application has not, by that time, been properly completed. A payment is credited to a Contract on the date IDS Life receives a properly completed application along with the purchase payment. Interest is earned the next day. IDS Life then issues a Contract and confirms the purchase payment in writing. When an initial purchase payment is made under an application, or when additional purchase payments or transfers are made, the owner allocates the payment to one or more subaccounts then offered by IDS Life. The minimum amount the owner may allocate to a subaccount is $2,000 or, in the case of a transfer, the entire subaccount accumulation value if less than $2,000. The owner has a subaccount for each guarantee period to which an initial purchase payment is allocated. The owner also has a subaccount for each guarantee period to which an additional purchase payment is allocated or to which a transfer of all or a portion of an existing subaccount is made. Each subaccount is distinguished by the guarantee period and the date the guarantee period begins. Right to Cancel The owner has the right to cancel the Contract within 10 days after receipt of the Contract and receive a refund of the entire purchase payment. For cancellation to be effective, mailing or delivery of notice of cancellation must be made in writing to IDS Life's Home Office at IDS Tower 10, Minneapolis, Minnesota 55440-0010. Guarantee Periods The owner selects guarantee periods from among those offered by IDS Life. As of the date of this prospectus, IDS Life is offering guarantee periods with annual durations from one to 10 years; however, the guarantee periods IDS Life offers in the future could be different. The guarantee period selected will determine the guarantee rate. The purchase payment (less surrenders made and less applicable premium taxes, if any) or any transfer will earn interest at this guarantee rate during the entire guarantee period. All interest earned will be credited daily; this compounding effect is reflected in the guarantee rate. Below is an illustration of how IDS Life will credit interest during the guarantee period. For the purpose of this example, IDS Life has made the assumptions as indicated. PAGE 14 Example of Guarantee Rate Beginning Subaccount Accumulation Value: $50,000 Guaranteed Period: 10 years Guarantee Rate: 5 percent Annual Effective Rate Interest Credited Cumulative Interest Year During Year Credited to the Account 1 $2,500.00 $ 2,500.00 2 2,625.00 5,125.00 3 2,756.25 7,881.25 4 2,894.06 10,775.31 5 3,038.77 13,814.08 6 3,190.70 17,004.78 7 3,350.24 20,355.02 8 3,517.75 23,872.77 9 3,693.64 27,566.41 10 3,878.32 31,444.73 Guaranteed Accumulation Value at the End of 10 Years is: $50,000 + $31,444.73 = $81,444.73 Note: This example assumes no surrenders of any amount during the entire ten-year period. A market value adjustment applies and a surrender charge may apply to any interim surrender in excess of the free withdrawal amount (See Surrenders, Free Withdrawals and Systematic Withdrawals). The hypothetical interest rates are illustrative only and are not intended to predict future interest rates to be declared by IDS Life. Actual interest rates declared for any given time may be more or less than those shown. End of a Subaccount Guarantee Period - When a subaccount guarantee period ends, a new guarantee period will begin. IDS Life will transfer the owner's subaccount accumulation value to a new subaccount without applying a market value adjustment. At the end of a guarantee period, or during the first ten days of the new subaccount guarantee period, the owner also will be able to totally or partially surrender the subaccount accumulation value without market value adjustment or surrender charge. However, such a surrender will be subject to federal income tax and may be subject to a federal penalty tax. Surrenders from certain tax qualified Contracts also may be subject to 20 percent income tax withholding. If the owner surrenders less than the entire subaccount accumulation value, at least $1,000 must remain in the subaccount. IDS Life will mail the owner a notice twenty-one calendar days before the guarantee period ends to remind the owner to select a new guarantee period. If IDS Life does not receive the written selection request within ten calendar days after the guarantee period ends, the new guarantee period will be one year. The new guarantee period will never extend beyond the settlement date. For example, if the annuitant is age 62 at the end of a guarantee period and the settlement date is the annuitant's age 65, a three-year guarantee period is the maximum guarantee period that may be selected under the Contract. PAGE 15 The accumulation value transferred to the new subaccount is guaranteed by IDS Life's general assets and will earn interest at a guarantee rate that IDS Life has declared for the guarantee period. This guarantee rate may be higher or lower than previous guarantee rates. IDS Life may declare new schedules of guaranteed interest rates as frequently as daily. At the owner's written request, IDS Life will provide notice of the guarantee rate that applies to a specific guarantee period. The owner also may call IDS Life to inquire about guarantee rates. Establishment of Guarantee Rates - The guaranteed rate of interest for a chosen guarantee period will be known at the time a purchase payment is received or a transfer is made. IDS Life will send the owner a confirmation that will show the amount paid or transferred and the applicable guarantee rate. When one subaccount guarantee period ends and another begins, IDS Life will establish a guarantee rate for the new period that is equal to or greater than the rate credited on new comparable purchase payments at the time. The minimum guarantee rate established by IDS Life will always be at least 3 percent per year. IDS Life has no specific formula for determining the rates of interest that it will declare as guarantee rates in the future. IDS Life will declare the guarantee rates from time to time based on its analysis of current market conditions. (See Investments by IDS Life). In addition, IDS Life also may consider various other factors in determining guarantee rates for a given period, including regulatory and tax requirements; sales commission and administrative expenses; general economic trends; and competitive factors. IDS Life management will make the final determination as to the guarantee rates to be declared. IDS Life cannot predict or guarantee future guarantee rates above the 3 percent rate. Surrenders, Free Withdrawals and Systematic Withdrawals General - Subject to certain tax law and retirement plan restrictions noted below, total and partial surrenders may be made under a Contract at any time. In the case of all surrenders, the accumulation value will be reduced by the amount surrendered on the surrender date and that amount will be payable to the owner. The accumulation value also will be reduced by any applicable surrender charge and either reduced or increased by any market value adjustment applicable to the surrender. IDS Life will, on request, inform the owner of the amount payable in a total or partial surrender. Any total or partial surrender may be subject to tax and tax penalties and surrenders from certain tax qualified Contracts may be subject to 20 percent income tax withholding. (See Federal Tax Considerations.) Tax-Sheltered Annuities - The Code imposes certain restrictions on an owner's right to receive early distributions attributable to salary reduction contributions from a Contract purchased for a retirement plan qualified under Section 403(b) of the Code as a TSA. PAGE 16 Distributions attributable to salary reduction contributions made after Dec. 31, 1988, plus the earnings on them, or to transfers or rollovers of such amounts from other contracts may be made from the TSA Contract only if the owner has attained age 59-1/2, has become disabled as defined in the Code, has separated from the service of the employer that purchased the Contract or has died. Additionally, if the owner should encounter a financial hardship (within the meaning of the Code), he or she may receive a distribution of all Contract values attributable to salary reduction contributions made after Dec. 31, 1988, but not of the earnings on them. Even though a distribution may be permitted under these rules (e.g., for hardship or after separation from service), it may nonetheless be subject to a 10 percent IRS penalty tax (in addition to income tax) as a premature distribution and to 20 percent income tax withholding. (See Federal Tax Considerations.) These restrictions do not apply to transfers of Contract values to another TSA investment vehicle available through the employer. Free Withdrawal Amounts - Each Contract year, the owner may surrender or transfer free withdrawal amounts. These free withdrawal amounts are not subject to either a surrender charge or a market value adjustment. However, they are subject to federal income tax and may be subject to a federal penalty tax and, if made from certain tax qualified Contracts, to 20 percent income tax withholding. Free withdrawal amounts are calculated separately for each subaccount. From the time a subaccount is established by payment or transfer up to the next Contract anniversary, the free withdrawal amount is 10 percent of the subaccount payment or transfer. During each Contract year thereafter, the free withdrawal amount is 10 percent of the prior Contract anniversary subaccount accumulation value. Systematic Withdrawals - The owner may establish systematic withdrawals of amounts up to the free withdrawal amount by written request or other method acceptable to IDS Life. The minimum systematic withdrawal amount from the Contract is $100, and these withdrawals can be made on a monthly, quarterly, semi-annual or annual basis. The owner may designate the systematic withdrawal to be made from the Contract in one of the following ways: o withdrawing interest earnings up to the free withdrawal amount from each subaccount over the systematic withdrawal period; o withdrawing the entire free withdrawal amount over the systematic withdrawal period; or o withdrawing a specific dollar amount less than the free withdrawal amount. Under this option, the specific dollar amount will be withdrawn on a pro-rata basis from all the subaccounts in which the owner has a balance, unless the owner instructs otherwise. PAGE 17 The minimum Contract accumulation value required to begin systematic withdrawals is $5,000. The owner may start or stop this service at any time, but must give IDS Life 30 days' notice to change any systematic withdrawal instructions that are currently in place. Systematic withdrawals may result in taxes, tax penalties and 20 percent income tax withholding being applied to all or a portion of the amount withdrawn. The owner should consult a tax advisor regarding the tax consequences of systematic withdrawals. Partial Surrenders - The minimum Contract accumulation value the owner may surrender is $1,000 (except for free withdrawal amounts and systematic withdrawals as explained above). The minimum balance in a subaccount after surrender is $1,000. The owner may make a surrender by written request. This request must specify the subaccount(s) from which the surrender is to be made and the surrender amount. A partial surrender request not exceeding $50,000 also may be made by telephone. IDS Life has the authority to honor any telephone partial surrender request believed to be authentic and will use reasonable procedures to confirm that they are. This includes asking identifying questions and tape recording calls. As long as reasonable procedures are followed, neither IDS Life nor its affiliates will be liable for any loss resulting from fraudulent requests. At times when the volume of telephone requests is unusually high, IDS Life will take special measures to ensure that calls are answered as promptly as possible. A telephone surrender request will not be allowed within 30 days of a phoned-in address change. The owner may request the net check amount that he or she wishes to receive. IDS Life will determine how much accumulation value needs to be surrendered to yield the net check amount after any applicable market value adjustments and surrender charge deductions. Total Surrenders - IDS Life will compute the value of the Contract at the close of business after receipt of the owner's request for a complete surrender. A Contract terminates upon total surrender. IDS Life may request return of the Contract prior to a total surrender. Payment on Surrender - IDS Life may defer payment of any partial or total surrender for a period not exceeding 6 months from the date it receives the owner's notice of surrender or the period permitted by state insurance law, if less. Only under extraordinary circumstances will IDS Life defer a surrender payment more than 7 days. If payment is deferred for more than 30 days, IDS Life will pay annual interest of at least 3 percent on the amount deferred. While all circumstances under which IDS Life could defer payment upon surrender may not be foreseeable at this time, such circumstances could include, for example, IDS Life's inability to liquidate assets due to a general financial crisis. IDS Life will notify the owner in writing if it intends to withhold payment more than 30 days. PAGE 18 Surrender at the End of a Guarantee Period - A subaccount surrender at the end of the guarantee period or during the first ten days of the new guarantee period will not incur a surrender charge or market value adjustment, nor will it reflect any interest earned during this ten day period. Surrender Charge A surrender charge may be assessed on any total or partial surrender of purchase payments that have been in the Contract for less than eight Contract years unless the surrender occurs on the last day of a subaccount guarantee period or during the first ten days of the new subaccount guarantee period. Surrender charges are calculated separately for each subaccount. The surrender charge depends on the number of Contract years a purchase payment to a subaccount has been in the Contract. The surrender charge decreases each year on the Contract anniversary date. There are no surrender charges for payments that have been in the Contract for eight or more Contract years. The surrender charge is determined by multiplying the applicable surrender charge percentage by the subaccount market adjusted value in excess of the free withdrawal amount. The surrender charge percentages are as follows: Contract Years Since Surrender Charge Payment Received Percentage 1 7% 2 6 3 5 4 4 5 3 6 2 7 1 8 or more 0 For an example of how the surrender charge is calculated for the total surrender of a subaccount, please see Appendix A. No Surrender Charge - There will be no surrender charge for: o exercise of the cancellation right; o free withdrawal amounts; o payments that have been in the Contract for eight or more Contract years; o transfers between subaccounts; o surrenders from a subaccount at the end of its guarantee period and during the first ten days of the new subaccount guarantee period; o application of the accumulation value to provide annuity payments using an annuity payment plan; or o death benefits. PAGE 19 In some cases, such as when an employer makes this annuity available to employees, IDS Life may expect to incur lower sales and administrative expenses or perform fewer services due to the size of the group, the average contribution and the use of group enrollment procedures. Then IDS Life may be able to reduce or eliminate surrender charges. However, IDS Life expects this to occur infrequently. Transfers The owner may transfer the accumulation value from an existing subaccount to a new subaccount at any time before the settlement date. A subaccount must have been established for at least one calendar year before the owner can make a transfer from it. IDS Life will not charge a fee for these transfers. However, the transfers are subject to a market value adjustment. For transfers before the end of a guarantee period, there will be a market value adjustment to the accumulation value in excess of the free withdrawal amount. There will not be a market value adjustment for transfers at the end of a guarantee period. The minimum accumulation value the owner may transfer is $2,000 or the entire subaccount accumulation value, if less. The owner may transfer less than the entire subaccount accumulation value only if a minimum accumulation value of $1,000 remains in the subaccount after the transfer. The owner may make a transfer by written request. This request must specify the subaccount from which the transfer is to be made and the amount of the transfer if it is less than the entire subaccount accumulation value. The request must also specify the length of the new guarantee period. Market Value Adjustment The subaccount accumulation value, including the interest credited, is guaranteed if the value is held in the subaccount until the end of the guarantee period. However, IDS Life will apply a market value adjustment if a surrender or transfer occurs prior to the end of the guarantee period. A market value adjustment is a positive or negative adjustment of the subaccount accumulation value. The market value adjustment reflects the relationship, at the time of surrender or transfer, between the subaccount guarantee rate and the interest rate IDS Life then is crediting on purchase payments or transfers made to new subaccounts with guarantee periods of the same duration as the time remaining in the subaccount guarantee period. The market adjusted value is the subaccount accumulation value (in excess of the free withdrawal amount) adjusted by the market value adjustment, plus the free withdrawal amount. A subaccount's market adjusted value may be lower or higher than its accumulation value. PAGE 20 For example, assume the owner made a purchase payment to a subaccount with a guarantee period of 10 years and a guarantee rate of 4.5 percent annually. Assume that after 3 years the owner decides to surrender the value of that subaccount (with 7 years left in the subaccount guarantee period). If, at the time of surrender, the guarantee rate IDS Life is crediting on subaccounts with 7-year guarantee periods is 5 percent, the market adjusted value will be lower than the accumulation value. On the other hand, if the current guarantee rates on subaccounts with 7-year guarantee periods is 4 percent, the market adjusted value will be higher than the accumulation value. Determining the Market Value Adjustment - The market value adjustment is determined by: o Calculating the subaccount accumulation value to be adjusted. This is the amount to be surrendered or transferred from the subaccount; o Calculating the market adjusted value of that accumulation value using the market adjusted value formula below; and o Subtracting the accumulation value from the market adjusted value. Market Adjusted Value Formula: Market Adjusted Value = [(AVc - FWA) X F] + FWA where: AVc = the subaccount accumulation value to be surrendered or transferred FWA = free withdrawal amount F = (1 + ig)(N + t) _____________________ (1 + ic + .0025)(N + t) where: ig = the subaccount guarantee rate N = the number of complete years to the end of the guarantee period for the subaccount t = the fraction of a year remaining to the end of the guarantee period (for example, if 180 days remain in a 365 day year, t would be .493 for the subaccount) ic = the subaccount guarantee rate IDS Life then is crediting on purchase payments or transfers made to new subaccounts with guarantee periods of the same duration as the time remaining in the subaccount guarantee period (straight line interpolation between whole year rates. If N is zero, ic is the rate for a one year guarantee period) PAGE 21 For an illustration showing an upward and downward market value adjustment, please see Appendix B. No Market Value Adjustment - There will be no market value adjustment for: o exercise of the cancellation right; o free withdrawal amounts; o surrenders or transfers from a subaccount at the end of its guarantee period and during the first ten days of the new subaccount guarantee period; o application of the accumulation value to provide annuity payments using an annuity payment plan; or o death benefits. Premium Taxes IDS Life reserves the right to deduct an amount from the accumulation value of the Contract at the time that any applicable premium taxes not previously deducted are payable. If a tax is payable at the time of the purchase payment and IDS Life chooses not to deduct it at that time, it further reserves the right to deduct it at a later date. Current premium taxes range in an amount up to 3.5 percent depending on jurisdiction. Death Benefit Prior to Settlement If the annuitant or owner dies before the settlement date while the Contract is in force, the death benefit payable to the beneficiary will equal the accumulation value as determined at the next close of business after IDS Life's death claim requirements are fulfilled. If the Spouse is Sole Beneficiary or Co-Owner - If the owner or co-owner dies before the settlement date and the spouse is the only beneficiary or co-owner, the spouse may keep the Contract as owner. To do this, the spouse must, within 60 days after IDS Life receives proof of death, give IDS Life written instructions to keep the Contract in force. Tax qualified Plans - If the Contract is purchased under a plan qualified under Code Section 401 (including 401(k)), a TSA plan, a plan eligible under Code Section 457, a custodial or trusteed plan, or as an IRA or a SEP/IRA and IDS Life receives proof of the annuitant's death before the settlement date, IDS Life will pay the beneficiary the death benefit described above. If the annuitant dies before reaching age 70-1/2 and the spouse is the only beneficiary, the spouse may keep the Contract in force until the date on which the annuitant would have reached 70-1/2 or such other date as permitted by the Code. To do this, the spouse must, within 60 days after IDS Life receives proof of death, give IDS Life written instructions to keep the Contract in force. PAGE 22 Paying the Beneficiary - Unless the owner has given other written instructions, IDS Life will pay the beneficiary in a single payment. Payment from a tax qualified Contract (except an IRA or SEP/IRA) made to a surviving spouse instead of being directly rolled over to an IRA may be subject to 20 percent income tax withholding. The beneficiary may elect to receive this payment at any time within 5 years after the date of death. Instead of a single payment, IDS Life may make payments under any annuity payment plan available under this Contract if: o the beneficiary elects the plan in writing within 60 days after IDS Life receives proof of death; o payments begin no later than one year after death; and o the plan provides payments over a period that does not extend beyond the beneficiary's life or life expectancy. Death Benefit After Settlement If the annuitant dies after settlement, the amount payable, if any, will be as provided in the annuity payment plan then in effect. Statement Prior to the settlement date, at least annually, IDS Life will send a statement showing a summary of the Contract. Electing the Settlement Date and Annuity Payment Plan Upon processing the owner's application IDS Life will establish the settlement date to the maximum age or date as specified below. The owner can also select a date within the maximum limits. This date can be aligned with the owner's actual retirement from a job, or it can be a different future date, depending on the owner's needs and goals and on certain restrictions. The owner can also change the date, provided IDS Life receives written instructions at least 30 days before annuity payouts begin. The settlement date cannot be later than the latest of: o the Contract anniversary nearest the annuitant's 85th birthday; or o the 10th Contract anniversary. Annuity Payments - The first payment will be made as of the settlement date. Once annuity payments have started for an annuitant, no surrender of the annuity benefit can be made for the purpose of receiving a lump sum in lieu of payments. Annuity Payment Plans - On the settlement date, the owner may receive a lump sum payment of the surrender value (see Surrenders, Free Withdrawals and Systematic Withdrawals) or begin receiving annuity payments. If a lump sum payment is made from a tax qualified Contract (except an IRA or SEP/IRA), 20 percent income tax withholding may apply. There are different ways to receive annuity payments called payment plans. The owner may elect one of PAGE 23 these payment plans, or another payment arrangement to which IDS Life agrees, by giving IDS Life written notice at least 30 days before the settlement date. In the absence of an election, IDS Life will make annuity payments according to Plan B with payments guaranteed for ten years. If the amount to be applied to a payment plan is not at least $2,000 or if payments are to be made to other than a natural person, IDS Life has the right to make a lump sum payment of the surrender value. o Plan A - This provides monthly annuity payments for the lifetime of the annuitant. No payments will be made after the annuitant dies. o Plan B - This provides monthly annuity payments for the lifetime of the annuitant with a guarantee by IDS Life that payments will be made for a period of at least 5, 10 or 15 years. The owner must select the guaranteed period. o Plan C - This provides monthly annuity payments for the lifetime of the annuitant with a guarantee by IDS Life that payments will be made for a certain number of months. IDS Life determines the number of months by dividing the accumulation value applied under this plan by the amount of the monthly annuity payment. o Plan D - This is a Joint and Survivor life annuity. Monthly payments will be paid for the lifetime of the annuitant and a joint annuitant. When either the annuitant or joint annuitant dies, IDS Life will continue to make monthly payments for the lifetime of the survivor. No payments will be made after the death of both the annuitant and joint annuitant. o Plan E - This provides monthly fixed dollar annuity payments for a period of years. The period of years may be no less than 10 or more than 30. The Contract provides for annuity payments on a fixed basis only. The amount of each annuity payment will not change during the annuity payment period. The amount of the annuity payment will depend on: o the annuity table IDS Life then is using for annuity settlements (never less than the table guaranteed in the Contract); o the annuitant's age; and o the annuity payment plan selected. The tables for Plans A, B, C and D are based on the "1983 Individual Annuitant Mortality Table A" and an assumed rate of 4 percent per year. The table for Plan E is based on an interest rate of 4 percent. IDS Life may, at its discretion, if mortality appears more favorable and interest rates justify, apply other tables that will result in higher monthly payments. PAGE 24 Restrictions for Some Tax qualified Plans - If the Contract was purchased under a plan qualified under Code Section 401( including 401(k)), a TSA plan, a plan eligible under Code Section 457, a custodial or trusteed plan, or as an IRA or a SEP/IRA, the owner must elect a payment plan that provides for payments: o during the life of the annuitant; o during the joint lives of the annuitant and beneficiary; o for a period not exceeding the life expectancy of the annuitant; or o for a period not exceeding the joint life expectancies of the annuitant and beneficiary. Reference also must be made to the terms of the tax qualified plan and applicable law for any limitations or restrictions on the settlement date or annuity payment plan that may be selected. Investments by IDS Life Assets of IDS Life must be invested in accordance with requirements established by applicable state laws regarding the nature and quality of investments that may be made by life insurance companies and the percentage of their assets that may be committed to any particular type of investment. In general, these laws permit investments, within specified limits and subject to certain qualifications, in federal, state, and municipal obligations, corporate bonds, preferred and common stocks, real estate mortgages, real estate and certain other investments. All claims by purchasers of the Contracts, and other general account products, will be funded by the general account. IDS Life intends to construct and manage the investment portfolio using a strategy known as "immunization." Immunization seeks to lock in a defined return on the pool of assets versus the pool of liabilities over a specified time horizon. Since the return on the assets versus the liabilities is locked in, it is "immune" to any potential fluctuations in interest rates during the given time. Immunization is achieved by constructing a portfolio of assets with a price sensitivity to interest rate changes (i.e., price duration) that is essentially equal to the price duration of the corresponding portfolio of liabilities. Portfolio immunization provides flexibility and efficiency to IDS Life in creating and managing the asset portfolio, while still assuring safety and soundness for funding liability obligations. IDS Life's investment strategy will incorporate the use of a variety of debt instruments having price durations tending to match the applicable guaranteed interest periods. These instruments include, but are not necessarily limited to, the following: o Securities issued by the U.S. government or its agencies or instrumentalities, which issues may or may not be guaranteed by the U.S. government; PAGE 25 o Debt securities that have an investment grade, at the time of purchase, within the four highest grades assigned by the nationally recognized rating agencies; o Debt instruments that are unrated, but which are deemed by IDS Life to have an investment quality within the four highest grades; o Other debt instruments, which are rated below investment grade, limited to 10 percent of assets at the time of purchase; and o Real estate mortgages, limited to 30 percent of portfolio assets at the time of acquisition. In addition, options and futures contracts on fixed income securities will be used from time to time to achieve and maintain appropriate investment and liquidity characteristics on the overall asset portfolio. While this information generally describes our investment strategy, we are not obligated to follow any particular strategy except as may be required by Federal law and Minnesota and other state insurance laws. Amendment of Contracts IDS Life reserves the right to amend the Contracts to meet the requirements of applicable federal or state laws or regulations. IDS Life will notify the owner of the Contract in writing of any such amendments. Distribution of Contracts IDS Life is the principal underwriter for the Contracts. IDS Life is registered with the Securities and Exchange Commission under the Securities Exchange Act of 1934 (1934 Act) as a broker-dealer and is a member of the National Association of Securities Dealers, Inc. IDS Life may enter into Distribution Agreements with certain broker-dealers registered under the 1934 Act. IDS Life will pay a maximum commission of 5 percent for the sale of a Contract. In the future, IDS Life may pay a commission on an election of a subsequent guarantee period by an owner or when an owner maintains a Contract in force. Assignment of Contracts The owner may change ownership of the Contract at any time by filing a change of ownership with IDS Life at its home office. No change of ownership will be binding upon IDS Life until it receives and records the change. IDS Life takes no responsibility for the validity of the change. If the Contract is purchased under a tax qualified plan, the Contract may not be sold, assigned, transferred, discounted or pledged as collateral for a loan or as security for the performance of an obligation or for any other purpose to any person other than IDS Life; provided, however, that PAGE 26 if the owner is a trustee or custodian, or an employer acting in a similar capacity, ownership of a Contract may be transferred to the annuitant. The value of any part of a non-tax qualified Contract assigned or pledged is taxed like a surrender to the extent allocable to investment in annuity contracts after Aug. 13, 1982. Transfer of a non-tax qualified Contract to another person without adequate consideration is considered a gift and the transfer will be considered a surrender of the Contract for federal income tax purposes. The income in the Contract will be taxed to the transferor who may be subject to the 10 percent IRS penalty tax for early withdrawal. The transferee's investment in the Contract will be the value of the Contract at the time of the transfer. The owner should consult with a tax advisor before taking any action. Federal Tax Considerations Under current law, there is no liability for federal income tax on any increase in the Contract's value until payments are made (except for change of ownership discussed above in "Assignment of Contracts"). However, since federal tax consequences cannot always be anticipated, the owner should consult a tax advisor regarding any questions about the taxation of the Contract. The owner is not taxed on the investment in the Contract. The investment in the Contract generally includes purchase payments made into the Contract with after-tax dollars. If the investment in the Contract was made by or on behalf of the owner with pre-tax dollars as part of a tax qualified retirement plan, such amounts are not considered to be part of the investment in the Contract and will be taxed when payment is made. If the owner surrenders part or all of the Contract or takes a free withdrawal amount, the owner will be taxed on the payments received, to the extent that the value of the Contract exceeds the investment in the Contract, and the owner may have to pay an IRS penalty tax for early withdrawal. A portion of each annuity payment under a non-tax qualified Contract will be subject to tax and a portion of each payment will be considered to be part of the investment in the Contract and will not be taxed. All amounts received after the investment in the Contract is recovered will be subject to tax. All annuity payments from a tax qualified Contract, for example an IRA, TSA or a plan eligible under Code Section 457, generally will be subject to taxation except to the extent that the contributions were made with after-tax dollars. Unlike life insurance proceeds, the death benefit under a Contract is not tax exempt. The gain, if any, is taxable as ordinary income to the beneficiary in the year(s) he or she receives the payments. Tax law requires that all non-tax qualified deferred annuity contracts issued by the same company to the same contract owner during a calendar year are to be treated as a single, unified PAGE 27 contract. The amount of income included and taxed in a distribution (or a transaction deemed a distribution under tax law) taken from any one of such contracts is determined by summing all such contracts. The income earned on a Contract held by such entities as corporations, partnerships or trusts generally will be treated as ordinary income received during that year. A 10 percent IRS penalty tax may apply on any amount includible in ordinary income. This penalty will not apply to any amount received: o after the owner reaches age 59-1/2; o after the owner dies; o after the owner becomes disabled (as defined in the Code); o as a distribution that is part of a series of substantially equal periodic payments over the life or life expectancy of the owner (or joint lives or life expectancies of the owner and beneficiary); or o if it is allocable to an investment before Aug. 14, 1982 (except for Contracts in tax qualified plans). These are the major exceptions to the 10 percent IRS penalty tax. Additional exceptions may apply depending upon whether or not the Contract is tax qualified. For tax qualified Contracts, other penalties apply if a Contract bought under a plan is surrendered before the plan specifies that payments can be made under the plan. If the owner receives all or part of the Contract value from a tax qualified annuity (except an IRA or SEP/IRA), mandatory 20 percent income tax withholding generally will be imposed at the time the payment is made. In addition, federal income tax and the 10 percent IRS penalty tax for early withdrawals may apply to amounts properly includible in income. This mandatory 20 percent income tax withholding will not be imposed if: o instead of receiving the payment, the owner elects to have the payment rolled over directly to an IRA or another eligible plan; o the payment is one of a series of substantially equal periodic payments, made at least annually, over the life or life expectancy of the owner (or joint lives or life expectancies of the owner and beneficiary) or made over a period of 10 years or more; or o the payment is a minimum distribution required under the Code. These are the major exceptions to the mandatory 20 percent income tax withholding. Payments made to a surviving spouse instead of being directly rolled over to an IRA may be subject to 20 percent income tax withholding. For taxable distributions that are not PAGE 28 subject to the mandatory 20 percent withholding, federal income tax will be withheld from the taxable part of the owner's distribution unless he or she elects otherwise. State withholding also may be imposed on taxable distributions. IDS Life will send the owner and/or annuitant, as appropriate, a tax statement for any year that a taxable distribution from the Contract is received. The Contract is intended to qualify as an annuity for federal income tax purposes. To that end, the provisions of the Contract are to be interpreted to ensure or maintain such tax qualification, notwithstanding any other provisions of the Contract. We reserve the right to amend the Contract to reflect any clarifications that may be needed or are appropriate to maintain such qualification or to conform the Contract to any applicable changes in the tax qualification requirements. We will send you a copy of any such amendments. This discussion of federal tax laws is based upon IDS Life's understanding of these laws as they are currently interpreted. Either federal tax laws or current interpretations of them may change. Please consult a tax advisor concerning specific circumstances. The Company Business IDS Life is a stock life insurance company organized in 1957 under the laws of the State of Minnesota. IDS Life is a wholly owned subsidiary of American Express Financial Corporation, which is a wholly owned subsidiary of American Express Company. IDS Life acts as a direct writer of insurance policies and annuities and as the investment manager of various investment companies. IDS Life is licensed to write life insurance and annuity contracts in 49 states and the District of Columbia. The headquarters of IDS Life is IDS Tower 10, Minneapolis, MN 55440-0010. Selected Financial Data The following selected financial data for IDS Life and its subsidiaries should be read in conjunction with the consolidated financial statements and notes included in the prospectus beginning on page __. Years ended Dec. 31, (thousands) 1995 1994 1993 1992 1991 Premiums $ 161,530 $ 144,640 $ 127,245 $ 114,379 $ 102,338 Net investment income 1,907,309 1,781,873 1,783,219 1,616,821 1,422,866 Net realized loss on investments (4,898) (4,282) (6,737) (3,710) (5,837) Other 472,035 384,105 304,344 240,959 198,344 Total revenues 2,535,976 2,306,336 2,208,071 1,968,449 1,717,711 Income before income taxes 560,782 512,512 412,726 315,821 259,467 Net income $ 364,940 $ 336,169 $ 270,079 $ 211,170 $ 182,037 Total assets $42,900,078 $35,747,543 $33,057,753 $27,295,773 $22,558,809 PAGE 29 Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations Results of Operations 1995 Compared to 1994: Consolidated net income increased 8.6 percent to $365 million in 1995, compared to $336 million in 1994. Earnings growth resulted primarily from increases in management fees and policyholder and contractholder charges partially offset by a slight decrease in investment margins. These increases reflect higher average insurance and annuities in force during 1995. Investment margins were below prior year levels primarily due to higher interest credited rates during the first two quarters of 1995. Consolidated income before income taxes totaled $561 million in 1995, compared with $513 million in 1994. In 1995, $125 million was from the life, disability income, health and long-term care insurance segment, compared with $123 million in 1994. In 1995, $440 million was from the annuity segment, compared with $394 million in 1994. There was a $4.9 million net realized loss on investments in 1995, compared with a net realized loss on investments of $4.3 million in 1994. Total premiums received decreased to $5.0 billion in 1995, compared with $5.7 billion in 1994. This decrease is primarily due to a decrease in sales of variable annuities, reflecting very strong sales of variable products during 1994. Total revenues increased to $2.5 billion in 1995, compared with $2.3 billion in 1994. The increase is primarily due to increases in net investment income, policyholder and contractholder charges, and management fees. Net investment income, the largest component of revenues, increased from the prior year, reflecting an increase in investments owned. Policyholder and contractholder charges, which consist primarily of cost of insurance charges on universal life-type policies, increased 16 percent to $256 million in 1995, compared with $220 million in 1994. This increase reflects higher total life insurance in force which grew 13 percent to $59.4 billion at December 31, 1995. Management and other fees increased 32 percent to $216 million in 1995, compared with $164 million in 1994. This is primarily due to an increase in separate account assets, which grew 38 percent to $15 billion at December 31, 1995, due to market appreciation and sales. The Company provides investment management services for the mutual funds used as investment options for variable annuities and variable life insurance. The Company also receives a mortality and expense risk fee from the separate accounts. Total benefits and expenses increased to $2.0 billion in 1995. The largest component of expenses, interest credited to policyholder accounts for universal life-type insurance and investment PAGE 30 contracts, increased to $1.3 billion. This was due to higher aggregate amounts in force and an increase in average interest credited rates. 1994 Compared to 1993: Consolidated net income increased 24 percent to $336 million in 1994, compared to $270 million in 1993. Earnings growth resulted primarily from increases in spread income, policyholder and contractholder charges, and management fees. These increases reflect higher average insurance and annuities in force during 1994. For the full year, investment margins were comparable to 1993 levels, although investment margins for the fourth quarter of 1994 were below prior year levels. Consolidated income before income taxes totaled $513 million in 1994, compared with $413 million in 1993. In 1994, $123 million was from the life, disability income, health and long-term care insurance segment, compared with $104 million in 1993. In 1994, $394 million was from the annuity segment, compared with $315 million in 1993. There was a $4.3 million net realized loss on investments in 1994, compared with a net realized loss on investments of $6.7 million in 1993. Total premiums received increased to $5.7 billion in 1994, compared with $5.3 billion in 1993. This increase is primarily due to continued strong sales of variable annuities. In addition, the Company reported small increases in its fixed single premium deferred annuity line. Universal life-type insurance and variable universal life insurance premiums received also increased from the prior year. Total revenues increased to $2.3 billion in 1994, compared with $2.2 billion in 1993. The increase is primarily due to increases in policyholder and contractholder charges, and management fees. Net investment income, the largest component of revenues, was basically unchanged from the prior year, reflecting a slight increase in investments owned offset by a decrease in the rate earned on those investments. Policyholder and contractholder charges, which consist primarily of cost of insurance charges on universal life-type policies, increased 19 percent to $220 million in 1994, compared with $184 million in 1993. This increase reflects higher total life insurance in force which grew 14 percent to $52.7 billion at December 31, 1994. Management and other fees increased 37 percent to $164 million in 1994, compared with $120 million in 1993. This is primarily due to an increase in separate account assets, which grew 21 percent to $11 billion at December 31, 1994, resulting from strong sales of variable products. The Company provides investment management services for the mutual funds used as investment options for variable annuities and variable life insurance. The Company also receives a mortality and expense risk fee from the separate accounts. PAGE 31 Total benefits and expenses decreased slightly to $1.8 billion in 1994. The largest component of expenses, interest credited to policyholder accounts for universal life-type insurance and investment contracts, decreased to $1.2 billion. This is primarily due to a decrease in interest credited rates, partially offset by higher aggregate amounts in force. Amortization of deferred policy acquisition costs increased to $280 million in 1994, compared with $212 million in 1993. This increase is a result of a higher level of amortizable deferred costs and a high level of surrenders as a result of an exchange plan announced during the first quarter of 1994 and completed prior to the end of 1994. Other insurance and operating expenses, which include non- capitalized commissions and indirect selling expenses, direct and indirect operating expenses, premium taxes and guaranty association expenses, decreased to $210 million in 1994, compared with $242 million in 1993. This decrease primarily reflects a decrease in amounts accrued for future guaranty association assessments. Risk Management The Company primarily invests in fixed income securities over a broad range of maturities for the purpose of providing fixed annuity clients with a competitive rate of return on their investments while minimizing risk, and to provide a dependable and targeted spread between the interest rate earned on investments and the interest rate credited to clients' accounts. The Company does not invest in securities to generate trading profits. The Company has an investment committee that holds regularly scheduled meetings and, when necessary, special meetings. At these meetings, the committee reviews models projecting different interest rate scenarios and their impact on profitability. The objective of the committee is to structure the investment security portfolio based upon the type and behavior of products in the liability portfolio so as to achieve targeted levels of profitability. Rates credited to clients' accounts are generally reset at shorter intervals than the maturity of underlying investments. Therefore, margins may be negatively impacted by increases in the general level of interest rates. Part of the committee's strategy includes the purchase of some types of derivatives, such as interest rate caps, for hedging purposes. These derivatives protect margins by increasing investment returns if there is a sudden and severe rise in interest rates, thereby mitigating the impact of an increase in rates credited to clients' accounts. PAGE 32 Liquidity and Capital Resources The liquidity requirements of the Company are met by funds provided from operations and investment activity. The primary components of the funds provided are premiums, investment income, proceeds from sales of investments as well as maturities and periodic repayments of investment principal. The primary uses of funds are policy benefits, commissions and operating expenses, policy loans, dividends and investment purchases. The Company has available lines of credit with three banks aggregating $100 million, which are used strictly as short-term sources of funds. Borrowings outstanding under the agreements were $nil at December 31, 1995. At December 31, 1995, outstanding reverse repurchase agreements totalled $103 million. At December 31, 1995, investments in fixed maturities comprised 86 percent of the Company's total invested assets. Of the fixed maturity portfolio, approximately 43 percent is invested in GNMA, FNMA and FHLMC mortgage-backed securities which are considered AAA/Aaa quality. At December 31, 1995, approximately 9.2 percent of the Company's investments in fixed maturities were below investment grade bonds. These investments may be subject to a higher degree of risk than the high-rated issues because of the borrower's generally greater sensitivity to adverse economic conditions, such as recession or increasing interest rates, and in certain instances, the lack of an active secondary market. Expected returns on below investment grade bonds reflect consideration of such factors. The Company has identified those fixed maturities for which a decline in fair value is determined to be other than temporary, and has written them down to fair value with a charge to earnings. At December 31, 1995, net unrealized appreciation on fixed maturities held to maturity included $667 million of gross unrealized appreciation and $47 million of gross unrealized depreciation. Net unrealized appreciation on fixed maturities available for sale included $398 million of gross unrealized appreciation and $28 million of gross unrealized depreciation. At December 31, 1995, the Company had an allowance for losses for mortgage loans totaling $37 million and for real estate investments totaling $4.7 million. The economy and other factors have caused an increase in the number of insurance companies that are under regulatory supervision. This circumstance has resulted in an increase in assessments by state guaranty associations to cover losses to policyholders of insolvent or rehabilitated companies. Some assessments can be partially recovered through a reduction in future premium taxes in certain states. The Company established an asset for guaranty association assessments paid to those states allowing a reduction in future premium taxes over a reasonable period of time. The asset will be amortized as future premium taxes are reduced. The Company has also estimated the potential effect of future assessments on the PAGE 33 Company's financial position and results of operations and has established a reserve for such potential assessments. In the first quarter of 1996, the Company paid a $40 million dividend to its parent. In 1995, dividends paid to its parent were $180 million. The National Association of Insurance Commissioners has established risk-based capital standards to determine the capital requirements of a life insurance company based upon the risks inherent in its operations. These standards require the computation of a risk- based capital amount which is then compared to a company's actual total adjusted capital. The computation involves applying factors to various statutory financial data to address four primary risks: asset default, adverse insurance experience, interest rate risk and external events. These standards provide for regulatory attention when the percentage of total adjusted capital to authorized control level risk-based capital is below certain levels. As of December 31, 1995, the Company's total adjusted capital was well in excess of the levels requiring regulatory attention. Segment Information The Company's operations consist of two business segments: Individual and group life, disability income, long-term care and health insurance; and fixed and variable annuity products designed for individuals, pension plans, small businesses and employer- sponsored groups. The Company is not dependent upon any single customer and no single customer accounted for more than 10 percent of revenue in 1995, 1994 or 1993. Additionally, no single distributor accounted for more than 10 percent of premiums received in 1995, 1994 or 1993. (See Note 10, Segment information, in the "Notes to Consolidated Financial Statements".) Reinsurance Reinsurance arrangements are used to reduce exposure to large losses. The maximum amount of risk retained by the Company on any one life is $750,000 of life and waiver of premium benefits plus $50,000 of accidental death benefits. The excesses are reinsured with other life insurance companies. At December 31, 1995, traditional life and universal life-type insurance in force aggregated $59.7 billion, of which $3.8 billion was reinsured. Reserves In accordance with the insurance laws and regulations under which IDS Life operates, it is obligated to carry on its books, as liabilities, actuarially determined reserves to meet its obligations on its outstanding life and health insurance policies and annuity contracts. Reserves for policies and contracts are based on mortality and morbidity tables in general use in the United States. These reserves are computed amounts that, with additions from premiums to be received, and with interest on such reserves compounded annually at assumed rates, will be sufficient to meet IDS Life's policy obligations at their maturities or in the event of an insured's death. In the accompanying financial statements these reserves are determined in accordance with PAGE 34 generally accepted accounting principles. (See Note 1, Liabilities for future policy benefits, in the "Notes to Consolidated Financial Statements.") Investments Of IDS Life's consolidated total investments of $25.3 billion at Dec. 31, 1995, 39 percent was invested in mortgage-backed securities, 46 percent in corporate and other bonds, 12 percent in primary mortgage loans on real estate, 1.7 percent in policy loans and the remaining 1.3 percent in other investments. Competition IDS Life is engaged in a business that is highly competitive due to the large number of stock and mutual life insurance companies and other entities marketing insurance products. There are over 2,600 stock, mutual and other types of insurers in the life insurance business. Best's Insurance Reports, Life-Health edition, 1995, assigned IDS Life one of its highest classifications, A+ (Superior). Employees As of Dec. 31, 1995, IDS Life and its subsidiaries had 234 employees; including 180 employed at the home office in Minneapolis, MN, and 54 employed at IDS Life Insurance Company of New York located in Albany, NY. Properties IDS Life occupies office space in Minneapolis, MN, which is rented by its parent, American Express Financial Corporation. IDS Life reimburses American Express Financial Corporation for rent based on direct and indirect allocation methods. Facilities occupied by IDS Life and its subsidiaries are believed to be adequate for the purposes for which they are used and are well maintained. State Regulation IDS Life is subject to the laws of the State of Minnesota governing insurance companies and to the regulations of the Minnesota Department of Commerce. An annual statement in the prescribed form is filed with the Minnesota Department of Commerce each year covering IDS Life's operation for the preceding year and its financial condition at the end of such year. Regulation by the Minnesota Department of Commerce includes periodic examination to determine IDS Life's contract liabilities and reserves so that the Minnesota Department of Commerce may certify that these items are correct. IDS Life's books and accounts are subject to review by the Minnesota Department of Commerce at all times. Such regulation does not, however, involve any supervision of the account's management or IDS Life's investment practices or policies. In addition, IDS Life is subject to regulation under the insurance laws of other jurisdictions in which it operates. A full examination of IDS Life's operations is conducted periodically by the National Association of Insurance Commissioners. PAGE 35 Under insurance guaranty fund laws, in most states, insurers doing business therein can be assessed up to prescribed limits for policyholder losses incurred by insolvent companies. Most of these laws do provide, however, that an assessment may be excused or deferred if it would threaten an insurer's own financial strength. Directors and Executive Officers* The members of the Board of Directors and the principal executive officers of IDS Life, together with the principal occupation of each during the last five years, are as follows: Directors David R. Hubers Born in 1943 Director since September 1989; president and chief executive officer, AEFC, since August 1993, and director since January 1984.Senior vice president, Finance and chief financial officer, AEFC, from January 1984 to August 1993. Richard W. Kling Born in 1940 Director since February 1984; president since March 1994. Executive vice president, Marketing and Products from January 1988 to March 1994. Senior vice president, AEFC, since May 1994. Director of IDS Life Series Fund, Inc. and member of the board of managers of IDS Life Variable Annuity Funds A and B. Paul F. Kolkman Born in 1946 Director since May 1984; executive vice president since March 1994; vice president, Finance from May 1984 to March 1994; vice president, AEFC, since January 1987. Janis E. Miller Born in 1951 Director and executive vice president, Variable Assets since March 1994; vice president, AEFC, since June 1990. Director of IDS Life Series Fund, Inc. and member of the board of managers of IDS Life Variable Annuity Funds A and B. James A. Mitchell Born in 1941 Chairman of the board since March 1994; director since July 1984; chief executive officer since November 1986; president from July 1984 to March 1994; executive vice president, AEFC, since March 1994; director, AEFC, since July 1984; senior vice president, AEFC, from July 1984 to March 1994. PAGE 36 Barry J. Murphy Born in 1951 Director and executive vice president, Client Service, since March 1994; senior vice president, AEFC, since May 1994; senior vice president, Travel Related Services (TRS), a subsidiary of American Express Company, from July 1992 to April 1994; vice president, TRS, from November 1989 to July 1992. Stuart A. Sedlacek Born in 1957 Director and executive vice president, Assured Assets since March 1994; vice president, AEFC, since September 1988. Melinda S. Urion Born in 1953 Director and controller since September 1991; executive vice president since March 1994; vice president and treasurer from September 1991 to March 1994; senior vice president, chief financial officer and director, AEFC, since November 1995; corporate controller, AEFC, from April 1994 to November 1995; vice president, AEFC, from September 1991 to November 1995; chief accounting officer, AEFC, from July 1988 to September 1991. Officers Other Than Directors Timothy V. Bechtold Born in 1953 Vice president, Risk Management Products, since February 1995. Vice president, Insurance Product Development, from May 1989 to February 1995. Vice president, Risk Management Products, AEFC, since March 1995. David J. Berry Born in 1944 Vice president since October 1989. Alan R. Dakay Born in 1952 Vice president, Institutional Insurance Marketing, since September 1991. Vice President, Institutional Products Group, AEFC, since March 1995; vice president, Institutional Insurance Marketing, AEFC, from May 1990 to March 1995. Robert M. Elconin Born in 1957 Vice president since March 1994. Vice president, Government Relations, AEFC, since April 1994; Legal counsel, IDS Life and AEFC from October 1989 to March 1994. PAGE 37 Morris Goodwin Jr. Born in 1951 Vice president and treasurer since March 1994; vice president and corporate treasurer, AEFC, since July 1989. Lorraine R. Hart Born in 1951 Vice president, Investments, since March 1992; member of the investment committee. Vice president, Insurance Investments, AEFC, since October 1989. James M. Jensen Born in 1955 Vice president, Insurance Product Development, since February 1995; Actuary, Insurance Product Development, since June 1979. Ryan R. Larson Born in 1950 Vice president since August 1995. Vice president, Annuity Product Development, from September 1983 to August 1995. Vice president, IPG Product Development, AEFC, since July 1989. James R. Palmer Born in 1945 Vice president, Taxes, since May 1989. Vice president, Taxes, AEFC, since June 1995. Vice president, Insurance Operations, AEFC, from February 1987 to June 1995. F. Dale Simmons Born in 1937 Vice president, Real Estate Loan Management, since November 1993. Vice president, senior portfolio manager, Insurance Investments, AEFC, since August 1990. William A. Stoltzmann Born in 1948 Vice president, general counsel and secretary since 1985; vice president and assistant general counsel, AEFC, since November 1985. *The address for all of the directors and principal officers is: IDS Tower 10, Minneapolis, MN 55440-0010. Executive Compensation Executive officers of IDS Life also may serve one or more affiliated companies. The following table reflects cash compensation paid to the five most highly compensated executive officers as a group for services rendered in 1995 to IDS Life and its affiliates. The table also shows the total cash compensation paid to all executive officers of IDS Life, as a group, who were executive officers at any time during 1995. PAGE 38 Name of individual Cash or number in group Position held compensation Five most highly compensated executive officers as a group: $ 2,386,534 James A. Mitchell Chairman of the Board and Chief Executive Officer Richard W. Kling President Barry J. Murphy Exec. Vice President, Client Service Stuart A. Sedlacek Exec. Vice President, Assured Assets Lorraine R. Hart Vice President, Investments All executive officers as a group (18) $4,996,584 Security Ownership of Management IDS Life's directors and officers do not beneficially own any outstanding shares of stock of IDS Life. All of the outstanding shares of stock of IDS Life are beneficially owned by its parent, American Express Financial Corporation. The percentage of shares of American Express Financial Corporation owned by any director, and by all directors and officers of IDS Life as a group, does not exceed one percent of the class outstanding. Legal Proceedings and Opinion Legal matters in connection with federal laws and regulations affecting the issue and sale of the Contracts described in this prospectus and the organization of IDS Life, its authority to issue Contracts under Minnesota law and the validity of the forms of the Contracts under Minnesota law have been passed on by the General Counsel of IDS Life. Experts The consolidated financial statements of IDS Life Insurance Company at December 31, 1995 and 1994, and for each of the three years in the period ended December 31, 1995, appearing in this Prospectus and Registration Statement have been audited by Ernst & Young LLP, independent auditors, as set forth in their reports thereon appearing elsewhere herein and in the Registration Statement, and are included in reliance upon such reports given upon the authority of such firm as experts in accounting and auditing. PAGE 39 Appendix A Total Surrender of a Subaccount This example shows how surrender charges are calculated for the total surrender of one subaccount. Assumptions: The Contract is dated January 15, 1995. The Contract year is January 15 to January 14 and the anniversary date is January 15th each year. Subaccount P is established with a $5,000 payment on July 1, 1996. The surrender charge percentages for Subaccount P will be: Surrender Date Surrender Charge Percentage 7-1-96 to 1-14-97 7% 1-15-97 to 1-14-98 6 1-15-98 to 1-14-99 5 1-15-99 to 1-14-00 4 1-15-00 to 1-14-01 3 1-15-01 to 1-14-02 2 1-15-02 to 1-14-03 1 January 15, 2003+ 0 The Subaccount P market adjusted value is transferred to Subaccount Q on September 1, 1997. The above surrender charge percentage date limits do not change even though Subaccount P transferred to Subaccount Q. Subaccount Q is entirely surrendered November 4, 2000, when the Subaccount Q accumulation value is $8,300. Interest rates have increased since Subaccount Q started. The January 15, 2000 (prior Contract anniversary) Subaccount Q accumulation value was $8,000. Assume that the November 4, 2000 market adjusted value is $8,000. This includes the $800 free withdrawal amount (10 percent of the January 15, 2000 Subaccount Q accumulation value) and an assumed ($300) negative market value adjustment due to interest rate increases. What is the Surrender Charge Amount? The $8,000 market adjusted value less the $800 free withdrawal amount is subject to a 3 percent surrender charge. The surrender charge is 3 percent of $7,200 which is $216. What Net Amount does the Owner Receive? The owner receives a net surrender check of $7,784 which is: Subaccount Q Market adjusted value $8,000 (Which includes the $800 free withdrawal amount and the ($300) market value adjustment) PAGE 40 Less Subaccount Q surrender charge - 216 Net Subaccount Q surrender check $7,784 PAGE 41 Appendix B Market Value Adjustment Illustration Assumptions: Contract Date: January 1, 1995 Subaccount Established: July 1, 1995 Purchase Payment: $50,000 Subaccount Guarantee Period: 10 Years Subaccount Guarantee Rate: 4.5 percent effective annual yield Market Value Adjustment Assumptions: These examples show how the market value adjustment may affect your Contract subaccount values. The surrenders in these examples occur on July 1, 1996, one year after the subaccount is established. There are no previous surrenders. The subaccount accumulation value at the end of one year is $52,250. If there are no surrenders, the subaccount accumulation value at the end of the 10-year guarantee period will be $77,648.47. The subaccount accumulation value on January 1, 1996, the Contract anniversary, is: $50,000 x (1 + .045)(184/365) = $51,121.87. The free withdrawal amount for the next year is $5,112.19. This free withdrawal amount (10 percent of the Contract anniversary subaccount accumulation value) is free of both market value adjustment and surrender charge. The market value adjustment reflects the relationship (at the time of surrender) between the subaccount guarantee rate and the interest rate IDS Life then is crediting on purchase payments or transfers made to new subaccounts with guarantee periods of the same duration as the time remaining in the subaccount guarantee period. After one year, there are 9 years left of the 10-year subaccount guarantee period. Example I shows a downward market value adjustment. Example II shows an upward market value adjustment. These examples do not show the surrender charge (if any) which would be calculated separately after the market value adjustment. Surrender charge calculations are shown in Appendix A. Market Adjusted Value Formula: Market Adjusted Value = [(AVc - FWA) x F] + FWA where: AVc = the subaccount accumulation value to be surrendered or transferred FWA = free withdrawal amount F = (1 + ig)(N + t) (1 + ic + .0025)(N + t) PAGE 42 where: ig = the subaccount guarantee rate N = the number of complete years to the end of the guarantee period for the subaccount t = the fraction of a year remaining to the end of the guarantee period (for example, if 180 days remain in a 365 day year, t would be .493 for the subaccount) ic = the subaccount guarantee rate IDS Life then is crediting on purchase payments or transfers made to new subaccounts with guarantee periods of the same duration as the time remaining in the subaccount guarantee period (straight line interpolation between whole year rates. If N is zero, ic is the rate for a one year guarantee period) Example I - Downward Market Value Adjustment A surrender results in a downward market value adjustment when interest rates have increased. Assume after one year, IDS Life is crediting 5 percent for a new subaccount with a 9-year guarantee period. If the owner totally surrenders the subaccount, the market adjusted value is: [(AVc - FWA) x F] + FWA [($52,250.00 - $5,112.19) x (1 + .045)9]+ 5,112.19 = $49,311.66 (1 + .05 + .0025)9] The market value adjustment is a $2,938.34 reduction of the accumulation value: ($2,938.34) = $49,311.66 - $52,250.00 Example II - Upward Market Value Adjustment A surrender results in an upward market value adjustment when interest rates have decreased. Assume after one year, IDS Life is crediting 4 percent for a new subaccount with a 9-year guarantee period. If the owner totally surrenders the subaccount, the market adjusted value is: [(AVc - FWA) x F] + FWA [$52,250.00 - $5,112.19) x (1 + .045)9] + $5,112.19 = $53,277.18 (1 + .04 + .0025)9] The market value adjustment is a $1,027.18 increase of the accumulation value: $1,027.18 = $53,277.18 - $52,250.00 PAGE 43 IDS Life Financial Information The financial statements shown below are those of the insurance company and not those of any other entity. They are included in the prospectus for the purpose of informing investors as to the financial condition of the insurance company and its ability to carry out its obligations under its variable contracts. IDS LIFE INSURANCE COMPANY CONSOLIDATED BALANCE SHEETS Dec. 31, Dec. 31, ASSETS 1995 1994 (thousands) Investments: Fixed maturities: Held to maturity, at amortized cost (Fair value: 1995, $11,878,377; 1994 $10,694,800) $11,257,591 $11,269,861 Available for sale, at fair value (Amortized cost: 1995, $10,146,136; 1994 $8,459,128) 10,516,212 8,017,555 Mortgage loans on real estate (Fair value: 1995, $3,184,666; 1994, $2,342,520) 2,945,495 2,400,514 Policy loans 424,019 381,912 Other investments 146,894 51,795 Total investments 25,290,211 22,121,637 Cash and cash equivalents 72,147 267,774 Receivables: Reinsurance 114,387 80,304 Amounts due from brokers - 7,933 Other accounts receivable 33,667 49,745 Premiums due 5,441 1,594 Total receivables 153,495 139,576 Accrued investment income 348,008 317,510 Deferred policy acquisition costs 2,025,725 1,865,324 Deferred income taxes - 124,061 Other assets 36,410 30,426 Separate account assets 14,974,082 10,881,235 Total assets $42,900,078 $35,747,543 ========== ========== PAGE 44 IDS LIFE INSURANCE COMPANY CONSOLIDATED BALANCE SHEETS (continued) Dec. 31, Dec. 31, LIABILITIES AND STOCKHOLDER'S EQUITY 1995 1994 (thousands) Liabilities: Fixed annuities--future policy benefits $21,404,836 $19,361,979 Universal life-type insurance--future policy benefits 3,076,847 2,896,100 Traditional life insurance--future policy benefits 209,249 206,754 Disability income, health and long-term care insurance--future policy benefits 327,157 244,077 Policy claims and other policyholders' funds 56,323 50,068 Deferred income taxes 112,904 - Amounts due to brokers 121,618 226,737 Other liabilities 285,354 291,902 Separate account liabilities 14,974,082 10,881,235 Total liabilities 40,568,370 34,158,852 Stockholder's equity: Capital stock, $30 par value per share; 100,000 shares authorized, issued and outstanding 3,000 3,000 Additional paid-in capital 278,814 222,000 Net unrealized gain (loss) on investments 230,129 (275,708) Retained earnings 1,819,765 1,639,399 Total stockholder's equity 2,331,708 1,588,691 Total liabilities and stockholder's equity $42,900,078 $35,747,543 ========== ========== Commitments and contingencies (Note 6) See accompanying notes to consolidated financial statements. PAGE 45 IDS LIFE INSURANCE COMPANY CONSOLIDATED STATEMENTS OF INCOME Years ended Dec. 31, 1995 1994 1993 (thousands) Revenues: Premiums: Traditional life insurance $ 50,193 $ 48,184 $ 48,137 Disability income and long-term care insurance 111,337 96,456 79,108 Total premiums 161,530 144,640 127,245 Policyholder and contractholder charges 256,454 219,936 184,205 Management and other fees 215,581 164,169 120,139 Net investment income 1,907,309 1,781,873 1,783,219 Net realized loss on investments (4,898) (4,282) (6,737) Total revenues 2,535,976 2,306,336 2,208,071 Benefits and expenses: Death and other benefits - Traditional life insurance 29,528 28,263 32,136 Death and other benefits - Universal life-type insurance and investment contracts 71,691 52,027 49,692 Death and other benefits - Disability income, health and long-term care insurance 16,259 13,393 13,148 Increase (decrease) in liabilities for future policy benefits: Traditional life insurance (1,315) (3,229) (4,513) Disability income, health and long-term care insurance 51,279 37,912 32,528 Interest credited on universal life-type insurance and investment contracts 1,315,989 1,174,985 1,218,647 Amortization of deferred policy acquisition costs 280,121 280,372 211,733 Other insurance and operating expenses 211,642 210,101 241,974 Total benefits and expenses 1,975,194 1,793,824 1,795,345 Income before income taxes 560,782 512,512 412,726 Income taxes 195,842 176,343 142,647 Net income $ 364,940 $ 336,169 $ 270,079 ========= ========= ========= See accompanying notes to consolidated financial statements. PAGE 46 IDS LIFE INSURANCE COMPANY CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY Three years ended December 31, 1995 (thousands) Additional Net Unrealized Capital Paid-In Gain (Loss) on Retained Stock Capital Investments Earnings Total Balance, December 31, 1992 $3,000 $ 22,000 $ 214 $1,223,151 $1,248,365 Net income 270,079 270,079 Change in net unrealized gain (loss) on investments - - (100) - (100) Capital contribution from parent - 200,000 - - 200,000 Cash dividends - - - (25,000) (25,000) Balance, December 31, 1993 3,000 222,000 114 1,468,230 1,693,344 Net income - - - 336,169 336,169 Change in net unrealized gain (loss) on investments - - (275,822) - (275,822) Cash dividends - - - (165,000) (165,000) Balance, December 31, 1994 3,000 222,000 (275,708) 1,639,399 1,588,691 Net income - - - 364,940 364,940 Change in net unrealized gain (loss) on investments - - 505,837 - 505,837 Capital contribution from parent - 56,814 - - 56,814 Loss on reinsurance transaction with affiliate - - - (4,574) (4,574) Cash dividends - - - (180,000) (180,000) Balance, December 31, 1995 $3,000 $278,814 $230,129 $1,819,765 $2,331,708 ====== ======== ======== ========== ========== See accompanying notes to consolidated financial statements. PAGE 47 IDS LIFE INSURANCE COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS Years ended Dec. 31, 1995 1994 1993 (thousands) Cash flows from operating activities: Net income $ 364,940 $ 336,169 $ 270,079 Adjustments to reconcile net income to net cash provided by operating activities: Policy loans issuances, excluding universal life-type insurance: (46,011) (37,110) (35,886) Policy loan repayments, excluding universal life-type insurance 36,416 33,384 29,557 Change in reinsurance receivable (34,083) (25,006) (55,298) Change in other accounts receivable 16,078 (28,286) (1,364) Change in accrued investment income (30,498) (10,333) (22,057) Change in deferred policy acquisition costs, net (196,963) (192,768) (211,509) Change in liabilities for future policy benefits for traditional life, disability income, health and long-term care insurance 85,575 55,354 79,695 Change in policy claims and other policyholders' funds 6,255 5,552 (5,383) Change in deferred income taxes (33,810) (19,176) (44,237) Change in other liabilities (6,548) (122) 56,515 Amortization of premium (accretion of discount), net (22,528) 30,921 (27,438) Net loss on investments 4,898 4,282 6,737 Premiums related to universal life--type insurance 465,631 409,035 397,883 Surrenders and death benefits related to universal life--type insurance (306,600) (290,427) (255,133) Interest credited to account balances related to universal life--type insurance 162,222 150,955 156,885 Policyholder and contractholder charges, non-cash (140,506) (126,918) (115,140) Other, net 2 (8,974) (1,907) Net cash provided by operating activities $ 324,470 $ 286,532 $ 221,999 PAGE 48 IDS LIFE INSURANCE COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (continued) Years ended Dec. 31, 1995 1994 1993 (thousands) Cash flows from investing activities: Fixed maturities held to maturity: Purchases $(1,007,208) $ (879,740) $ - Maturities, sinking fund payments and calls 538,219 1,651,762 - Sales 332,154 58,001 - Fixed maturities available for sale: Purchases (2,452,181) (2,763,278) - Maturities, sinking fund payments and calls 861,545 1,234,401 - Sales 136,825 374,564 - Fixed maturities: Purchases - - (6,548,852) Maturities, sinking fund payments and calls - - 3,934,055 Sales - - 487,983 Other investments, excluding policy loans: Purchases (823,131) (634,807) (553,694) Sales 160,521 243,862 123,352 Change in amounts due from brokers 7,933 (2,214) 14,483 Change in amounts due to brokers (105,119) (124,749) 92,832 Net cash used in investing activities (2,350,442) (842,198) (2,449,841) Cash flows from financing activities: Activity related to investment contracts: Considerations received 3,723,894 3,157,778 2,843,668 Surrenders and death benefits (2,834,804) (3,311,965) (1,765,869) Interest credited to account balances 1,153,767 1,024,031 1,071,917 Policy loans issuances, universal life-type insurance (84,700) (78,239) (70,304) Policy loan repayments, universal life-type insurance 52,188 50,554 46,148 Capital contribution from parent - - 200,000 Cash dividend to parent (180,000) (165,000) (25,000) Net cash provided by financing activities 1,830,345 677,159 2,300,560 Net (decrease) increase in cash and cash equivalents (195,627) 121,493 72,718 Cash and cash equivalents at beginning of year 267,774 146,281 73,563 Cash and cash equivalents at end of year $ 72,147 $ 267,774 $ 146,281 ========== ========== ========== See accompanying notes to consolidated financial statements. PAGE 49 IDS LIFE INSURANCE COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ thousands) 1. Summary of significant accounting policies Nature of business IDS Life Insurance Company (the Company) is a stock life insurance company organized under the laws of the State of Minnesota. The Company is a wholly owned subsidiary of American Express Financial Corporation, which is a wholly owned subsidiary of American Express Company. The Company serves residents of all states except New York. IDS Life Insurance Company of New York is a wholly owned subsidiary of the Company and serves New York State residents. The Company also wholly owns American Enterprise Life Insurance Company, American Centurion Life Assurance Company (ACLAC), and American Partners Life Insurance Company. The Company's principal products are deferred annuities and universal life insurance, which are issued primarily to individuals. It offers single premium and annual premium deferred annuities on both a fixed and variable dollar basis. Immediate annuities are offered as well. The Company's insurance products include universal life (fixed and variable), whole life, single premium life and term products (including waiver of premium and accidental death benefits). The Company also markets disability income and long-term care insurance. The Company's principal annuity product in terms of amount in force is the fixed deferred annuity. The annuity contract guarantees a minimum interest rate during the accumulation period (the time before annuity payments begin), although the Company normally pays a higher rate reflective of current market rates. The fixed annuity provides for a surrender charge during the first seven to ten years after a purchase payment is made. The Company has also adopted a practice whereby the higher current rate is guaranteed for a specified period. The Company also offers a variable annuity product under the name Flexible Annuity. This is a fixed/variable annuity offering the purchasers a choice among mutual funds with portfolios of equities, bonds, managed assets and/or short-term securities, and the Company's general account, as the underlying investment vehicles. With respect to funds applied to the variable portion of the annuity, the purchaser, rather than the Company, assumes the investment risks and receives the rewards inherent in the ownership of the underlying investment. The Flexible Annuity provides for a surrender charge during the first six years after a purchase payment is made. The Company's principal insurance product is the flexible-premium, adjustable-benefit universal life insurance policy. In this type of insurance policy, each premium payment accumulates interest in a cash value account. The policyholder has access to the cash surrender value in whole or in part after the first year. The size of the cash value of the fund can also be controlled by the policyholder by increasing or decreasing premiums, subject only to PAGE 50 1. Summary of significant accounting policies (continued) maintaining a required minimum to keep the policy in force. Monthly deductions from the cash value of the policy are made for the cost of insurance, expense charges and any policy riders. Basis of presentation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, IDS Life Insurance Company of New York, American Enterprise Life Insurance Company, American Centurion Life Assurance Company and American Partners Life Insurance Company. All material intercompany accounts and transactions have been eliminated in consolidation. The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles which vary in certain respects from reporting practices prescribed or permitted by state insurance regulatory authorities. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Investments Fixed maturities that the Company has both the positive intent and the ability to hold to maturity are classified as held to maturity and carried at amortized cost. All other fixed maturities and all marketable equity securities are classified as available for sale and carried at fair value. Unrealized gains and losses on securities classified as available for sale are carried as a separate component of stockholder's equity. Management determines the appropriate classification of fixed maturities at the time of purchase and reevaluates the classification at each balance sheet date. Mortgage loans on real estate are carried principally at the unpaid principal balances of the related loans. Policy loans are carried at the aggregate of the unpaid loan balances which do not exceed the cash surrender values of the related policies. Other investments include interest rate caps, equity securities and real estate investments. When evidence indicates a decline, which is other than temporary, in the underlying value or earning power of individual investments, such investments are written down to the fair value by a charge to income. Equity securities are carried at market value and the related net unrealized appreciation or depreciation is reported as a credit or charge to stockholder's equity. Realized investment gain or loss is determined on an identified cost basis. PAGE 51 1. Summary of significant accounting policies (continued) Prepayments are anticipated on certain investments in mortgage- backed securities in determining the constant effective yield used to recognize interest income. Prepayment estimates are based on information received from brokers who deal in mortgage-backed securities. Statement of cash flows The Company considers investments with a maturity at the date of their acquisition of three months or less to be cash equivalents. These securities are carried principally at amortized cost which approximates fair value. Supplementary information to the consolidated statement of cash flows for the years ended Dec. 31 is summarized as follows: 1995 1994 1993 Cash paid during the year for: Income taxes $191,011 $226,365 $188,204 Interest on borrowings 5,524 1,553 2,661 Recognition of profits on fixed annuity contracts and insurance policies The Company issues single premium deferred annuity contracts that provide for a service fee (surrender charge) at annually decreasing rates upon withdrawal of the annuity accumulation value by the contract owner. No sales fee is deducted from the contract considerations received on these contracts ("no load" annuities). All of the Company's single premium deferred annuity contracts provide for crediting the contract owners' accumulations at specified rates of interest. Such rates are revised by the Company from time to time based on changes in the market investment yield rates for fixed-income securities. Profits on single premium deferred annuities and installment annuities are recognized by the Company over the lives of the contracts and represent the excess of investment income earned from investment of contract considerations over interest credited to contract owners and other expenses. The retrospective deposit method is used in accounting for universal life-type insurance. This method recognizes profits over the lives of the policies in proportion to the estimated gross profits expected to be realized. Premiums on traditional life, disability income, health and long- term care insurance policies are recognized as revenue when collected or due, and related benefits and expenses are associated with premium revenue in a manner that results in recognition of profits over the lives of the insurance policies. This association is accomplished by means of the provision for future policy benefits and the deferral and subsequent amortization of policy acquisition costs. PAGE 52 1. Summary of significant accounting policies (continued) Deferred policy acquisition costs The costs of acquiring new business, principally sales compensation, policy issue costs, underwriting and certain sales expenses, have been deferred on insurance and annuity contracts. The deferred acquisition costs for single premium deferred annuities and installment annuities are amortized based upon surrender charge revenue and a portion of the excess of investment income earned from investment of the contract considerations over the interest credited to contract owners. The costs for universal life-type insurance are amortized over the lives of the policies as a percentage of the estimated gross profits expected to be realized on the policies. For traditional life, disability income, health and long-term care insurance policies, the costs are amortized over an appropriate period in proportion to premium revenue. Liabilities for future policy benefits Liabilities for universal life-type insurance, single premium deferred annuities and installment annuities are accumulation values. Liabilities for fixed annuities in a benefit status are based on the Progressive Annuity Table with interest at 5 percent, the 1971 Individual Annuity Table with interest at 7 percent or 8.25 percent, or the 1983a Table with various interest rates ranging from 5.5 percent to 9.5 percent, depending on year of issue. Liabilities for future benefits on traditional life insurance have been computed principally by the net level premium method, based on anticipated rates of mortality (approximating the 1965-1970 Select and Ultimate Basic Table for policies issued after 1980 and the 1955-1960 Select and Ultimate Basic Table for policies issued prior to 1981 and the 1975-1980 Select and Ultimate Basic Table for term insurance policies issued after 1984), policy persistency derived from Company experience data (first year rates ranging from approximately 70 percent to 90 percent and increasing rates thereafter), and estimated future investment yields of 4 percent for policies issued before 1974 and 5.25 percent for policies issued from 1974 to 1980. Cash value plans issued in 1980 and later assume future investment rates that grade from 9.5 percent to 5 percent over 20 years. Term insurance issued from 1981 to 1984 assumes an 8 percent level investment rate, term insurance issued from 1985-1993 assumes investment rates that grade from 10 percent to 6 percent over 20 years and term insurance issued after 1993 assumes investment rates that grade from 8 percent to 6.5 percent over 7 years. Liabilities for future disability income policy benefits have been computed principally by the net level premium method, based on the 1964 Commissioners Disability Table with the 1958 Commissioners Standard Ordinary Mortality Table at 3 percent interest for persons disabled in 1980 and prior, 8 percent interest for persons disabled from 1981 to 1991, 7 percent interest for persons disabled in 1992 and 6 percent interest for persons disabled after 1992. PAGE 53 1. Summary of significant accounting policies (continued) Liabilities for future benefits on long-term care insurance have been computed principally by the net level premium method, using morbidity rates based on the 1985 National Nursing Home Survey and mortality rates based on the 1983a Table. The interest rate basis is 9.5 percent grading to 7 percent over ten years for policies issued from 1989 to 1992, 7.75 percent grading to 7 percent over four years for policies issued after 1992, 8 percent for claims incurred in 1989 to 1991, 7 percent for claims incurred in 1992 and 6 percent for claims incurred after 1992. Reinsurance The maximum amount of life insurance risk retained by the Company on any one life is $750 of life and waiver of premium benefits plus $50 of accidental death benefits. The maximum amount of disability income risk retained by the Company on any one life is $6 of monthly benefit for benefit periods longer than three years. The excesses are reinsured with other life insurance companies on a yearly renewable term basis. Graded premium whole life and long- term care policies are primarily reinsured on a coinsurance basis. Federal income taxes The Company's taxable income is included in the consolidated federal income tax return of American Express Company. The Company provides for income taxes on a separate return basis, except that, under an agreement between American Express Financial Corporation and American Express Company, tax benefit is recognized for losses to the extent they can be used on the consolidated tax return. It is the policy of American Express Financial Corporation to reimburse a subsidiary for any tax benefit. Included in other liabilities at Dec. 31, 1995 is $13,415 payable to American Express Financial Corporation for federal income taxes. Included in other receivables at Dec. 31, 1994 is $22,034 receivable from American Express Financial Corporation for federal income taxes. Separate account business The separate account assets and liabilities represent funds held for the exclusive benefit of the variable annuity and variable life insurance contract owners. The Company receives investment management and mortality and expense assurance fees from the variable annuity and variable life insurance mutual funds and separate accounts. The Company also deducts a monthly cost of insurance charge and receives a minimum death benefit guarantee fee and issue and administrative fee from the variable life insurance separate accounts. The Company makes contractual mortality assurances to the variable annuity contract owners that the net assets of the separate accounts will not be affected by future variations in the actual life expectancy experience of the annuitants and the beneficiaries from the mortality assumptions implicit in the annuity contracts. PAGE 54 1. Summary of significant accounting policies (continued) The Company makes periodic fund transfers to, or withdrawals from, the separate accounts for such actuarial adjustments for variable annuities that are in the benefit payment period. The Company guarantees, for the variable life insurance policyholders, the contractual insurance rate and that the death benefit will never be less than the death benefit at the date of issuance. Accounting changes The Financial Accounting Standards Board's (FASB) SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long- Lived Assets to Be Disposed Of," is effective January 1, 1996. The new rule is not expected to have a material impact on the Company's results of operations or financial condition. The Company's adoption of SFAS No. 114 as of January 1, 1995 is discussed in Note 2. The Company adopted SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities." The effect of adopting the new rule was to increase stockholder's equity by approximately $181 million, net of tax, as of January 1, 1994, but the adoption had no impact on the Company's net income. Reclassification Certain 1994 and 1993 amounts have been reclassified to conform to the 1995 presentation. 2. Investments Fair values of investments in fixed maturities represent quoted market prices and estimated values when quoted prices are not available. Estimated values are determined by established procedures involving, among other things, review of market indices, price levels of current offerings of comparable issues, price estimates and market data from independent brokers and financial files. Net realized gain (loss) on investments for the years ended Dec. 31 is summarized as follows: 1995 1994 1993 Fixed maturities $ 9,973 $(1,575) $ 20,583 Mortgage loans (13,259) (3,013) (25,056) Other investments (1,612) 306 (2,264) $ (4,898) $(4,282) $ (6,737) Changes in net unrealized appreciation (depreciation) of investments for the years ended Dec. 31 are summarized as follows: PAGE 55 2. Investments (continued) 1995 1994 1993 Fixed maturities: Held to maturity $1,195,847 $(1,329,740) $ -- Available for sale 811,649 (720,449) -- Investment securities -- -- 323,060 Equity securities 3,118 (2,917) (156) The amortized cost, gross unrealized gains and losses and fair values of investments in fixed maturities and equity securities at Dec. 31, 1995 are as follows: Gross Gross Amortized Unrealized Unrealized Fair Held to maturity Cost Gains Losses Value U.S. Government agency obligations $ 64,523 $ 3,919 $ -- $ 68,442 State and municipal obligations 11,936 362 32 12,266 Corporate bonds and obligations 8,921,431 620,327 36,786 9,504,972 Mortgage-backed securities 2,259,701 42,684 9,688 2,292,697 $11,257,591 $667,292 $46,506 $11,878,377 Gross Gross Amortized Unrealized Unrealized Fair Available for sale Cost Gains Losses Value U.S. Government agency obligations $ 84,082 $ 3,248 $ 50 $ 87,280 State and municipal obligations 11,020 1,476 -- 12,496 Corporate bonds and obligations 2,514,308 186,596 3,451 2,697,453 Mortgage-backed securities 7,536,726 206,288 24,031 7,718,983 Total fixed maturities 10,146,136 397,608 27,532 10,516,212 Equity securities 3,156 361 -- 3,517 $10,149,292 $397,969 $27,532 $10,519,729 The amortized cost, gross unrealized gains and losses and fair values of investments in fixed maturities and equity securities at Dec. 31, 1994 are as follows: Gross Gross Amortized Unrealized Unrealized Fair Held to maturity Cost Gains Losses Value U.S. Government agency obligations $ 21,500 $ 43 $ 4,372 $ 17,171 State and municipal obligations 9,687 132 -- 9,819 Corporate bonds and obligations 8,806,707 100,468 459,568 8,447,607 Mortgage-backed securities 2,431,967 10,630 222,394 2,220,203 $11,269,861 $111,273 $686,334 $10,694,800 Gross Gross Amortized Unrealized Unrealized Fair Available for sale Cost Gains Losses Value U.S. Government agency obligations $ 128,093 $ 756 $ 1,517 $ 127,332 State and municipal obligations 11,008 702 -- 11,710 Corporate bonds and obligations 1,142,321 24,166 7,478 1,159,009 Mortgage-backed securities 7,177,706 9,514 467,716 6,719,504 Total fixed maturities 8,459,128 35,138 476,711 8,017,555 Equity securities 4,663 -- 2,757 1,906 $8,463,791 $ 35,138 $479,468 $ 8,019,461 PAGE 56 2. Investments (continued) The amortized cost and fair value of investments in fixed maturities at Dec. 31, 1995 by contractual maturity are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Amortized Fair Held to maturity Cost Value Due in one year or less $ 268,363 $ 272,808 Due from one to five years 1,692,030 1,783,047 Due from five to ten years 5,467,302 5,833,309 Due in more than ten years 1,570,195 1,696,516 Mortgage-backed securities 2,259,701 2,292,697 $11,257,591 $11,878,377 Amortized Fair Available for sale Cost Value Due in one year or less $ 118,996 $ 120,019 Due from one to five years 849,800 913,175 Due from five to ten years 1,301,191 1,397,237 Due in more than ten years 339,423 366,798 Mortgage-backed securities 7,536,726 7,718,983 $10,146,136 $10,516,212 During the year ended Dec. 31, 1995, fixed maturities classified as held to maturity were sold with proceeds of $332,154 and gross realized gains and losses on such sales were $14,366 and $15,720, respectively. The sale of these fixed maturities was due to significant deterioration in the issuers' creditworthiness. As a result of adopting the FASB Special Report, "A Guide to Implementation of Statement 115 on Accounting for Certain Investments in Debt and Equity Securities," the Company reclassified securities with a book value of $91,760 and net unrealized gains of $881 from held to maturity to available for sale in December 1995. In addition, fixed maturities available for sale were sold during 1995 with proceeds of $136,825 and gross realized gains and losses on such sales were $nil and $5,781, respectively. During the year ended Dec. 31, 1994, fixed maturities classified as held to maturity were sold with proceeds of $58,001 and gross realized gains and losses on such sales were $226 and $3,515, respectively. The sale of these fixed maturities was due to significant deterioration in the issuers' creditworthiness. In addition, fixed maturities available for sale were sold during 1994 with proceeds of $374,564 and gross realized gains and losses on such sales were $1,861 and $7,602, respectively. At Dec. 31, 1995, bonds carried at $12,761 were on deposit with various states as required by law. Net investment income for the years ended Dec. 31 is summarized as follows: PAGE 57 2. Investments (continued) 1995 1994 1993 Interest on fixed maturities $1,656,136 $1,556,756 $1,589,802 Interest on mortgage loans 232,827 196,521 175,063 Other investment income 35,936 38,366 29,345 Interest on cash equivalents 5,363 6,872 2,137 1,930,262 1,798,515 1,796,347 Less investment expenses 22,953 16,642 13,128 $1,907,309 $1,781,873 $1,783,219 At Dec. 31, 1995, investments in fixed maturities comprised 86 percent of the Company's total invested assets. These securities are rated by Moody's and Standard & Poor's (S&P), except for securities carried at approximately $2.3 billion which are rated by American Express Financial Corporation internal analysts using criteria similar to Moody's and S&P. A summary of investments in fixed maturities, at amortized cost, by rating on Dec. 31 is as follows: Rating 1995 1994 Aaa/AAA $ 9,907,664 $ 9,708,047 Aaa/AA 3,112 -- Aa/AA 279,403 242,914 Aa/A 154,846 119,952 A/A 3,104,122 2,567,947 A/BBB 871,782 725,755 Baa/BBB 4,417,654 3,849,188 Baa/BB 657,633 796,063 Below investment grade 2,007,511 1,719,123 $21,403,727 $19,728,989 At Dec. 31, 1995, 95 percent of the securities rated Aaa/AAA are GNMA, FNMA and FHLMC mortgage-backed securities. No holdings of any other issuer are greater than 1 percent of the Company's total investments in fixed maturities. At Dec. 31, 1995, approximately 11.6 percent of the Company's invested assets were mortgage loans on real estate. Summaries of mortgage loans by region of the United States and by type of real estate at Dec. 31, 1995 and 1994 are as follows: Dec. 31, 1995 Dec. 31, 1994 On Balance Commitments On Balance Commitments Region Sheet to Purchase Sheet to Purchase East North Central $ 720,185 $ 67,206 $ 581,142 $ 62,291 West North Central 303,113 34,411 257,996 7,590 South Atlantic 732,529 111,967 597,896 63,010 Middle Atlantic 508,634 37,079 408,940 34,478 New England 244,816 40,452 209,867 23,087 Pacific 168,272 23,161 138,900 -- West South Central 61,860 27,978 50,854 -- East South Central 58,462 10,122 67,503 -- Mountain 184,964 16,774 122,668 18,750 2,982,835 369,150 2,435,766 209,206 Less allowance for losses 37,340 -- 35,252 -- $2,945,495 $369,150 $2,400,514 $209,206 PAGE 58 2. Investments (continued) Dec. 31, 1995 Dec. 31, 1994 On Balance Commitments On Balance Commitments Property type Sheet to Purchase Sheet to Purchase Apartments $1,038,446 $ 84,978 $ 904,012 $ 56,964 Department/retail stores 985,660 134,538 802,522 88,325 Office buildings 464,381 62,664 321,761 21,691 Industrial buildings 255,469 22,721 232,962 18,827 Nursing/retirement homes 80,864 4,378 89,304 4,649 Mixed Use 53,169 -- -- -- Hotels/motels 31,335 48,816 32,666 -- Medical buildings 57,772 2,495 36,490 15,651 Other 15,739 8,560 16,049 3,099 2,982,835 369,150 2,435,766 209,206 Less allowance for losses 37,340 -- 35,252 -- $2,945,495 $369,150 $2,400,514 $209,206 Mortgage loan fundings are restricted by state insurance regulatory authorities to 80 percent or less of the market value of the real estate at the time of origination of the loan. The Company holds the mortgage document, which gives the right to take possession of the property if the borrower fails to perform according to the terms of the agreement. The fair value of the mortgage loans is determined by a discounted cash flow analysis using mortgage interest rates currently offered for mortgages of similar maturities. Commitments to purchase mortgages are made in the ordinary course of business. The fair value of the mortgage commitments is $nil. As of January 1, 1995, the Company adopted Statement of Financial Accounting Standards No. 114, "Accounting by Creditors for Impairment of a Loan" (SFAS No. 114), as amended by Statement of Financial Accounting Standards No. 118, "Accounting by Creditors for Impairment of a Loan - Income Recognition and Disclosures". The adoption of the new rules did not have a material impact on the Company's results of operations or financial condition. SFAS No. 114 applies to all loans except for smaller-balance homogeneous loans, that are collectively evaluated for impairment. Impairment is measured as the excess of the loan's recorded investment over its present value of expected principal and interest payments discounted at the loan's effective interest rate, or the fair value of collateral. The amount of the impairment is recorded as a reserve for investment losses. Based on management's judgment as to the ultimate collectibility of principal, interest payments received are either recognized as income or applied to the recorded investment in the loan until it has been recovered. Once the recorded investment has been recovered, any additional payments are recognized as interest income. The reserve for investment losses is maintained at a level that management believes is adequate to absorb estimated credit losses in the portfolio. The level of the reserve account is determined based on several factors, including historical experience, expected future principal and interest payments, estimated collateral values, and current and anticipated economic and political conditions. Management regularly evaluates the adequacy of the reserve for investment losses. PAGE 59 2. Investments (continued) At Dec. 31, 1995, the Company's recorded investment in impaired loans was $83,874 with a reserve of $19,307. During the year, the average recorded investment in impaired loans was $74,567. The Company recognized $5,014 of interest income related to impaired loans for the year ended Dec. 31, 1995. The following table presents changes in the reserve for investment losses related to all loans: 1995 Balance, January 1 $35,252 Provision for investment losses 15,900 Sales of related loans (6,600) Loan payoffs (5,300) Other (1,912) Balance, Dec. 31 $37,340 At Dec. 31, 1995, the Company had commitments to purchase real estate investments for $54,897. Commitments to purchase real estate investments are made in the ordinary course of business. The fair value of these commitments is $nil. 3. Income taxes The Company qualifies as a life insurance company for federal income tax purposes. As such, the Company is subject to the Internal Revenue Code provisions applicable to life insurance companies. Income tax expense consists of the following: 1995 1994 1993 Federal income taxes: Current $218,040 $186,508 $180,558 Deferred (33,810) (19,175) (44,237) 184,230 167,333 136,321 State income taxes-current 11,612 9,010 6,326 Income tax expense $195,842 $176,343 $142,647 Increases (decreases) to the federal tax provision applicable to pretax income based on the statutory rate are attributable to: PAGE 60 3. Income taxes (continued) 1995 1994 1993 Provision Rate Provision Rate Provision Rate Federal income taxes based on the statutory rate $196,274 35.0% $179,379 35.0% $144,454 35.0% Increases (decreases) are attributable to: Tax-excluded interest and dividend income (8,524) (1.5) (9,939) (2.0) (11,002) (2.7) Other, net (3,520) (0.6) (2,107) (0.4) 2,869 0.7 Federal income taxes $184,230 32.9% $167,333 32.6% $136,321 33.0% A portion of life insurance company income earned prior to 1984 was not subject to current taxation but was accumulated, for tax purposes, in a policyholders' surplus account. At Dec. 31, 1995, the Company had a policyholders' surplus account balance of $20,114. The policyholder's surplus account balance increased in 1995 due to the acquisition of ACLAC. The policyholders' surplus account is only taxable if dividends to the stockholder exceed the stockholder's surplus account or if the Company is liquidated. Deferred income taxes of $7,040 have not been established because no distributions of such amounts are contemplated. Significant components of the Company's deferred tax assets and liabilities as of Dec. 31 are as follows: 1995 1994 Deferred tax assets: Policy reserves $ 600,176 $533,433 Investments -- 116,736 Life insurance guarantee fund assessment reserve 26,785 32,235 Total deferred tax assets 626,961 682,404 Deferred tax liabilities: Derred policy acquisition costs 590,762 553,722 Investments 146,805 -- Other 2,298 4,621 Total deferred tax liabilities 739,865 558,343 Net deferred tax assets (liabilities) $(112,904) $124,061 The Company is required to establish a valuation allowance for any portion of the deferred tax assets that management believes will not be realized. In the opinion of management, it is more likely than not that the Company will realize the benefit of the deferred tax assets, and, therefore, no such valuation allowance has been established. PAGE 61 4. Stockholder's equity During 1995, the Company received a $39,700 capital contribution from its parent, American Express Financial Corporation, in the form of investments in fixed maturities and mortgage loans. In addition, effective January 1, 1995, the Company began consolidating the financial results of ACLAC. This change reflected the transfer of ownership of ACLAC from Amex Life Assurance Company (Amex Life), a former affiliate, to the Company prior to the sale of Amex Life to an unaffiliated third party on October 2, 1995. This transfer of ownership to the Company has been reflected as a capital contribution of $17,114 in the accompanying financial statements. The effect of this change in reporting entity was not significant and prior periods have not been restated. As discussed in Note 5, the Company entered into a reinsurance agreement with Amex Life during 1995. As a result of this transaction, a loss of $4,574 was realized and reported as a direct charge to retained earnings. Retained earnings available for distribution as dividends to the parent are limited to the Company's surplus as determined in accordance with accounting practices prescribed by state insurance regulatory authorities. Statutory unassigned surplus aggregated $1,103,993 as of Dec. 31, 1995 and $1,020,981 as of Dec. 31, 1994 (see Note 3 with respect to the income tax effect of certain distributions). In addition, any dividend distributions in 1996 in excess of approximately $290,988 would require approval of the Department of Commerce of the State of Minnesota. Statutory net income for the years ended Dec. 31 and capital and surplus as of Dec. 31 are summarized as follows: 1995 1994 1993 Statutory net income $ 326,799 $ 294,699 $ 275,015 Statutory capital and surplus 1,398,649 1,261,958 1,157,022 Dividends paid to American Express Financial Corporation were $180,000 in 1995, $165,000 in 1994, and $25,000 in 1993. 5. Related party transactions The Company has loaned funds to American Express Financial Corporation under two loan agreements. The balance of the first loan was $25,800 and $40,000 at Dec. 31, 1995 and 1994, respectively. This loan can be increased to a maximum of $75,000 and pays interest at a rate equal to the preceding month's effective new money rate for the Company's permanent investments. It is collateralized by equities valued at $122,978 at Dec. 31, 1995. The second loan was used to fund the construction of the IDS Operations Center. This loan was paid off during 1994. The loan was secured by a first lien on the IDS Operations Center property and had an interest rate of 9.89 percent. The Company also had a loan to an affiliate which was used to fund construction of the IDS Learning Center. This loan was sold to the American Express PAGE 62 5. Related party transactions (continued) Financial Corporation during 1994. The loan was secured by a first lien on the IDS Learning Center property and had an interest rate of 9.82 percent. Interest income on the above loans totaled $1,371, $2,894 and $11,116 in 1995, 1994 and 1993, respectively. The Company purchased a five year secured note from an affiliated company which had an outstanding balance of $19,444 and $23,333 at Dec. 31, 1995 and 1994, respectively. The note bears a fixed rate of 8.42 percent. Interest income on the above note totaled $1,937, $2,278 and $2,605 in 1995, 1994 and 1993, respectively. The Company has a reinsurance agreement whereby it assumed 100 percent of a block of single premium life insurance business from Amex Life. The accompanying consolidated balance sheets at Dec. 31, 1995 and 1994 include $764,663 and $765,366, respectively, of future policy benefits related to this agreement. The Company has a reinsurance agreement to cede 50 percent of its long-term care insurance business to Amex Life. The accompanying consolidated balance sheets at Dec. 31, 1995 and 1994 include $95,484 and $65,123, respectively, of reinsurance receivables related to this agreement. Premiums ceded amounted to $25,553, $20,360 and $16,230 and reinsurance recovered from reinsurers amounted to $760, $62 and $404 for the years ended Dec. 31, 1995, 1994 and 1993, respectively. The Company has a reinsurance agreement to assume deferred annuity contracts from Amex Life. At October 1, 1995 a $803,618 block of deferred annuities and $28,327 of deferred policy acquisition costs were transferred to the Company. The accompanying consolidated balance sheet at Dec. 31, 1995 includes $828,298 of future policy benefits related to this agreement. Until July 1, 1995 the Company participated in the IDS Retirement Plan of American Express Financial Corporation which covered all permanent employees age 21 and over who had met certain employment requirements. Effective July 1, 1995, the IDS Retirement Plan was merged with American Express Company's American Express Retirement Plan, which simultaneously was amended to include a cash balance formula and a lump sum distribution option. Employer contributions to the plan are based on participants' age, years of service and total compensation for the year. Funding of retirement costs for this plan complies with the applicable minimum funding requirements specified by ERISA. The Company's share of the total net periodic pension cost was $nil in 1995, 1994 and 1993. The Company also participates in defined contribution pension plans of American Express Company which cover all employees who have met certain employment requirements. Company contributions to the plans are a percent of either each employee's eligible compensation or basic contributions. Costs of these plans charged to operations in 1995, 1994 and 1993 were $815, $957 and $2,008, respectively. PAGE 63 5. Related party transactions (continued) The Company participates in defined benefit health care plans of American Express Financial Corporation that provide health care and life insurance benefits to retired employees and retired financial advisors. The plans include participant contributions and service related eligibility requirements. Upon retirement, such employees are considered to have been employees of American Express Financial Corporation. American Express Financial Corporation expenses these benefits and allocates the expenses to its subsidiaries. Accordingly, costs of such benefits to the Company are included in employee compensation and benefits and cannot be identified on a separate company basis. At Dec. 31, 1995 and 1994, the total accumulated post retirement benefit obligation has been recorded as a liability by American Express Financial Corporation. Charges by American Express Financial Corporation for use of joint facilities, marketing services and other services aggregated $377,139, $335,183, and $243,346 for 1995, 1994 and 1993, respectively. Certain of these costs are included in deferred policy acquisition costs. In addition, the Company rents its home office space from American Express Financial Corporation on an annual renewable basis. 6. Commitments and contingencies At Dec. 31, 1995 and 1994, traditional life insurance and universal life-type insurance in force aggregated $59,683,532 and $52,666,567, respectively, of which $3,771,204 and $3,246,608 were reinsured at the respective year ends. The Company also reinsures a portion of the risks assumed under disability income policies. Under the agreements, premiums ceded to reinsurers amounted to $29,146, $29,489 and $28,276 and reinsurance recovered from reinsurers amounted to $5,756, $5,505, and $3,345 for the years ended Dec. 31, 1995, 1994 and 1993. Reinsurance contracts do not relieve the Company from its primary obligation to policyholders. The Company is a defendant in various lawsuits, none of which, in the opinion of Company counsel, will result in a material liability. The IRS has completed its audit of the Company's 1987 through 1989 tax years. The Company is currently contesting one issue at the IRS Appeals Level. Management does not believe there will be a material impact as a result of this audit. 7. Lines of credit The Company has available lines of credit with three banks aggregating $100,000 at 40 to 80 basis points over the banks' cost of funds or equal to the prime rate, depending on which line of credit agreement is used. Borrowings outstanding under these agreements were $nil at Dec. 31, 1995 and 1994, respectively. PAGE 64 8. Derivative financial instruments The Company enters into transactions involving derivative financial instruments to manage its exposure to interest rate risk, including hedging specific transactions. The Company manages risks associated with these instruments as described below. The Company does not hold derivative instruments for trading purposes. Market risk is the possibility that the value of the derivative financial instruments will change due to fluctuations in a factor from which the instrument derives its value, primarily an interest rate. The Company is not impacted by market risk related to derivatives held for non-trading purposes beyond that inherent in cash market transactions. Derivatives held for purposes other than trading are largely used to manage risk and, therefore, the cash flow and income effects of the derivatives are inverse to the effects of the underlying transactions. Credit risk is the possibility that the counterparty will not fulfill the terms of the contract. The Company monitors credit exposure related to derivative financial instruments through established approval procedures, including setting concentration limits by counterparty and industry, and requiring collateral, where appropriate. A vast majority of the Company's counterparties are rated A or better by Moody's and Standard & Poor's. The notional or contract amount of a derivative financial instrument is generally used to calculate the cash flows that are received or paid over the life of the agreement. Notional amounts are not recorded on the balance sheet. Notional amounts far exceed the related credit exposure. Credit exposure related to interest rate caps is measured by the replacement cost of the contracts. The replacement cost represents the fair value of the instruments. Financial futures contracts are settled in cash daily. Notional Carrying Fair Total Credit Dec. 31, 1995 Amount Value Value Exposure Assets: Interest rate caps $5,100,000 $26,680 $ 8,366 $ 8,366 Dec. 31, 1994 Assets: Financial futures contracts $ 159,800 $ 2,072 $ 2,072 $ -- Interest rate caps 4,400,000 29,054 42,365 42,365 $4,559,800 $31,126 $44,437 $42,365 The fair values of derivative financial instruments are based on market values, dealer quotes or pricing models. The financial futures contracts expired in 1995. The interest rate caps expire on various dates from 1996 to 2000. PAGE 65 8. Derivative financial instruments (continued) Financial futures contracts and interest rate caps are used principally to manage the Company's exposure to rising interest rates. These instruments are used primarily to protect the margin between interest rates earned on investments and the interest rates credited to related annuity contract holders. Changes in the fair value of financial futures contracts are accounted for as adjustments to the carrying amount of the hedged investments and amortized over the remaining lives of such investments. The cost of interest rate caps is amortized to interest expense over the life of the contracts and payments received as a result of these agreements are recorded as a reduction of interest expense when realized. The amortized cost of interest rate cap contracts is included in other investments. 9. Fair values of financial instruments The Company discloses fair value information for most on- and off-balance sheet financial instruments for which it is practical to estimate that value. Fair values of life insurance obligations, receivables and all non-financial instruments, such as deferred acquisition costs are excluded. Off-balance sheet intangible assets, such as the value of the field force, are also excluded. Management believes the value of excluded assets is significant. The fair value of the Company, therefore, cannot be estimated by aggregating the amounts presented. 1995 1994 Carrying Fair Carrying Fair Financial Assets Value Value Value Value Investments: Fixed maturities (Note 2): Held to maturity $11,257,591 $11,878,377 $11,269,861 $10,694,800 Available for sale 10,516,212 10,516,212 8,017,555 8,017,555 Mortgage loans on real estate (Note 2) 2,945,495 3,184,666 2,400,514 2,342,520 Other: Equity securities (Note 2) 3,517 3,517 1,906 1,906 Derivative financial instruments (Note 8) 26,680 8,366 31,126 44,437 Other 52,182 52,182 -- -- Cash and cash equivalents (Note 1) 72,147 72,147 267,774 267,774 Separate account assets (Note 1) 14,974,082 14,974,082 10,881,235 10,881,235 Financial Liabilities Future policy benefits for fixed annuities 20,259,265 19,603,114 18,325,870 17,651,897 Separate account liabilities 14,208,619 13,665,636 10,398,861 9,943,672 At Dec. 31, 1995 and 1994, the carrying amount and fair value of future policy benefits for fixed annuities exclude life insurance-related contracts carried at $1,070,598 and $971,897, respectively, and policy loans of $74,973 and $64,212, respectively. The fair value of these benefits is based on the status of the annuities at Dec. 31, 1995 and 1994. The fair value of deferred annuities is estimated as the carrying amount less any PAGE 66 9. Fair values of financial instruments (continued) applicable surrender charges and related loans. The fair value for annuities in non-life contingent payout status is estimated as the present value of projected benefit payments at rates appropriate for contracts issued in 1995 and 1994. At Dec. 31, 1995 and 1994, the fair value of liabilities related to separate accounts is estimated as the carrying amount less any applicable surrender charges and less variable insurance contracts carried at $765,463 and $482,374, respectively. 10. Segment information The Company's operations consist of two business segments; first, individual and group life insurance, disability income, health and long-term care insurance, and second, annuity products designed for individuals, pension plans, small businesses and employer-sponsored groups. The consolidated condensed statements of income for the years ended Dec. 31, 1995, 1994 and 1993 and total assets at Dec. 31, 1995, 1994 and 1993 by segment are summarized as follows: 1995 1994 1993 Net investment income: Life, disability income, health and long-term care insurance $ 256,242 $ 247,047 $ 250,224 Annuities 1,651,067 1,534,826 1,532,995 $ 1,907,309 $ 1,781,873 $ 1,783,219 Premiums, charges and fees: Life, disability income, health and long-term care insurance $ 384,008 $ 335,375 $ 287,713 Annuities 249,557 193,370 143,876 $ 633,565 $ 528,745 $ 431,589 Income before income taxes: Life, disability income, health and long-term care insurance $ 125,402 $ 122,677 $ 104,127 Annuities 440,278 394,117 315,336 Net loss on investments (4,898) (4,282) (6,737) $ 560,782 $ 512,512 $ 412,726 Total assets: Life, disability income, health and long-term care insurance $ 6,195,870 $ 5,269,188 $ 4,810,145 Annuities 36,704,208 30,478,355 28,247,608 $42,900,078 $35,747,543 $33,057,753 Allocations of net investment income and certain general expenses are based on various assumptions and estimates. Assets are not individually identifiable by segment and have been allocated principally based on the amount of future policy benefits by segment. Capital expenditures and depreciation expense are not material, and consequently, are not reported. PAGE 67 Report of Independent Auditors The Board of Directors IDS Life Insurance Company We have audited the accompanying consolidated balance sheets of IDS Life Insurance Company (a wholly owned subsidiary of American Express Financial Corporation) as of December 31, 1995 and 1994, and the related consolidated statements of income, stockholder's equity and cash flows for each of the three years in the period ended December 31, 1995. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. 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. 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 consolidated financial position of IDS Life Insurance Company at December 31, 1995 and 1994, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 1995, in conformity with generally accepted accounting principles. As discussed in Note 1 to the consolidated financial statements, the Company changed its method of accounting for certain investments in debt and equity securities in 1994. February 2, 1996 Minneapolis, Minnesota PAGE 68 PART II. INFORMATION NOT REQUIRED IN PROSPECTUS Item 13. Other Expenses of Issuance and Distribution. The expenses of the issuance and distribution of the interests in the IDS Life Account MGA of IDS Life Insurance Company to be registered, other than commissions on sales of the Contracts, are to be borne by the registrant. Item 14. Indemnification of Directors and Officers Section 300.083 of Minnesota Law provides in part that a corporation organized under such law shall have power to indemnify anyone made, or threatened to be made, a party to a threatened, pending or completed proceeding, whether civil or criminal, administrative or investigative, because he is or was a director or officer of the corporation, or served as a director or officer of another corporation at the request of the corporation. Indemnification in such a proceeding may extend to judgments, penalties, fines and amounts paid in settlement, as well as to reasonable expenses, including attorneys' fees and disbursements. In a civil proceeding, there can be no indemnification under the statute, unless it appears that the person seeking indemnification has acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and its shareholders and unless such person has received no improper personal benefit; in a criminal proceeding, the person seeking indemnification must also have no reasonable cause to believe his conduct was unlawful. Article IX of the By-laws of the IDS Life Insurance Company requires the IDS Life Insurance Company to indemnify directors and officers to the extent indemnification is permitted as stated by the preceding paragraph, and contains substantially the same language as the above-mentioned Section 300.083. Article IX, paragraph (2), of the By-laws of the IDS Life Insurance Company provides as follows: "Section 2. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party, by reason of the fact that he is or was a director, officer, employee or agent of this Corporation, or is or was serving at the direction of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, to any threatened, pending or completed action, suit or proceeding, wherever brought, to the fullest extent permitted by the laws of the State of Minnesota, as now existing or hereafter amended, provided that this Article shall not indemnify or protect any such director, officer, employee or agent against any liability to the Corporation or its security holders to which he would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence, in the performance of his duties or by reason of his reckless disregard of his obligations and duties." PAGE 69 The parent company of IDS Life Insurance Company maintains an insurance policy which affords liability coverage to directors and officers of the IDS Life Insurance Company while acting in that capacity. IDS Life Insurance Company pays its proportionate share of the premiums for the policy. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. Item 15. Recent Sales of Unregistered Securities None Item 16. Exhibits and Financial Statement Schedules (a) Exhibits 3.1 Copy of Certificate of Incorporation of IDS Life Insurance Company filed electronically as Exhibit 3.1 to Post-Effective Amendment No. 2 to Registration Statement No. 33-50968 is incorporated herein by reference. 3.2 Copy of the Amended By-laws of IDS Life Insurance Company filed electronically as Exhibit 3.2 to Post-Effective Amendment No. 2 to Registration Statement No. 33-50968 is incorporated herein by reference. 3.3 Copy of Resolution of the Board of Directors of IDS Life Insurance Company, dated May 5, 1989, establishing IDS Life Account MGA filed electronically as Exhibit 3.3 to Post-Effective Amendment No. 2 to Registration Statement No. 33-50968 is incorporated herein by reference. 4.1 Copy of Group Annuity Contract, Form 30363D, filed electronically as Exhibit 4.1 to Post-Effective Amendment No. 2 to Registration Statement No. 33-50968 is incorporated herein by reference. PAGE 70 4.2 Copy of Group Annuity Certificate, Form 30360D, filed electronically as Exhibit 4.2 to Post-Effective Amendment No. 2 to Registration Statement No. 33-50968 is incorporated herein by reference. 4.3 Form of Deferred Annuity Contract, Form 30365E, filed electronically as Exhibit 4.3 to Post-Effective Amendment No. 2 to Registration Statement No. 33-50968 is incorporated herein by reference. 5. Copy of Opinion of Counsel regarding legality of Contracts, dated Sept. 28, 1992, filed electronically as Exhibit 5 to Post-Effective Amendment No. 2 to Registration Statement No. 33-50968 is incorporated herein by reference. 22. Copy of List of Subsidiaries is filed electronically herewith. 24. Consent of Independent Auditors is filed electronically herewith. 25. Power of Attorney, dated April 1, 1996 is filed electronically herewith. (b) Financial Statement Schedules 27.1 Schedule I - Consolidated Summary of Investments Other than Investments in Related Parties Schedule III - Supplementary Insurance Information Schedule IV - Reinsurance Schedule V - Valuation and Qualifying Accounts Report of Independent Auditors dated February 2, 1996 All other schedules to the consolidated financial statements required by Article 7 of Regulation S-X are not required under the related instructions or are inapplicable and, therefore, have been omitted. 27.2 Financial Data Schedule is filed electronically herewith. Item 17. Undertakings A. The Registrant undertakes: (a) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement, (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to PAGE 71 such information in the Registration Statement, (b) that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment may be deemed to be a new Registration Statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof, (c) that all post- effective amendments will comply with the applicable forms, rules and regulations of the Commission in effect at the time such post- effective amendments are filed, and (d) to remove from registration by means of a post-effective amendment any of the securities being registered which will remain at the termination of the offering. B. The Registrant represents that it is relying upon the no- action assurance given to the American Council of Life Insurance (pub. avail. Nov. 28, 1988). Further, the Registrant represents that it has complied with the provisions of paragraphs (1) - (4) of the no-action letter. PAGE 72 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, IDS Life Insurance Company has duly caused this Registration Statement to be signed on behalf of the Registrant by the undersigned, thereunto duly authorized in this City of Minneapolis, and State of Minnesota on the 3rd day of April, 1996. IDS Life Insurance Company (Registrant) By IDS Life Insurance Company By /s/ James A. Mitchell* James A. Mitchell Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on the 3rd day of April, 1996. Signature Title /s/ James A. Mitchell* Chairman of the Board James A. Mitchell and Chief Executive Officer /s/ Richard W. Kling* Director and President Richard W. Kling /s/ David R. Hubers* Director David R. Hubers /s/ Paul F. Kolkman* Director and Executive Vice Paul F. Kolkman President /s/ Janis E. Miller* Director and Executive Vice Janis E. Miller President, Variable Assets /s/ Barry J. Murphy* Director and Executive Vice Barry J. Murphy President, Client Service PAGE 73 Signature Title /s/ Stuart A. Sedlacek* Director and Executive Vice Stuart A. Sedlacek President, Assured Assets /s/ Melinda S. Urion* Director, Exective Vice Melinda S. Urion President and Controller *Signed pursuant to Power of Attorney dated April 1, 1996, filed electronically herewith for IDS Life Insurance Company (IDS Life Account MGA). By: Mary Ellyn Minenko