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1995 Prospectus
IDS Series D-1 Investment Certificate
Earns attractive rates while keeping your money safe
American Express Financial Advisors<PAGE>
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IDS Series D-1 Investment Certificate
Message from the President
I'd like to welcome new and prospective investors to the IDS Series
D-1 Investment Certificate. I thank you for your interest and
trust in us, and want to assure you that we are committed to
safeguarding your investment and helping you reach your financial
goals through regular saving.
In today's changing interest rate environment, it's important to
keep in mind the risk/return principle. Simply stated, the more
risk you are willing to take, the greater the investment return
potential. Where you stand on the risk/return spectrum depends on
your investment personality, your goals, and how close you are to
retirement. The further you are from retirement, the more
aggressive you may want to be in investing. But if you're within a
few years of retirement, or you're safety conscious, you should
probably consider investing more in conservative investments that
protect your capital.
That's where the IDS Series D-1 Investment Certificate comes in.
The principal of your certificate is guaranteed by IDS Certificate
Company (IDSC). You earn a competitive rate of interest. IDSC
guarantees a specific rate of interest each calendar quarter; these
rates will be from .75% to 1.75% higher than the average rate
published in the 25-city BANK RATE MONITOR National IndexTM for 12-
month certificates of deposit.
No matter what the economic environment may be, you can count on
the safety and security of your IDS certificate. For over 100
years, IDS Certificate Company and its parent have carefully and
prudently managed their certificate business. Even during the
Great Depression, when bank assets were frozen, IDS certificate
holders never lost a penny of principal or interest.
I invite you to learn more about the benefits of the IDS Series D-1
Investment Certificate in the following pages and enclosed
prospectus. Your IDS personal financial planner will be pleased to
answer any questions you may have - and show you how the IDS Series
D-1 Investment Certificate can become part of the foundation of
your financial plan.
Sincerely,
Stuart Sedlacek
President, IDS Certificate Company
Current Annual Interest Rates for, , 19 .
These rates will apply for the remainder of the calendar quarter if
a purchase was made today. Interest rates for future quarters may
be greater or less than these rates.
Simple Interest Rate %
Compound Effective Yield* %
*Assuming monthly compounding
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Rates for new purchases may change weekly. The interest rate that
will apply to an investment is the rate in effect on the date
accepted. Please refer to the attached prospectus for information
as to how rates are set.
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IDS Series D-1 Investment Certificate
Prospectus/April 26, 1995
This prospectus describes the Series D-1 Investment Certificate
(Series D-1) issued by IDS Certificate Company (IDSC). The Series
D-1 certificate is offered only in connection with the IDS
Retirement Plan, the IDS Incentive and Thrift Plan, the Career
Distributors' Retirement Plan (CDRP), the IDS DVP Retirement Plan
and the IDS DVP Savings Plan, and the IDS Mutual Funds Profit
Sharing Plan of the IDS MUTUAL FUND GROUP(individually a "Plan" and
collectively the "Plans") and to affiliated companies of IDSC.
These Plans have been adopted for the exclusive benefit and
participation of eligible employees and personal financial advisors
of American Express Financial Corporation and its subsidiary
companies, and the IDS MUTUAL FUND GROUP.
IDSC offers persons who retire as full-time employees or as full-
time financial advisors or district managers of American Express
Financial Corporation and its subsidiary companies the opportunity
to purchase the Series D-1 Certificate in Individual Retirement
Accounts (IRAs).
IDSC guarantees a specific rate of interest for each calendar
quarter. IDSC also guarantees the principal of your certificate
(page 5).
The Series D-1 certificate matures 20 years from its issue date.
Its value at maturity will be equal to total contributions made
plus interest earned and less any withdrawals (i.e. surrenders)
(page 7).
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
This certificate is backed by IDSC's investments on deposit rather
than guaranteed or insured by the government or someone else. See
"Invested and guaranteed by IDSC" and "Regulated by government"
under "How your money is used and protected."
The prospectus gives you facts about the Series D-1 certificate and
describes its terms and conditions. You should read it to decide
if this certificate is the right investment for you. Keep it with
your investment records for future reference.
IDS Certificate Company
IDS Tower 10
Minneapolis, MN 55440-0010
1-800-437-3463
1-800-846-4293 (TTY)
An American Express company
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Annual Interest Rates as of April 26, 1995
___________________________________________________________________
Simple Compound
Interest Effective
Rate Yield
7.35% 7.60%
___________________________________________________________________
These rates were in effect on the date of this prospectus. IDSC
reviews and may change its rates on new purchases each week. The
interest rate paid during the first calendar quarter the
certificate is owned will be that in effect on the date an
application or investment is accepted. IDSC guarantees that when
the rate for new purchases takes effect, the rate for the first
quarter will be within a specified range of the average 12-month
certificate of deposit rate then published in the most recent BANK
RATE MONITOR National Index(trademark), N. Palm Beach, FL 33408
(page 5-6). Interest rates for future calendar quarters are
declared at the discretion of IDSC and may be greater or less than
the rates shown here.
The Series D-1 certificate is backed 100 percent by our investments
on deposit instead of by federal insurance. There are no sales or
surrender charges. There is no minimum rate of interest. IDSC
does not have a distribution agreement or pay a distribution fee
with respect to this certificate.
AVAILABLE INFORMATION ABOUT IDSC
IDSC is subject to the reporting requirements of the Securities
Exchange Act of 1934. Reports and other information on IDSC are
filed with the Securities and Exchange Commission (SEC) and can be
inspected and copied at the public reference section of the SEC,
Washington, D.C. and also at the following regional offices:
Northeast Regional Office
7 World Trade Center
Suite 1300
New York, NY 10048
Midwest Regional Office
Northwestern Atrium Center
500 West Madison St.
Suite 1400
Chicago, IL 60611
Pacific Regional Office
5670 Wilshire Blvd.
11th Floor
Los Angeles, CA 90036
You can obtain copies from the Public Reference Section of the SEC,
450 5th Street, N.W., Washington, D.C. 20549 at prescribed rates.
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We are not responsible for any information about IDSC except for
the information in this prospectus, including any supplements, in
any reports filed with the SEC or in any supplemental sales
material we have authorized for use in the sale of this
certificate.
No person has authority to change the terms of this certificate or
to bind IDSC by any statement not in this prospectus.
We reserve the right to issue other securities with different
terms.
SUMMARY OF CONTENTS
Listed below is a summary of items you should consider in
evaluating the certificate. These items are discussed in more
detail elsewhere in the prospectus as indicated.
About the Series D-1 Investment Certificate
Investment Amounts and Interest Rates - The Series D-1 certificate
is purchased by the trustee or custodian (page 8) at the direction
of Plan participants or IRA owners using contributions to a Plan or
IRA or by affiliated companies of IDSC. IDSC will pay the trustee
or custodian at maturity the face amount plus earned interest.
Interest rates are declared each calendar quarter beginning on Jan.
1, April 1, July 1, and Oct. 1. The rate for the first calendar
quarter will be within a specified range of an average 12-month
certificate of deposit rate as published in the BANK RATE MONITOR
National Index(trademark) N. Palm Beach, FL 33408. Future interest
rates are at the discretion of IDSC (page 5).
Determining the Face Amount and Principal of the Series D-1
Investment Certificate - The face amount of the certificate is the
total amount invested. The principal is the total investment plus
interest compounded monthly over the 20-year life of the
certificate, less withdrawals (page 7).
Value at Maturity Will Exceed Face Amount - We guarantee the rate
of interest on the Series D-1 certificate for each calendar
quarter. Due to interest received, the value at maturity of a
certificate held to maturity will exceed the face amount of the
certificate (page 7).
Earning Interest - Interest accrues and is credited daily and will
be compounded at the end of each calendar month (page 7).
Using the Series D-1 Investment Certificate
Contributions to the Certificate - Instructions to Plan
participants on how to direct contributions to the Series D-1
certificate may be obtained through the appropriate Plan
Administrator or, for IRAs, from your financial advisor or your
local American Express Financial Advisors office or by writing to
American Express Financial Advisors Inc., IDS Tower 10,
Minneapolis, MN 55440-0534 or by calling IDS Certificate Service
Information at toll free 1-800-437-3463. The Series D-1
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certificate is offered only to eligible participants in connection
with the IDS Retirement Plan, the IDS Incentive and Thrift Plan,
the Career Distributors' Retirement Plan, the IDS DVP Retirement
Plan, the IDS DVP Savings Plan, the IDS Mutual Funds Profit Sharing
Plan, IRAs of persons who retire as full-time American Express
Financial Corporation employees, financial advisors or district
managers and to affiliated companies of IDSC. (page 7).
Other IRAs or 401(k) Plan Accounts and Other Qualified Retirement
Accounts - When a participant takes a qualifying distribution from
a plan qualified under Internal Revenue Code 401(a), the
participant's Series D-1 certificate plan account may be rolled
over into an IRA or other qualified retirement plan account where
allowed by a Plan (page 8). The Career Distributors' Retirement
Plan is a nonqualified deferred compensation plan.
Receiving Cash - A participant in a Plan (other than CDRP) or an
IRA owner may receive cash after taking an "in kind" distribution
of his or her Series D-1 certificate plan account or IRA, subject
to federal tax laws and the terms of the payout options (page 9).
At Maturity - If the Series D-1 certificate is held to maturity
following an "in kind" distribution, a check for the principal will
be sent. Payout options also are available (page 10).
Transferring the Series D-1 Certificate Ownership - While the
Series D-1 certificate is not negotiable, under limited
circumstances it can, if eligible, be transferred to a qualified
plan or IRA trustee or custodian upon written request (page 11).
Giving Us Instructions - All instructions to us must be in proper
written form (page 11).
Income and Taxes
Tax Treatment of this Investment - Interest earned on the Series
D-1 certificate is generally not taxable until withdrawn (page 11).
How your money is used and protected
Invested and guaranteed by IDSC - IDSC, a wholly owned subsidiary
of American Express Financial Corporation, issues the Series D-1
certificate in the name of the custodian of the IRA, trustee of a
Plan or in the case of the CDRP of American Express Financial
Corporation, to American Express Financial Corporation as the
sponsor of the plan or to an affiliated company of IDSC. This
section gives basic information about IDSC's assets and income
(page 12).
Regulated by Government - The Series D-1 certificate is a security
and is governed by federal and state law (page 12).
Backed by our investments - Our investments, mostly debt
securities, are on deposit (page 13).
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Investment Policies - We do not purchase securities on margin or
invest in commodities nor do we participate on a joint basis or
joint-and-several basis in any trading account in securities.
There are no restrictions on concentration of investments in
industries. We may lend securities and receive cash equal to the
market value of the securities as collateral. We also may purchase
securities on a "when-issued" basis (page 13).
Relationship Between IDSC and American Express Financial
Corporation - American Express Financial Corporation is our parent
company. It, in turn, is owned by American Express Company
(American Express) (page 14).
Capital structure and certificates issued - (page 15).
Investment management and services - American Express Financial
Corporation acts as investment advisor for our certificates. The
Investment Advisory and Services Agreement governs American Express
Financial Corporation's transactions on our behalf and the fees we
pay American Express Financial Corporation for investment advisory
services. There is no distribution fee charged (page 15).
Employment of Other American Express Affiliates - American Express
Financial Corporation may employ other American Express affiliates
to perform certain transactions for us (page 16).
Directors and officers - This section contains information about
our management and directors. (page 17-19).
ABOUT THE SERIES D-1 INVESTMENT CERTIFICATE
Investment Amounts and Interest Rates
The Series D-1 Certificate is a security purchased with single or
multiple payments. The amount that can be invested is determined
by the provisions of the Plans and applicable tax laws. A
participant's Plan investment is the dollar amount or its
equivalent percentage contributions directed to the participant's
Plan account. The interest rate applied to the investment is the
quarterly rate then in effect. Investments earn interest from the
date IDSC accepts each Plan contribution or IRA contribution.
Interest on the Series D-1 certificate is guaranteed for each
calendar quarter. The rate paid will not change during a quarter.
A calendar quarter begins each Jan. 1, April 1, July 1, or Oct. 1.
IDSC guarantees that when rates for new purchases take effect, the
rate will be within a range from 75 to 175 basis points above the
average interest rate then published for 12-month certificates of
deposit in the BANK RATE MONITOR National Index(trademark), N. Palm
Beach, FL 33408. For example, if the rate published for a given
week in the BANK RATE MONITOR National Index(trademark), N. Palm
Beach, FL 33408 for 12-month certificates is 3.25 percent, IDSC's
rate in effect for new purchases would be between 4 percent and 5
percent.
Interest rates may differ for investments of more than $1 million
in one or more Series D-1 Certificates by any affiliated company of
IDSC. When rates for new purchases by any such company take <PAGE>
PAGE 9
effect, the rate will be within a range from 20 basis points below
to 80 basis points above the average interest rate then published
for 12-month certificates of deposit in the BANK RATE MONITOR
National Index(trademark), N. Palm Beach, FL 33408.
The BANK RATE MONITOR National Index(trademark), N. Palm Beach, FL
33408 is an index of rates and annual effective yields offered on
various length certificates of deposit by large banks and thrifts
in large metropolitan areas. The frequency of compounding varies
among the banks and thrifts.
Certificates of deposit in the BANK RATE MONITOR National
Index(trademark), N. Palm Beach, FL 33408 are government-insured
fixed-rate time deposits. The BANK RATE MONITOR National
Index(trademark), N. Palm Beach, FL 33408 is published in the BANK
RATE MONITOR, a weekly magazine published in N. Palm Beach, FL, by
Advertising News Service Inc., an independent national news
organization that collects and disseminates information about bank
products and interest rates. It is not affiliated with IDSC,
American Express Financial Corporation, or any of their affiliates.
The publisher of the BANK RATE MONITOR distributes to national and
broadcast news media on a regular weekly basis its current index
rates for various terms of certificates of deposit of banks and
thrifts.
The BANK RATE MONITOR periodical may be available in your local
library. To obtain information on the current BANK RATE MONITOR
National IndexTM rates, call IDS Certificate Service Organization
at 1-800-437-3463 or TTY number 1-800-846-4293.
Interest is credited to the certificate daily. The rate in effect
on the day the contribution is accepted in Minneapolis will apply
to the certificate. The interest rate shown on the front of this
prospectus may or may not be in effect on the date a participant's
contribution is accepted.
Interest for future calendar quarters may be greater or less than
the rates for the first quarter. The then prevailing investment
climate, including 12-month average certificate of deposit
effective yields as reflected in the BANK RATE MONITOR National
Index(trademark), N. Palm Beach, FL 33408, will be a primary
consideration in deciding future rates. Nevertheless, IDSC has
complete discretion as to what interest it will declare beyond the
initial quarter.
Any investments rolled over from the Series D-1 certificate to an
IRA or 401(k) plan account or other qualified retirement account
will be subject to the limits and provisions of that account or
plan and applicable tax laws.
Determining the Face Amount and Principal of the Series D-1
Investment Certificate
The face amount is the amount of the initial investment in the
Series D-1 certificate. At the beginning of each quarter, all
interest previously credited to a Series D-1 certificate and not
withdrawn will become part of its principal. For example: if the
initial investment in a certificate was $100,000, the face amount<PAGE>
PAGE 10
would be $100,000. If the certificate earns $1,000 in interest
during a quarter and it is not withdrawn, the principal for the
next quarter will be $101,000. Your principal is guaranteed by
IDSC.
Value at Maturity Will Exceed Face-Amount
The Series D-1 certificate matures in 20 years. A certificate held
to maturity will have had interest declared each quarter over its
life. Interest once declared for the quarter will not be reduced.
The value at maturity will exceed the face amount.
Earning Interest
Interest is accrued and credited daily on the Series D-1
certificate. If a withdrawal is made during a month, interest will
be paid to the date of the withdrawal. Interest is compounded at
the end of each calendar month. The amount of interest earned each
month is determined by applying the daily interest rate then in
effect to the daily balance of the Series D-1 certificate.
Interest is calculated on a 360-day year basis.
USING THE SERIES D-1 INVESTMENT CERTIFICATE
Contributions to the Series D-1 Investment Certificate
A contribution will be made to the Series D-1 Certificate by the
Plan sponsor as directed by the participant. Instructions to Plan
participants on how to direct Plan contributions to a Series D-1
certificate may be obtained from the appropriate Plan
Administrator. The amount of contributions made on behalf of a
participant or American Express Financial Corporation will be
limited by the terms of the Plan and applicable tax laws.
Any additional contributions in a Plan or IRA made on behalf of
participants or investors who already have a beneficial interest in
or related to an IDS Series D-1 Investment Certificate in the same
Plan or IRA will be added directly to that certificate, rather than
invested in a new certificate.
The Series D-1 certificate is offered only in connection with the
IDS Retirement Plan, the IDS Incentive and Thrift Plan, the Career
Distributors' Retirement Plan, the IDS DVP Retirement Plan, the IDS
DVP Savings Plan, the IDS Mutual Funds Profit Sharing Plan of the
IDS MUTUAL FUND GROUP, and the IRAs of persons who retire as full-
time employees, financial advisors or district managers of American
Express Financial Corporation, its subsidiary companies, and the
IDS MUTUAL FUND GROUP and to affiliated companies of IDSC. These
Plans are for the exclusive benefit of eligible employees and
financial advisors of American Express Financial Corporation and
its subsidiary companies and the IDS MUTUAL FUND GROUP. Any Series
D-1 certificate issued will be owned by and issued in the name of
the trustee or custodian of the IRA or Plan except that a
certificate issued in conjunction with CDRP will be issued in the
name of American Express Financial Corporation.
Participating employees and advisors have a beneficial interest in
or related to the applicable Series D-1 certificates but are not
the direct owners. The terms of a Plan, as interpreted by the<PAGE>
PAGE 11
applicable Plan trustee, or American Express Financial Corporation
in the case of CDRP, will determine how a participant's individual
account is administered. These terms will likely differ in some
aspects from those of the Series D-1 certificate. The custodian or
trustee may change the ownership of any Series D-1 certificate
issued to a participant in a Plan in connection with an "in kind"
distribution of benefits from a Plan as described below. Any new
custodian or trustee, including any IRA custodian, will be
responsible for contacting us to change ownership.
Other IRAs or 401(k) Plan Accounts and Other Qualified Retirement
Accounts
Unless prohibited by your Plan, any Series D-1 certificate proceeds
distributed to an eligible participant in a qualifying
distribution, may be invested in an IRA or qualified retirement
plan. Transfer of proceeds of the Series D-1 certificate to an
IRA, or 401(k) plan account or other qualified retirement plan
account will be limited by Plan provisions and applicable federal
law. Federal tax laws may affect your ability to invest in certain
types of retirement accounts. You may wish to consult your tax
advisor or your local American Express Tax and Business Services
tax professional, where available, for further information.
In addition, under limited circumstances a Series D-1 certificate
may be transferred "in kind" to an IRA or qualified retirement
account. An "in kind" distribution will not reduce or extend the
certificate's maturity. If an "in kind" transfer is made, the
terms and conditions of the Series D-1 certificate apply to the IRA
or qualified retirement account as the holder of the certificate.
The terms of the Plan, as interpreted by the Plan trustee or
administrator, will determine how a participant's individual
account with the Plan is administered. These terms may differ from
the terms of the certificate. A Series D-1 certificate may only be
distributed "in kind" to an IRA or other qualified retirement
account. If you make a withdrawal from a qualified retirement plan
or IRA prior to age 59 1/2, you may be required to pay federal
early distribution penalty tax.
IDSC will withhold federal income taxes of 10% on IRA withdrawals
unless you tell us not to. IDSC is required to withhold federal
income taxes of 20% on most qualified plan distributions, unless
the distribution is directly rolled over to another qualified plan
or IRA. See your tax advisor to see how these rules apply to you
before you request a distribution from your plan or IRA.
Receiving Cash
The following sections briefly describe the limitations upon a
participant's ability to withdraw cash from the Series D-1
certificate. Any such withdrawal could take place after the
participant has taken an "in kind" distribution of the Series D-1
certificate.
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Federal Tax Limitations - The following briefly discusses certain
federal tax limitations on a participant's ability to take "in
kind" distributions. You may wish to consult your tax advisor or
your local American Express Tax and Business Services tax
professional, where available, for further information.
If a Series D-1 certificate is distributed to the beneficial owner
by the trustee or custodian of a plan qualified under Section
401(a) of the Internal Revenue Code of 1986 then, unless otherwise
elected by the trustee or custodian on a form satisfactory to IDSC:
1) the maturity date will be no later than the end of the taxable
year in which the later of the following occurs:
a) the beneficial owner attains age 70 1/2; or
b) distribution of the Series D-1 certificate is made to the
beneficial owner; and
2) the total value of the Series D-1 certificate will be paid out
in equal or substantially equal monthly, quarterly, semiannual
or annual payments over a specified period of time which does
not extend beyond the life expectancy (determined as of the
maturity date) or the joint and survivor life expectancy of
the beneficial owner and his/her spouse.
If the Series D-1 certificate is issued in connection with an
Individual Retirement Account (IRA) or other qualified Plan, (1)
the owner must elect a maturity date which is no later than the
taxable year in which he or she attains age 70 1/2, and (2) the
total value of the Series D-1 certificate will be paid out in equal
or substantially equal monthly, quarterly, semiannual or annual
payments over a specified period of time which does not extend
beyond the owner's life expectancy (determined as of the end of the
taxable year in which the owner attains age 70 1/2) or the joint
and survivor life expectancy of the owner and his/her spouse.
Except as noted above, each of the payout options described is
subject to the following general provisions governing payout
options.
'All election(s) must be made by written notice in a form
acceptable by IDSC. The election(s) will become effective on
the date(s) chosen.
'No election(s) can be made that will require IDSC to make any
payment later than 30 years from the date elected; and make
any term or periodic interest payment of less than $50.
'After the date of the elected payout option, the owner may
elect to receive all or part of the balance left under a
payout option. If done only in part, the balance may be left
under the elected option.
Payout Options - Any time after the issue date of the Series D-1
certificate if an "in kind" distribution has occurred, including at
the time of maturity, a payout option may be elected for all or any
part of a Plan investment. The payout options are described below.
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PAGE 13
Payout options may be changed. The balance remaining in the
certificate will continue to accrue interest at the then current
rate; the amount transferred to an option will continue to accrue
interest at the then current option rate. The maturity date of the
balance will not be affected. Notwithstanding the provisions of
the payout options herein described, tax laws in effect at the time
a payout option is selected and plan provisions may limit the
availability of the option.
Withdrawals - Withdrawals can be made from the certificate. To do
so, a request must be submitted in a form acceptable to IDSC at the
address or phone number on the cover of this prospectus. If
proceeds from a full or partial surrender are received directly by
a participant and are not transferred to a trustee or custodian of
a qualified retirement plan, the participant may be penalized by
the IRS for this may be considered an early withdrawal.
Installment Payments - Installment payments of $50 or more may be
elected. The payment periods designated may be monthly, quarterly,
semiannually or annually over a period of more than two years but
less than thirty years, but also cannot exceed that permitted under
federal tax law. Payments will begin one payment period after the
effective date of the payout option. Depending on the size of the
payment selected, these payments may include both principal and
interest.
Periodic Interest Payments - Combined interest on the Series D-1
certificate may be paid in monthly, quarterly, semiannual or annual
payments of more than two years but less than thirty years provided
the payments are at least $50. The time period selected cannot
exceed that permitted under federal tax law.
Deferred Interest - At maturity or after any installment or
periodic interest payout plan has begun, all or part of the Series
D-1 certificate may be left with IDSC to continue to earn interest
for an additional period of years. The additional years elected
may not exceed the earlier of thirty years from the date of
maturity or date on which the participant reaches age 70 1/2.
At its option, IDSC may defer for not more than thirty days any
payment to which the participant may become entitled prior to the
Series D-1 certificate's maturity. IDSC will pay interest on the
amount deferred at the rate used in accumulating the reserves for
the Series D-1 certificate for any period of deferment. Any
payment by us also may be subject to other deferment as provided by
the rules, regulations or orders made by the Securities and
Exchange Commission.
At Maturity
If an "in kind" distribution has been taken, at the Series D-1
certificate's maturity, a check will be sent for the remaining
value of the certificate. Instead of receiving cash, the Deferred
Interest Option, or one of the payout options explained above may
be selected.
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PAGE 14
Transferring Series D-1 Investment Certificate Ownership
When the Series D-1 certificate is owned by a trustee or custodian
of a Plan or IRA, the trustee or custodian may request a transfer
of the ownership of the Series D-1 certificate on the books of
IDSC. A transfer request must be in a form acceptable to the Plan
or the IRA custodian and to IDSC and received at IDSC's home
office.
Giving Us Instructions
We must receive proper notice in writing or by telephone, at (612)
671-5656 (not a toll free number), of any instructions regarding a
certificate.
Proper written notice must:
'be addressed to our home office,
'include sufficient information for us to carry out the request,
and
'be signed and dated by all participant(s).
All amounts payable by us in connection with the Series D-1
certificate are payable at our home office unless we advise
otherwise.
INCOME AND TAXES
Tax Treatment of This Investment
Interest paid to the Series D-1 certificate is generally not
taxable until a participant begins to make withdrawals. For
further discussion of certain federal tax limitations, see page 9.
Rules regarding Plan distributions and other aspects of the Series
D-1 certificate are complicated. We recommend that participants
consult their own tax advisor or local American Express Tax and
Business Services tax professional, where available, to determine
how the rules may apply to their individual situation.
Withholding Taxes
According to federal tax laws, you must provide us with your
correct certified taxpayer identification number. This number is
your Social Security number. If you do not provide this number, we
may be required to withhold a portion of your interest income and
certain other payments, including distributions from a retirement
account or qualified plan. Be sure your correct taxpayer
identification number is provided.
If you supply an incorrect taxpayer identification number, the IRS
may assess a $50 penalty against you.
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PAGE 15
How your money is used and protected
Invested and guaranteed by IDSC
The IDS Series D-1 Certificate is issued and guaranteed by IDSC, a
wholly owned subsidiary of American Express Financial Corporation.
We are by far the largest issuer of face amount certificates in the
United States, with total assets of more than $3.0 billion and a
net worth in excess of $141 million on Dec. 31, 1994.
We back our certificates by investing the money received and
keeping the invested assets on deposit. Our investments generate
interest and dividends, out of which we pay
o interest to certificate holders
o various expenses, including taxes, fees to American Express
Financial Corporation for advisory and other services and
distribution fees to American Express Financial Advisors Inc.
For a review of significant events relating to our business, see
"Management's discussion and analysis of financial condition and
results of operations." Our certificates are not rated by a
national rating agency.
Most banks and thrifts offer investments known as certificates of
deposit that are similar to our certificates in many ways. Banks
and thrifts generally have federal deposit insurance for their
deposits and lend much of the deposited money to individuals,
businesses and other enterprises. Other financial institutions may
offer investments with comparable combinations of safety and return
on investment.
Regulated by government
Because the IDS Series D-1 Certificate is a security, its offer and
sale are subject to regulation under federal and state securities
laws. (It is a face amount certificate -- not a bank product, an
equity investment, a form of life insurance or an investment
trust.)
The federal Investment Company Act of 1940 requires us to keep
investments on deposit in a segregated custodial account to protect
all of our outstanding certificates. These investments back the
entire value of your certificate account. Their amortized cost
must exceed the required carrying value of the outstanding
certificates by at least $250,000. As of Dec. 31, 1994, the
amortized cost of these investments exceeded the required carrying
value of our outstanding certificates by more than $121 million.
Backed by our investments
Our investments are varied and of high quality. This was the
composition of our portfolio as of Dec. 31, 1994:
31% corporate and other bonds
27 government agency bonds
23 preferred stocks
9 mortgages
5 municipal bonds
5 cash and cash equivalents<PAGE>
PAGE 16
More than 95% of our securities portfolio (bonds and preferred
stocks) is rated investment grade. For additional information
regarding securities ratings, please refer to Note 3B in the
Financial Statements.
Most of our investments are on deposit with American Express Trust
Company (formerly IDS Trust Company), Minneapolis, although we also
maintain separate deposits as required by certain states. American
Express Trust Company is a wholly owned subsidiary of American
Express Financial Corporation. Copies of our Dec. 31, 1994
schedule of Investments in Securities of Unaffiliated Issuers are
available upon request. For comments regarding the valuation,
carrying values and unrealized appreciation (depreciation) of
investment securities, see Notes 1, 2 and 3 to the Financial
Statements.
Investment policies
In deciding how to diversify the portfolio -- among what types of
investments in what amounts -- the officers and directors of IDSC
use their best judgment, subject to applicable law. The following
policies currently govern our investment decisions:
Purchasing securities on margin: We will not purchase any
securities on margin or participate on a joint basis or a joint-
and-several basis in any trading account in securities.
Commodities: We have not and do not intend to purchase or sell
commodities or commodity contracts.
Underwriting: We do not intend to engage in the public
distribution of securities issued by others. However, if we
purchase unregistered securities and later resell them, we may be
considered an underwriter under federal securities laws.
Borrowing money: From time to time we have established a line of
credit if management believed borrowing was necessary or desirable.
While a line of credit does not currently exist, it may be
established again in the future. We may pledge some of our assets
as security. We may occasionally use repurchase agreements as a
way to borrow money. Under these agreements, we sell debt
securities to our lender, and repurchase them at the sales price
plus an agreed-upon interest rate within a specified period of
time.
Real estate: We may invest directly in real estate, though we have
not generally done so in the past. We do invest in mortgage loans.
Lending securities: We may lend some of our securities to broker-
dealers and receive cash equal to the market value of the
securities as collateral. We invest this cash in short-term
securities. If the market value of the securities goes up, the
borrower pays us additional cash. During the course of the loan,
the borrower makes cash payments to us equal to all interest,
dividends and other distributions paid on the loaned securities.
We will try to vote these securities if a major event affecting our
investment is under consideration.<PAGE>
PAGE 17
When-issued securities: Most of our investments are in debt
securities, some of which are purchased on a when-issued basis. It
may take as long as 45 days before these securities are issued and
delivered to us. We generally do not pay for these securities or
start earning on them until delivery. We have established
procedures to ensure that sufficient cash is available to meet
when-issued commitments.
Financial transactions: We buy or sell various types of options
contracts for hedging purposes or as a trading technique to
facilitate securities purchases or sales. We buy interest rate
caps for hedging purposes. These pay us a return if interest rates
rise above a specified level. If approved by the SEC, IDSC may
enter into other financial transactions, including futures and
other derivatives, for the purpose of managing the interest rate
exposures associated with IDSC's assets or liabilities.
Derivatives are financial instruments whose performance is derived,
at least in part, from the performance of an underlying asset,
security or index. A small change in the value of the underlying
asset, security or index may cause a sizable gain or loss in the
fair value of the derivative.
Restrictions: There are no restrictions on concentration of
investments in any particular industry or group of industries or on
rates of portfolio turnover.
How your certificate is managed
Relationship between IDSC and American Express Financial
Corporation
IDSC was originally organized as Investors Syndicate of America,
Inc., a Minnesota corporation, on Oct. 15, 1940, and began business
as an issuer of face amount investment certificates on Jan. 1,
1941. The company became a Delaware corporation on Dec. 31, 1977,
and changed its name to IDS Certificate Company on April 2, 1984.
Before IDSC was created, American Express Financial Corporation,
our parent company and organizer, had issued similar certificates
since 1894. IDSC and American Express Financial Corporation have
never failed to meet their certificate payments.
During its many years in operation, American Express Financial
Corporation has become a leading manager of investments in
mortgages and securities. As of Dec. 31, 1994, American Express
Financial Corporation managed investments, including its own, of
more than $105 billion. A wholly owned subsidiary, American
Express Financial Advisors Inc., provides a broad range of
financial planning services for individuals and businesses through
its nationwide network of more than 175 offices and more than 7,800
financial advisors. American Express Financial Advisors' financial
planning services are comprehensive, beginning with a detailed
written analysis that's tailored to your needs. Your analysis may
address one of all of these six essential areas: financial
position, protection planning, investment planning, income tax
planning, retirement planning and estate planning.
<PAGE>
PAGE 18
American Express Financial Corporation itself is a wholly owned
subsidiary of American Express, a financial services company with
executive offices at American Express Tower, World Financial
Center, New York, NY 10285.
American Express Financial Advisors Inc. is not a bank, and the
securities offered by it, such as face amount certificates issued
by IDSC, are not backed or guaranteed by any bank, nor are they
insured by the FDIC.
Capital structure and certificates issued
IDSC has authorized, issued and has outstanding 150,000 shares of
common stock, par value of $10 per share. American Express
Financial Corporation owns all of the outstanding shares.
As of Dec. 31, 1994, IDSC had issued (in face amount)
$12,727,756,065 of installment certificates and $13,016,532,575 of
single payment certificates.
Investment management and services
Under an Investment Advisory and Services Agreement, American
Express Financial Corporation acts as our investment advisor and is
responsible for:
o providing investment research,
o making specific investment recommendations, and
o executing purchase and sale orders according to our policy of
obtaining the best price and execution.
All these activities are subject to direction and control by our
board of directors and officers. Our agreement with American
Express Financial Corporation requires annual renewal by our board,
including a majority of directors who are not interested persons of
American Express Financial Corporation or IDSC as defined in the
federal Investment Company Act of 1940.
For its services, we pay American Express Financial Corporation a
monthly fee, equal on an annual basis to a percentage of the total
book value of certain assets (included assets).
Advisory and services fee computation:
Percentage of total
Included assets book value
first $250 million 0.75%
next 250 million 0.65
next 250 million 0.55
next 250 million 0.50
any amount over $1 billion 0.45
Included assets are all assets of IDSC except mortgage loans, real
estate, and any other asset on which we pay an advisory or a
service fee.
<PAGE>
PAGE 19
Advisory and services fees for the past three years were:
Percentage of
Year Total fees included assets
1994 $13,565,432 0.51%
1993 $15,036,091 0.50%
1992 $17,851,271 0.50%
Estimated advisory and services fees for 1995 are $15,074,000.
Other expenses payable by IDSC: The Investment Advisory and
Services Agreement provides that we will pay:
o costs incurred by us in connection with real estate and
mortgages,
o taxes,
o depository and custodian fees,
o brokerage commissions,
o fees and expenses for services not covered by other agreements
and provided to us at our request, or by requirement, by attorneys,
auditors, examiners and professional consultants who are not
officers or employees of American Express Financial Corporation,
o fees and expenses of our directors who are not officers or
employees of American Express Financial Corporation,
o provision for certificate reserves (interest accrued on
certificate holder accounts), and
o expenses of customer settlements not attributable to any sales
function.
Distribution
IDSC does not have a distribution agreement or pay a distribution
fee for this certificate.
Employment of other American Express affiliates
American Express Financial Corporation may employ another affiliate
of American Express as executing broker for our portfolio
transactions only if:
o we receive prices and executions at least as favorable as those
offered by qualified independent brokers performing similar
services;
o the affiliate charges us commissions consistent with those
charged to comparable unaffiliated customers for similar
transactions; and
o the affiliate's employment is consistent with the terms of the
current Investment Advisory and Services Agreement and federal
securities laws.
Directors and officers
IDSC's directors, chairman, president and controller are elected
annually for a term of one year. The other executive officers are
appointed by the president.
We paid a total of $37,000 during 1994 to directors not employed by
American Express Financial Corporation.
<PAGE>
PAGE 20
Board of directors
David R. Hubers*
Age 52
Director since April 1987
President and chief executive officer of American Express Financial
Corporation since 1993. Senior vice president and chief financial
officer of American Express Financial Corporation from 1984 to
1993.
Charles W. Johnson
Age 65
Director since August 1989
Former vice president and group executive, Industrial Systems, with
Honeywell Inc. Retired 1989.
Edward Landes
Age 75
Director since May 1984
Development consultant. Former sales manager - Supplies Division
and district manager - Data Processing Division of IBM Corporation.
Retired 1983.
John V. Luck Ph.D.
Age 69
Director since April 1987
Former senior vice president - Science and Technology with General
Mills Inc. Employed with General Mills Inc. since 1970. Retired
1987.
James A. Mitchell*
Age 54
Director since January 1994
Chairman of the board of directors since February, 1994. Executive
vice president - marketing and products of American Express
Financial Corporation since February 1994. Senior vice president -
insurance operations of American Express Financial Corporation and
president and chief executive officer of IDS Life Insurance Company
from 1986 to 1994.
Harrison Randolph
Age 79
Director since 1968
Gordon H. Ritz
Age 67
Director since 1968
President, Con Rad Broadcasting Corp. Director, Sunstar Foods and
Mid-America Publishing.
<PAGE>
PAGE 21
Stuart A. Sedlacek*
Age 37
Director since January 1994
President since February 1994. Vice president - assured assets of
American Express Financial Corporation since March 1994. Vice
president and portfolio manager from 1988 to 1994. Executive vice
president - assured assets of IDS Life Insurance Company since
March 1994.
*"Interested Person" of IDSC as that term is defined in Investment
Company Act of 1940.
Executive officers
Stuart A. Sedlacek
Age 37
President since February 1994.
Louis C. Fornetti
Age 45
Vice president since January 1990
Senior vice president and chief financial officer of American
Express Financial Corporation since 1993. Director of American
Express Financial Corporation since 1988.
Morris Goodwin Jr.
Age 43
Vice president and treasurer since 1989.
Vice president and corporate treasurer of American Express
Financial Corporation since 1989. Chief financial officer and
treasurer of American Express Trust Company from 1988 to 1989.
Colleen Curran
Age 42
Secretary since 1990
Secretary and assistant vice president of American Express
Financial Corporation since 1990. Senior counsel to American
Express Financial Corporation since 1990. Counsel from 1985 to
1990.
Lorraine R. Hart
Age 43
Vice president-investments since February 1994.
Vice President - insurance investments of American Express
Financial Corporation since 1989. Vice president, investments of
IDS Life Insurance Company since 1992.
<PAGE>
PAGE 22
Jay C. Hatlestad
Age 37
Vice president and controller of IDS Certificate Company
since 1994.
Manager of investment accounting of IDS Life Insurance Company from
1986 to 1994.
Bruce A. Kohn
Age 44
Vice president and general counsel since 1993.
Counsel to American Express Financial Corporation since 1992.
Associate counsel from 1987 to 1992.
F. Dale Simmons
Age 57
Vice president - Real Estate Loan Management since 1993.
Vice president of American Express Financial Corporation since
1992. Senior portfolio manager of American Express Financial
Corporation since 1989. Assistant vice president from 1987 to
1992.
The directors and officers as a group beneficially own less than 1%
of the common stock of American Express Company.
IDSC has provisions in its bylaws relating to the indemnification
of its officers and directors against liability, as permitted by
law. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
persons controlling the registrant pursuant to the foregoing
provisions, the registrant has been informed 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.
Auditors
A firm of independent auditors audits our financial statements at
the close of each fiscal year (Dec. 31). Copies of our annual
financial statements (audited) and semiannual financial statements
(unaudited) are available to any certificate holder upon request.
Ernst & Young LLP, Minneapolis, has audited the financial
statements for each of the years in the three-year period ended
Dec. 31, 1994. These statements are included in this prospectus.
Ernst & Young LLP, is also the auditor for American Express, the
parent company of American Express Financial Corporation and IDSC.
<PAGE>
PAGE 23
Summary of selected financial information
The following selected financial information has been derived from
the audited financial statements and should be read in conjunction
with those statements and the related notes to financial
statements. Also see Management's Discussion and Analysis of
Financial Condition and Results of Operations for additional
comments.
<TABLE><CAPTION>
Year Ended Dec. 31, 1994 1993 1992 1991 1990
($ thousands)
<S> <C> <C> <C> <C> <C>
Statement of Operations Data:
Investment income $207,975 $236,859 $294,799 $351,970 $331,521
Investment expenses 58,690 65,404 69,630 63,353 55,176
Net investment income before provisions
for certificate reserves and income taxes 149,285 171,455 225,169 288,617 276,345
Net provision for certificate reserves 107,288 123,516 178,175 258,443 271,267
Net investment income before income taxes 41,997 47,939 46,994 30,174 5,078
Income tax benefit 2,663 3,365 11,666 20,537 28,588
Net investment income 44,660 51,304 58,660 50,711 33,666
Realized gain (loss) on investments - net:
Securities of unaffiliated issuers (7,514) (9,870) (9,498) (129) 2,178
Other - unaffiliated 1,638 (418) (500) (1,053) (851)
Total gain (loss) on investments (5,876) (10,288) (9,998) (1,182) 1,327
Income tax benefit (expense) 2,047 4,617 3,399 402 (451)
Net realized gain (loss) on investments (3,829) (5,671) (6,599) (780) 876
Net income - wholly owned subsidiary 241 120 3 139 286
Net income $41,072 $45,753 $52,064 $50,070 $34,828
Dividends declared:
Cash $40,200 $64,500 $83,750 $74,800 $47,000
In-kind(a) - - 64,558 25,466 -
Balance Sheet Data:
Total assets $3,040,857 $2,951,405 $3,444,985 $3,971,583 $4,168,586
Certificate loans 58,203 67,429 77,347 88,570 99,192
Certificate reserves 2,887,405 2,777,451 3,256,472 3,712,570 3,859,530
Stockholder's equity 141,852 161,138 179,885 223,820 273,600
</TABLE>
IDS Certificate Company (IDSC) is 100% owned by American Express
Financial Corporation (Parent) formerly IDS Financial Corporation.
(a) Consisted of an investment security at amortized cost in 1992
and a reduction in the note receivable from Parent in 1991.
<PAGE>
PAGE 24
Management's discussion and analysis of financial condition and
results of operations
Results of operations:
IDS Certificate Company's (IDSC) earnings are derived primarily
from the after-tax yield on invested assets less investment
expenses and interest credited on certificate reserve liabilities.
Changes in earnings' trends occur largely due to changes in the
margin between rates of return on investments and rates of interest
credited to certificate holder accounts and also, the mix of fully
taxable and tax-advantaged investments in the IDSC portfolio.
During the years 1991 through 1993, total assets and certificate
reserve liabilities decreased due to certificate maturities and
surrenders exceeding certificate sales. The excess of certificate
maturities and surrenders over certificate sales in 1993, 1992 and
1991 primarily reflected lower accrual rates declared by IDSC in
those years, which in turn, reflected lower interest rates
available in the marketplace.
During 1994, total assets and certificate reserves increased due to
certificate sales exceeding certificate maturities and surrenders.
The excess of certificate sales over certificate maturities and
surrenders resulted primarily from higher accrual rates declared by
IDSC during the last six months of 1994, reflecting rising interest
rates in the marketplace. The increase in total assets in 1994 was
tempered by $23 million of net unrealized depreciation on
investment securities classified as available for sale, net of
deferred taxes of $13 million.
1994 Compared to 1993:
Gross investment income decreased 12% due primarily to a lower
average balance of invested assets.
The 10% decrease in investment expenses resulted primarily from
lower amortization of the cost of interest rate caps and $2.3
million of reimbursement under cap agreements in 1994. Lower
amortization of deferred distribution fees, and lower investment
advisory and services fees due to a lower average asset base on
which the fee is calculated contributed also, to the decrease in
investment expenses.
Net provision for certificate reserves decreased 13% reflecting
lower accrual rates during the first six months of the year and a
lower average balance of certificate reserves.
The decrease in income tax benefit resulted primarily from lower
tax-advantaged income.
1993 Compared to 1992:
Gross investment income decreased 20% due to a lower average
balance of invested assets and lower investment yields.
<PAGE>
PAGE 25
The 6.1% decrease in investment expenses resulted primarily from
lower amortization of deferred distribution fees, and lower
investment advisory and services fee due to a lower average asset
base on which the fee is calculated. These decreases were
partially offset by higher amortization of the cost of interest
rate caps. The higher amortization reflects additional purchases
and accelerated amortization of certain interest rate caps in 1993.
Net provision for certificate reserves decreased 31% reflecting
lower accrual rates and a lower average balance of certificate
reserves.
The $7.1 million decrease in income tax benefit resulted primarily
from lower tax-advantaged income in 1993. The impact of the change
in Federal statutory income tax rate in 1993 was an increase in
income tax benefit of $.6 million of which $.4 million reflects the
increase in rate on the Dec. 31, 1992 balance of temporary
differences.
Liquidity and cash flow:
IDSC's principal sources of cash are reserve payments from sales of
face-amount certificates and cash flows from investments. In turn,
IDSC's principal uses of cash are payments to certificate holders
for matured and surrendered certificates, purchase of investments
and payments of dividends to the Parent.
Certificate sales volume increased 86% in 1994, reflecting higher
accrual rates and clients' ongoing desire for safety of principal.
Sales of certificates totaled $1.1 billion compared to $.6 billion
in 1993 and $.7 billion during 1992.
IDSC, as an issuer of face-amount certificates, is affected
whenever there is a significant change in interest rates. In view
of the uncertainty in the investment markets and due to the
short-term repricing nature of certificate reserve liabilities,
IDSC continues to invest in securities with relatively short
maturities and in securities that provide for more immediate,
periodic interest/principal payments, resulting in improved
liquidity. To accomplish this, IDSC continues to invest much of
its cash flow in mortgage-backed securities and in intermediate-
term bonds.
IDSC's investment program is designed to maintain an investment
portfolio that will produce the highest possible after-tax yield
within acceptable risk standards with additional emphasis on
liquidity. The program considers investment securities as
investments acquired to meet anticipated certificate holder
obligations.
Effective Jan.1, 1994, IDSC adopted Statement of Financial
Accounting Standards (SFAS) No. 115, "Accounting for Certain
Investments in Debt and Equity Securities". Under the SFAS 115,
debt securities that IDSC has both the positive intent and ability
to hold to maturity are carried at amortized cost. Debt securities
IDSC does not have the positive intent to hold to maturity, as well
as all marketable equity securities, are classified as available
for sale and carried at fair value. The available-for-sale
classification does not mean that IDSC expects to sell these <PAGE>
PAGE 26
securities, but that under SFAS No. 115 positive intent criteria,
these securities are available to meet possible liquidity needs
should there be significant changes in market interest rates or
certificate holder demand. See notes 1 and 3 to the financial
statements for additional information relating to SFAS No. 115.
At Dec. 31, 1994, securities classified as held to maturity and
securities classified as available for sale were $1.3 billion and
$1.2 billion, respectively. These securities, which comprise 84%
of IDSC's total invested assets, are well diversified. Of these
securities, 96% are of investment grade and, other than U.S.
Government Agency mortgage-backed securities, no one issuer
represents more than 1% of these securities. See note 3 to
financial statements for additional information on ratings and
diversification.
In 1994, in reaction to the rising interest rate environment, IDSC
continued to restructure a portion of its investment security
portfolio by selling $275 million of available-for sale securities.
Gross gains of $.4 million and gross losses of $10.1 million were
realized on the sales.
During 1992, IDSC charged earnings with $23.7 million of
write-downs in the value of certain interest-only, mortgage-backed
securities that resulted from high prepayments due to refinancing
and additional payment activity on the underlying pool of mortgages
due to declining interest rates. At Dec. 31, 1992, the carrying
value of these securities was $30.2 million. During 1993,
additional write-downs of $.6 million were recorded and all of
these securities with a carrying value of $27.4 million were sold
for $14.3 million. At Dec. 31, 1994, IDSC held no investments in
interest-only or principal-only mortgage-backed securities.
During 1994, IDSC's reserve for possible losses on its below
investment grade securities was reduced from $2.0 million at Dec.
31, 1993, to $1.0 million. The reduction reflects sales and
exchanges of certain of these issues in 1994. IDSC does not
generally invest in below investment grade securities and is
limited by regulation as to the amount of such securities it can
hold. IDSC's holdings in these securities result principally from
the downgrading of the securities subsequent to purchase by IDSC.
Management reviews these securities on a case-by-case basis to
determine whether it is appropriate to hold them in IDSC's
portfolio. Management believes that reserves for possible losses
on securities owned at Dec. 31, 1994, are adequate, however, future
economic factors could impact the ratings of securities owned and
additional reserves for losses may need to be recognized.
Derivative financial instruments:
IDSC enters into transactions involving interest rate caps, and
purchased and written call options to manage its exposure to rising
interest rates. IDSC does not enter into such transactions for
trading purposes. There is a possibility that the value of these
instruments will change due to fluctuations in a factor from which
the instrument derives its value. IDSC is not subject to this
market risk because these instruments are largely used to hedge
such risks, and therefore, the cash flow and income effects of the <PAGE>
PAGE 27
instruments are inverse to the effects of of the underlying
transactions. See note 8 to financial statements for additional
information regarding derivative financial instruments.
Impact of new accounting standards:
The Financial Accounting Standards Board's SFAS No. 114 "Accounting
by Creditors for Impairment of a Loan," and SFAS No. 118
"Accounting by Creditors for Impairment of a Loan-Income
Recognition and Disclosures", are effective Jan. 1, 1995. These
statements apply to collateralized and uncollateralized loans
except for large groups of homogeneous loans. A loan is considered
impaired if, based on current information, it is probable that
principal and interest due under the loan agreement will not be
collected. The amount of impairment is the excess of the loan's
carrying value over the present value of expected future cash flows
discounted at the loan's effective rate, or if more practical, the
loan's observable market price, or the fair value of collateral if
the loan is collateral dependent. The new rules are not expected
to have a material impact on IDSC's results of operations or
financial condition.
Capital Contributions:
To manage its regulatory capital requirements, IDSC received a
capital contribution from the Parent of $3.0 million in 1994.
Due to the decrease in IDSC's assets in 1992, IDSC felt its holding
in Fund America Companies, Inc. preferred stock was too large an
exposure to a single credit risk, resulting in IDSC's dividend-
in-kind of the issue to Parent. Parent subsequently contributed
capital to IDSC of $52 million. The contribution was necessary to
manage IDSC's regulatory capital requirements.
Ratios:
The ratio of stockholder's equity, excluding net unrealized holding
gains and losses on investment securities, to total assets less
certificate loans at Dec. 31, 1994, was 5.54%, compared to 5.59%
in 1993. IDSC intends to maintain a ratio of at least 5.0% in
1995, which meets current regulatory requirements.
<PAGE>
PAGE 28
Annual Financial Information
Report of Independent Auditors
The Board of Directors and Security Holders
IDS Certificate Company:
We have audited the accompanying balance sheets of IDS Certificate
Company, a wholly owned subsidiary of American Express Financial
Corporation (formerly IDS Financial Corporation), as of December
31, 1994 and 1993, and the related statements of operations,
stockholder's equity and cash flows for each of the three years in
the period ended December 31, 1994. These financial statements are
the responsibility of the management of IDS Certificate Company.
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. Our
procedures included confirmation of investments owned as of
December 31, 1994 and 1993 by correspondence with custodians and
brokers. An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of IDS
Certificate Company at December 31, 1994 and 1993, and the results
of its operations and its cash flows for each of the three years in
the period ended December 31, 1994, in conformity with generally
accepted accounting principles.
As discussed in note 1 to the financial statements, IDS Certificate
Company changed its method of accounting for certain investments in
debt and equity securities in 1994.
ERNST & YOUNG LLP
Minneapolis, Minnesota
February 2, 1995
<PAGE>
PAGE 29
IDS Certificate Company
Responsibility for Preparation of Financial Statements
The management of IDS Certificate Company (IDSC) is responsible for
the preparation and fair presentation of its financial statements.
The financial statements have been prepared in conformity with
generally accepted accounting principles appropriate in the
circumstances, and include amounts based on the best judgment of
management. IDSC's management is also responsible for the accuracy
and consistency of other financial information included in the
prospectus.
In recognition of its responsibility for the integrity and
objectivity of data in the financial statements, IDSC maintains a
system of internal control over financial reporting. The system is
designed to provide reasonable, but not absolute, assurance with
respect to the reliability of IDSC's financial statements. The
concept of reasonable assurance is based on the notion that the
cost of the internal control system should not exceed the benefits
derived.
The internal control system is founded on an ethical climate and
includes an organizational structure with clearly defined lines of
responsibility, policies and procedures, and the careful selection
and training of employees. Internal auditors monitor and assess
the effectiveness of the internal control system and report their
findings to management throughout the year. IDSC's independent
auditors are engaged to express an opinion on the year-end
financial statements and, with the coordinated support of the
internal auditors, review the financial records and related data
and test the internal control system over financial reporting.
<PAGE>
PAGE 30
Balance Sheets, Dec. 31,
<TABLE><CAPTION>
Assets
Qualified Assets (note 2) 1994 1993
<S> <C> <C>
($ thousands)
Investments in unaffiliated issuers (notes 3 and 9):
Cash and cash equivalents $140,128 $54,059
Securities at amortized cost or the lower of cost or market - 2,431,919
Held-to-maturity securities 1,245,793 -
Available-for-sale securities 1,226,674 -
First mortgage loans on real estate 253,968 281,865
Certificate loans - secured by certificate reserves 58,203 67,429
Investments in and advances to affiliates 5,399 4,812
Total investments 2,930,165 2,840,084
Receivables:
Dividends and interest 42,261 40,432
Investment securities sold 7,269 10,068
Total receivables 49,530 50,500
Other (notes 8 and 9) 25,094 41,153
Total qualified assets 3,004,789 2,931,737
Other Assets
Deferred distribution fees 27,142 19,615
Deferred federal income taxes (note 7) 8,372 -
Other 554 53
Total other assets 36,068 19,668
Total assets $3,040,857 $2,951,405
See notes to financial statements.
<PAGE>
PAGE 31
Balance Sheets, Dec. 31,
Liabilities and Stockholder's Equity
Liabilities 1994 1993
($ thousands)
Certificate Reserves (notes 4 and 9):
Installment certificates:
Reserves to mature $335,712 $352,649
Additional credits and accrued interest 19,698 18,555
Advance payments and accrued interest 1,634 1,943
Other 56 54
Fully paid certificates:
Reserves to mature 2,389,198 2,243,416
Additional credits and accrued interest 140,766 160,440
Due to unlocated certificate holders 341 394
Total certificate reserves 2,887,405 2,777,451
Accounts Payable and Accrued Liabilities:
Due to Parent (note 6A) 1,186 1,182
Due to Parent for federal income taxes - 5,862
Due to affiliates (note 6B and 6C) 2,883 1,457
Payable for investment securities purchased 1,362 -
Accounts payable, accrued expenses and other (notes 8 and 9) 6,169 4,150
Total accounts payable and accrued liabilities 11,600 12,651
Deferred federal income taxes (note 7) - 165
Total liabilities 2,899,005 2,790,267
Stockholder's Equity (notes 4B, 4C, and 5):
Common stock, $10 par - authorized and issued 150,000 shares 1,500 1,500
Additional paid-in capital 140,344 147,144
Retained earnings:
Appropriated for predeclared additional credits/interest 18,398 2,726
Appropriated for additional interest on advance payments 50 25
Unappropriated 4,718 9,743
Unrealized holding gains and losses on investment
securities - net (note 3A) (23,158) -
Total stockholder's equity 141,852 161,138
Total liabilities and stockholder's equity $3,040,857 $2,951,405
See notes to financial statements.
<PAGE>
PAGE 32
Statements of Operations
Year ended Dec. 31, 1994 1993 1992
($ thousands)
Investment Income:
Interest income from investments:
Bonds and notes:
Unaffiliated issuers $125,546 $140,991 $178,071
Mortgage loans on real estate:
Unaffiliated 24,006 24,071 18,430
Affiliated 68 78 88
Certificate loans 3,342 3,882 4,479
Dividends 54,170 67,115 92,599
Other 843 722 1,132
Total investment income 207,975 236,859 294,799
Investment Expenses:
Parent and affiliated company fees (note 6):
Distribution 27,007 28,477 32,752
Investment advisory and services 13,565 15,036 17,851
Depositary 183 201 225
Transfer agent - - 7
Options (note 8) 9,854 9,419 10,323
Interest rate caps (note 8) 7,608 11,667 7,649
Other 473 604 823
Total investment expenses 58,690 65,404 69,630
Net investment income before provisions
for certificate reserves and income taxes $149,285 $171,455 $225,169
See notes to financial statements.
<PAGE>
PAGE 33
Statements of Operations (continued)
Year ended Dec. 31, 1994 1993 1992
($ thousands)
Provision for Certificate Reserves (notes 4 and 8):
According to the terms of the certificates:
Provision for certificate reserves $13,317 $20,555 $28,685
Interest on additional credits 3,174 3,605 3,904
Interest on advance payments 61 90 68
Additional credits/interest authorized by IDSC:
On fully paid certificates 85,101 93,546 141,197
On installment certificates 6,741 6,704 5,270
On advance payments - - 89
Total provision before reserve recoveries 108,394 124,500 179,213
Reserve recoveries from terminations
prior to maturity (1,106) (984) (1,038)
Net provision for certificate reserves 107,288 123,516 178,175
Net investment income before income taxes 41,997 47,939 46,994
Income tax benefit (note 7) 2,663 3,365 11,666
Net investment income 44,660 51,304 58,660
Realized gain (loss) on investments - net:
Securities of unaffiliated issuers (7,514) (9,870) (9,498)
Other-unaffiliated 1,638 (418) (500)
Total loss on investments (5,876) (10,288) (9,998)
Income tax benefit (expense) (note 7):
Current 2,414 19,508 (6,121)
Deferred (367) (14,891) 9,520
Total income tax benefit 2,047 4,617 3,399
Net realized loss on investments (3,829) (5,671) (6,599)
Net income - wholly owned subsidiary 241 120 3
Net income $41,072 $45,753 $52,064
See notes to financial statements.
<PAGE>
PAGE 34
Statements of Stockholder's Equity
Year ended Dec. 31, 1994 1993 1992
($ thousands)
Common Stock:
Balance at beginning and end of year $1,500 $1,500 $1,500
Additional Paid-in Capital:
Balance at beginning of year $147,144 $166,144 $206,393
Contribution from Parent 3,000 - 52,309
Dividends declared:
Cash (9,800) (19,000) (28,000)
Investment security - - (64,558)
Balance at end of year $140,344 $147,144 $166,144
Retained Earnings:
Appropriated for predeclared additional credits/interest (note 4B):
Balance at beginning of year $2,726 $2,804 $4,247
Transferred from (to) unappropriated retained earnings 15,672 (78) (1,443)
Balance at end of year $18,398 $2,726 $2,804
Appropriated for additional interest on advance payments (note 4C):
Balance at beginning of year $25 $100 $100
Transferred from (to) unappropriated retained earnings 25 (75) -
Balance at end of year $50 $25 $100
Unappropriated (note 5):
Balance at beginning of year $9,743 $9,337 $11,580
Net income 41,072 45,753 52,064
Transferred (to) from appropriated retained earnings (15,697) 153 1,443
Cash dividends declared (30,400) (45,500) (55,750)
Balance at end of year $4,718 $9,743 $9,337
Unrealized holding gains and losses on investment securities -
net (notes 1 and 3A):
Balance at beginning of year $- $- $-
Adjustment due to initial application of SFAS 115 8,827 - -
Decrease during year (31,985) - -
Balance at end of year ($23,158) $- $-
Total stockholder's equity $141,852 $161,138 $179,885
See notes to financial statements.
<PAGE>
PAGE 35
Statements of Cash Flows
Year ended Dec. 31, 1994 1993 1992
($ thousands)
Cash flows from operating activities:
Net income $41,072 $45,753 $52,064
Adjustments to reconcile net income to net
cash provided by operating activities:
Net income of wholly owned subsidiary (241) (120) (3)
Certificate reserves 107,288 123,516 178,175
Interest income added to certificate loans (2,133) (2,454) (2,743)
Amortization of premium/discount-net 22,114 27,494 30,136
Deferred federal income taxes 4,263 11,446 (13,501)
Deferred distribution fees (7,527) 1,935 1,277
Net loss on investments 5,876 10,288 9,998
(Increase) decrease in dividends and interest receivable - (1,829) 10,009 10,946
(Increase) decrease in other assets (466) 967 2,277
Increase (decrease) in other liabilities (3,210) 4,979 (2,934)
Net cash provided by operating activities 165,207 233,813 265,692
Cash flows from investing activities:
Maturity and redemption of investments:
Held-to-maturity securities 350,411 641,778 951,155
Available-for-sale securities 173,547 - -
Other investments 35,130 21,373 17,492
Sale of investments:
Held-to-maturity securities 3,164 329,942 616,628
Available-for-sale securities 267,808 - -
Other investments - 5,454 -
Certificate loan payments 7,508 8,991 10,505
Purchase of investments:
Held-to-maturity securities (46,080) (498,841) (1,025,097)
Available-for-sale securities (830,826) - -
Other investments (9,208) (78,816) (122,465)
Certificate loan fundings (7,603) (10,275) (12,610)
Investment in subsidiary (450) (2,000) -
Net cash (used in) provided by investing activities ($56,599) $417,606 $435,608
See notes to financial statements.
<PAGE>
PAGE 36
Statements of Cash Flows (continued)
Year ended Dec. 31, 1994 1993 1992
($ thousands)
Cash flows from financing activities:
Reserve payments by certificate holders $1,613,820 $1,103,391 $1,380,376
Proceeds from securities loaned to brokers - 6,150 52,721
Proceeds from reverse repurchase agreements - 72,800 215,475
Capital contribution from Parent 3,000 - 52,309
Certificate maturities and cash surrenders (1,599,159) (1,705,967) (2,007,880)
Payments to brokers upon return of securities loaned - (7,793) (53,550)
Payments under reverse repurchase agreements - (72,800) (215,475)
Dividends paid (40,200) (64,500) (83,750)
Net cash used in financing activities (22,539) (668,719) (659,774)
Net increase (decrease) in cash and cash equivalents 86,069 (17,300) 41,526
Cash and cash equivalents beginning of year 54,059 71,359 29,833
Cash and cash equivalents end of year $140,128 $54,059 $71,359
Supplemental disclosures including non-cash transactions:
Cash received for income taxes $2,416 $26,606 $3,847
Certificate maturities and surrenders through loan reductions 11,454 13,656 16,071
Dividend-in-kind of preferred stock including related
deferred income tax of $516 - - 64,558
See notes to financial statements.
</TABLE>
<PAGE>
PAGE 37
Notes to Financial Statements ($ in thousands unless indicated
otherwise)
1. Summary of significant accounting policies
IDS Certificate Company (IDSC) is a wholly owned subsidiary of
American Express Financial Corporation (Parent) (formerly IDS
Financial Corporation), which is a wholly owned subsidiary of
American Express Company.
IDSC is in the business of issuing face-amount investment
certificates.
Described below are certain accounting policies that are important
to an understanding of the accompanying financial statements.
Basis of financial statement presentation
The accompanying financial statements are presented in accordance
with generally accepted accounting principles, except only the
accounts of IDSC are included. IDSC uses the equity method of
accounting for its wholly owned unconsolidated subsidiary, which is
the method prescribed by the Securities and Exchange Commission
(SEC) for issuers of face-amount certificates. Certain amounts
from prior years have been reclassified to conform to the current
year presentation.
Fair values of financial instruments
The fair values of financial instruments disclosed in the notes to
financial statements are estimates based upon current market
conditions and perceived risks, and require varying degrees of
management judgment.
Preferred stock dividend income
IDSC recognizes dividend income from cumulative redeemable
preferred stocks with fixed maturity amounts on an accrual basis
similar to that used for recognizing interest income on debt
securities.
Securities
Cash equivalents are carried at amortized cost, which approximates
fair value. IDSC has defined cash and cash equivalents as cash in
banks and highly liquid investments with a maturity of three months
or less at acquisition and are not interest rate sensitive.
In May 1993, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards (SFAS) No. 115,
"Accounting for Certain Investments in Debt and Equity Securities,"
which IDSC adopted as of Jan. 1, 1994. Under the new rules, debt
securities that IDSC has both the positive intent and ability to
hold to maturity are carried at amortized cost. Debt securities
IDSC does not have the positive intent to hold to maturity, as well
as all marketable equity securities, are classified as available
for sale and carried at fair value. Unrealized holding gains and <PAGE>
PAGE 38
Notes to Financial Statements (continued)
losses on securities classified as available for sale are carried,
net of deferred income taxes, as a separate component of
stockholder's equity. The opening balance of stockholder's equity
was increased by $8,827 (net of $4,752 in deferred income taxes) to
reflect the net unrealized holding gains on securities classified
as available for sale previously carried at amortized cost or the
lower of cost or market.
The basis for determining cost in computing realized gains and
losses on securities is specific identification. When there is a
decline in value that is other than temporary, the securities are
carried at estimated realizable value with the amount of adjustment
included in income.
First mortgage loans on real estate
Mortgage loans are carried at amortized cost, less reserves for
losses, which is the basis for determining any realized gains or
losses. When economic evaluations of the underlying real estate
indicate a loss on a loan is likely to occur, an allowance for loss
is recorded. IDSC generally stops accruing interest on loans for
which interest is delinquent more than three months.
Certificates
Investment certificates may be purchased either with a lump-sum
payment or by installment payments. Certificate holders are
entitled to receive at maturity a definite sum of money. Payments
from certificate holders are credited to investment certificate
reserves. Investment certificate reserves accumulate at specified
percentage rates. Reserves also are maintained for advance
payments made by certificate holders, accrued interest thereon, and
for additional credits and accrued interest thereon. On
certificates allowing for the deduction of a surrender charge, the
cash surrender values may be less than accumulated investment
certificate reserves prior to maturity dates. Cash surrender
values on certificates allowing for no surrender charge are equal
to certificate reserves. The payment distribution, reserve
accumulation rates, cash surrender values, reserve values and other
matters are governed by the Investment Company Act of 1940 ("the
1940 Act").
Deferred distribution fee expense
On certain series of certificates, distribution fees are deferred
and amortized over the estimated lives of the related certificates,
which is approximately 10 years. Upon surrender, unamortized
deferred distribution fees are charged against income.
Federal income taxes
IDSC's taxable income or loss is included in the consolidated
federal income tax return of American Express Company. IDSC
provides for income taxes on a separate return basis, except that,
under an agreement between Parent and American Express Company, tax
<PAGE>
PAGE 39
Notes to Financial Statements (continued)
benefits are recognized for losses to the extent they can be used
in the consolidated return. It is the policy of Parent and its
subsidiaries that Parent will reimburse a subsidiary for any tax
benefits recorded.
2. Deposit of assets and maintenance of qualified assets
A) Under the provisions of its certificates and the 1940 Act,
IDSC was required to have qualified assets (as that term is defined
in Section 28(b) of the 1940 Act) in the amount of $2,895,226 and
$2,767,057 at Dec. 31, 1994 and 1993, respectively. IDSC had
qualified assets of $3,040,416 at Dec. 31, 1994 and $2,931,737 at
Dec. 31, 1993, excluding net unrealized depreciation on
available-for-sale securities of $35,627 at Dec. 31, 1994.
Qualified assets are valued in accordance with such provisions of
the Code of the District of Columbia as are applicable to life
insurance companies. Qualified assets for which no provision for
valuation is made in such code are valued in accordance with rules,
regulations or orders prescribed by the SEC. These values are the
same as financial statement carrying values, except for debt
securities classified as available for sale and all marketable
equity securities, which are carried at fair value in the financial
statements but are valued at amortized cost for qualified asset and
deposit maintenance purposes.
B) Pursuant to provisions of the certificates, the 1940 Act, the
central depositary agreement and to requirements of various states,
qualified assets of IDSC were deposited as follows:
Dec. 31, 1994
Required
Deposits deposits Excess
Deposits to meet certificate
liability requirements:
States $417 $388 $29
Central Depositary 2,939,538 2,817,716 121,822
Total $2,939,955 $2,818,104 $121,851
Dec. 31, 1993
Required
Deposits deposits Excess
Deposits to meet certificate
liability requirements:
States $421 $393 $28
Central Depositary 2,814,553 2,695,884 118,669
Total $2,814,974 $2,696,277 $118,697
<PAGE>
PAGE 40
Notes to Financial Statements (continued)
The assets on deposit at Dec. 31, 1994 and 1993 consisted of
securities having a deposit value of $2,659,676 and $2,500,790,
respectively; mortgage loans of $252,263 and $276,711,
respectively; and other assets of $28,016 and $37,473,
respectively. Mortgage loans on deposit include an affiliated
mortgage loan.
American Express Trust Company (formerly IDS Trust Company) is the
central depositary for IDSC. See note 6C.
3. Investments
A) Fair values of investments in securities represent market
prices and estimated fair values when quoted prices are not
available. Estimated fair values are determined by IDSC using
established procedures, involving review of market indexes, price
levels of current offerings and comparable issues, price estimates
and market data from independent brokers and financial files. The
procedures are reviewed annually. IDSC's vice president -
investments reports to the board of directors on an annual basis
regarding such pricing sources and procedures to provide assurance
that fair value is being achieved.
The following is a summary of securities held to maturity and
securities available for sale at Dec. 31, 1994 and securities
carried at amortized cost at Dec. 31, 1993.
<TABLE>
<CAPTION>
Dec. 31, 1994
Gross Gross
Amortized Fair unrealized unrealized
cost value gains losses
<S> <C> <C> <C> <C>
HELD TO MATURITY
U.S. Government and agencies obligations $417 $417 $1 $1
Mortgage-backed securities 65,101 66,329 1,251 23
State and municipal obligations 145,205 150,856 5,659 8
Corporate debt securities 405,716 408,087 5,683 3,312
Foreign government bonds and obligations 10,048 10,065 17 -
Stated maturity preferred stock 619,306 616,655 10,201 12,852
$1,245,793 $1,252,409 $22,812 $16,196
AVAILABLE FOR SALE
Mortgage-backed securities $745,513 $724,276 $1,079 $22,316
Corporate debt securities 487,799 473,865 460 14,394
Stated maturity preferred stock 28,234 27,894 50 390
Common stock 755 639 - 116
$1,262,301 $1,226,674 $1,589 $37,216
Dec. 31, 1993
Gross Gross
Amortized Fair unrealized unrealized
cost value gains losses
CARRIED AT AMORTIZED COST
U.S. Government and agencies obligations $421 $443 $22 $-
Mortgage-backed securities 750,719 765,238 16,934 2,415
State and municipal obligations 179,394 195,081 15,687 -
Corporate debt securities 702,123 746,331 45,608 1,400
Stated maturity preferred stock 797,044 835,320 40,933 2,657
Common stock 2,218 2,357 139 -
$2,431,919 $2,544,770 $119,323 $6,472
</TABLE>
<PAGE>
PAGE 41
Notes to Financial Statements (continued)
The amortized cost and fair value of securities held to maturity
and available for sale, by contractual maturity, at Dec. 31, 1994,
are shown below. Cash flows will differ from contractual
maturities because issuers may have the right to call or prepay
obligations.
Amortized Fair
cost value
HELD TO MATURITY
Due within 1 year $142,206 $144,388
Due after 1 through 5 years 491,017 497,199
Due after 5 years through 10 years 384,200 383,699
Due after 10 years 163,269 160,794
1,180,692 1,186,080
Mortgage-backed securities 65,101 66,329
$1,245,793 $1,252,409
AVAILABLE FOR SALE
Due within 1 year $78,018 $77,683
Due after 1 through 5 years 315,279 306,508
Due after 5 years through 10 years 70,698 65,590
Due after 10 years 52,038 51,978
516,033 501,759
Mortgage-backed securities 745,513 724,276
Common stock 755 639
$1,262,301 $1,226,674
During the year ended Dec. 31, 1994, there were no securities
classified as trading securities.
During the year ended Dec. 31, 1994, securities classified as
available for sale were sold with proceeds of $265,008 and gross
realized gains on such sales of $363 and gross realized losses on
such sales of $10,140.
During the year ended Dec. 31, 1994, a held-to-maturity security
was sold with an amortized cost of $3,158. A gain of $5 was
realized on the sale. The security was sold due to deterioration
in the issuer's creditworthiness.
There were no transfers from securities classified as held to
maturity during the year ended Dec. 31, 1994.
B) Investments in securities with fixed maturities comprised 84%
and 85% of IDSC's total invested assets at Dec. 31, 1994 and 1993,
respectively. Securities are rated by Moody's and Standard & Poors
(S&P), or by Parent's internal analysts, using criteria similar to
Moody's and S&P, when a public rating does not exist. A summary of
investments in securities with fixed maturities by rating of
investment is as follows:
Rating 1994 1993
Aaa/AAA 36% 35%
Aa/AA 5 4
Aa/A 3 1
A/A 25 22 <PAGE>
PAGE 42
A/BBB 3 3
Baa/BBB 24 31
Below investment grade 4 4
100% 100%
Of the securities rated Aaa/AAA, 88% at Dec. 31, 1994 and 87% at
Dec. 31, 1993, are U.S. Government Agency mortgage-backed
securities that are not rated by a public rating agency.
Approximately 17% at Dec. 31, 1994 and 23% at Dec. 31, 1993 of
other securities with fixed maturities are rated by Parent's
internal analysts. No investment in any one issuer at Dec. 31,
1994 and 1993, is greater than 1% and 2%, respectively, of IDSC's
total investment in securities with fixed maturities.
At Dec. 31, 1994 and 1993, approximately 9% and 10%, respectively,
of IDSC's invested assets were first mortgage loans on real estate.
A summary of first mortgage loans by region and by type of real
estate is as follows:
Region 1994 1993
East North Central 25% 23%
South Atlantic 24 23
West North Central 18 21
Middle Atlantic 16 14
Mountain 6 6
West South Central 5 8
Pacific 3 3
New England 3 2
100% 100%
Property Type 1994 1993
Apartments 41% 40%
Retail/shopping centers 30 28
Industrial buildings 12 13
Office buildings 8 10
Retirement homes 1 1
Hotels/motels - 1
Other 8 7
100% 100%
The carrying amounts and fair values of first mortgage loans on
real estate are as follows at Dec. 31. The fair values are
estimated using discounted cash flow analysis, using market
interest rates currently being offered for loans with similar terms
to borrowers of similar credit quality.
<PAGE>
PAGE 43
Dec. 31, 1994 Dec. 31, 1993
Carrying Fair Carrying Fair
amount value amount value
Residential $48 $43 $53 $59
Commercial 254,531 246,874 282,773 289,726
254,579 246,917 282,826 289,785
Reserve for losses (611) - (961) -
Net first mortgage
loans on real estate $253,968 $246,917 $281,865 $289,785
At Dec. 31, 1994 and 1993, there were no commitments for fundings
of first mortgage loans. If there were any commitments, IDSC
employs policies and procedures to ensure the creditworthiness
of the borrowers and that funds will be available on the funding
date. IDSC's first mortgage loan fundings are restricted to 75% or
less of the market value of the real estate at the time of the loan
funding.
C) IDSC reserves freedom of action with respect to its acquisition
of restricted securities that offer advantageous and desirable
investment opportunities. In a private negotiation, IDSC may
purchase for its portfolio all or part of an issue of restricted
securities. Since IDSC would intend to purchase such securities
for investment and not for distribution, it would not be "acting as
a distributor" if such securities are resold by IDSC at a later
date.
The fair values of restricted securities are determined by the
board of directors using the procedures and factors described in
paragraph A of note 3.
In the event IDSC were to be deemed to be a distributor of the
restricted securities, it is possible that IDSC would be required
to bear the costs of registering those securities under the
Securities Act of 1933, although in most cases such costs would be
borne by the issuer of the restricted securities.
<PAGE>
PAGE 44
4. Certificate reserves
Reserves maintained on outstanding certificates have been computed
in accordance with the provisions of the certificates and Section
28 of the 1940 Act. The average rates of accumulation on
certificate reserves at Dec. 31, 1994 and 1993 were:
<TABLE>
<CAPTION>
1994
Average Average
Reserve gross additional
balance accumulation credit
at Dec.31 rate rate
<S> <C> <C> <C>
Installment certificates:
Reserves to mature:
With guaranteed rates $49,278 3.49% 1.51%
Without guaranteed rates (A) 286,434 - 2.97
Additional credits and accrued interest 19,698 3.11 -
Advance payments and accrued interest (C) 1,634 3.08 1.92
Other 56 - -
Fully paid certificates:
Reserves to mature:
With guaranteed rates 234,822 3.25 1.09
Without guaranteed rates (A) and (D) 2,154,376 - 4.81
Additional credits and accrued interest 140,766 3.35 -
Due to unlocated certificate holders 341 - -
$2,887,405
1993
Average Average
Reserve gross additional
balance accumulation credit
at Dec.31 rate rate
Installment certificates:
Reserves to mature:
With guaranteed rates $57,958 3.49% 1.01%
Without guaranteed rates (A) 294,691 - 2.74
Additional credits and accrued interest 18,555 3.09 -
Advance payments and accrued interest 1,943 3.05 1.45
Other 54 - -
Fully paid certificates:
Reserves to mature:
With guaranteed rates 291,923 3.30 1.07
Without guaranteed rates (A) and (D) 1,951,493 - 3.56
Additional credits and accrued interest 160,440 3.37 -
Due to unlocated certificate holders 394 - -
$2,777,451
</TABLE>
A) There is no minimum rate of accrual on these reserves. Interest
is declared periodically, quarterly or annually, in accordance with
the terms of the separate series of certificates.
<PAGE>
PAGE 45
B) On certain series of single payment certificates, additional
interest is predeclared for periods greater than one year. At Dec.
31, 1994, $18,398 of retained earnings had been appropriated for
the predeclared additional interest, which represents the
difference between certificate reserves on these series, calculated
on a statutory basis, and the reserves maintained per books.
C) Certain series of installment certificates guarantee accrual of
interest on advance payments at an average of 3.08%. IDSC has
increased the rate of accrual to 5.00% through April 30, 1996. An
appropriation of retained earnings amounting to $50 has been made,
which represents the estimated additional accrual that will result
from the increase granted by IDSC.
D) IDS Stock Market Certificate enables the certificate holder to
participate in any relative rise in a major stock market index
without risking loss of principal. Generally the certificate has a
term of 12 months and may continue for up to 14 successive terms.
The reserve balance at Dec. 31, 1994 and 1993 was $263,494 and
$402,801, respectively.
E) The carrying amounts and fair values of certificate reserves
consisted of the following at Dec. 31, 1994 and 1993. Fair values
of certificate reserves with interest rate terms of one year or
less approximated the carrying values less any applicable surrender
charges. The fair values for other certificate reserves are a
discounted cash flow analysis using interest rates currently
offered for certificates with similar remaining terms, less any
applicable surrender charges.
<TABLE><CAPTION>
1994 1993
Carrying Fair Carrying Fair
amount value amount value
<S> <C> <C> <C> <C>
Reserves with terms of one year or less $2,425,880 $2,415,970 $2,409,668 $2,402,972
Other 461,525 461,060 367,783 384,484
Total certificate reserves 2,887,405 2,877,030 2,777,451 2,787,456
Unapplied certificate transactions 2,671 2,671 1,064 1,064
Certificate loans and accrued interest (58,840) (58,840) (68,174) (68,174)
Total $2,831,236 $2,820,861 $2,710,341 $2,720,346
</TABLE>
5. Dividend restriction
Certain series of installment certificates outstanding provide that
cash dividends may be paid by IDSC only in calendar years for which
additional credits of at least one-half of 1% on such series of
certificates have been authorized by IDSC. This restriction has
been removed for 1995 and 1996 by action of IDSC on additional
credits in excess of this requirement.
6. Fees paid to Parent and affiliated companies ($ not in
thousands)
A) The basis of computing fees paid or payable to Parent for
investment advisory and services is:
The investment advisory and services agreement with Parent provides
for a graduated scale of fees equal on an annual basis to 0.75% on
the first $250 million of total book value of assets of IDSC, 0.65%
on the next $250 million, 0.55% on the next $250 million, 0.50% on
the next $250 million and 0.45% on the amount in excess of $1
billion. The fee is payable monthly in an amount equal to
one-twelfth of each of the percentages set forth above. Excluded
from assets for purposes of this computation are first-mortgage
loans, real estate and any other asset on which IDSC pays a service
fee.
B) The basis of computing fees paid or payable to American Express
Financial Advisors Inc. (formerly IDS Financial Services Inc.) (an
affiliate) for distribution services is:
Fees payable to American Express Financial Advisors Inc. on sales
of IDSC's certificates are based upon terms of agreements giving
American Express Financial Advisors Inc. the exclusive right to
distribute the certificates covered under the agreements. The
agreements provide for payment of fees over a period of time. The
aggregate fees payable under the agreements per $1,000 face amount
of installment certificates and $1,000 purchase price of single
payments, and a summary of the periods over which the fees are
payable, shown by series are:
<TABLE><CAPTION>
Number of
certificate
years over
Aggregate fees payable which
subsequent
First Subsequent years' fees
Total year years are payable
<S> <C> <C> <C> <C>
Installment certificates(a) $30.00 $6.00 $24.00 4
Single-payment certificates 60.00 60.00 - -
Future Value certificates 50.00 50.00 - -
</TABLE>
Fees on Cash Reserve and Flexible Savings (formerly Variable Term)
certificates are paid at a rate of 0.25% of the purchase price at
time of issuance and 0.25% of the reserves maintained for these
certificates at the beginning of the second and subsequent quarters
from issue date.
Fees on the Investors Certificate are paid at an annualized rate of
1% of the reserves maintained for the certificates. Fees are paid
at the end of each term on certificates with a one, two or
three-month term. Fees are paid each quarter from date of issuance
on certificates with a six, 12, 24 or 36-month term.
Fees on the Stock Market Certificate are paid at a rate of 1.25% of
the purchase price on the first day of the certificate's term and
1.25% of the reserves maintained for these certificates at the
beginning of each subsequent term.
(a) At the end of the sixth through the 10th year, an additional
fee is payable of 0.5% of the daily average balance of the
certificate reserve maintained during the sixth through the 10th
year, respectively.
<PAGE>
PAGE 47
C) The basis of computing depositary fees paid or payable to
American Express Trust Company (formerly IDS Trust Company) (an
affiliate) is:
<TABLE><CAPTION>
<S> <C>
Maintenance charge per account 5 cents per $1,000 of assets on deposit
Transaction charge $20 per transaction
Security loan activity:
Depositary Trust Company
receive/deliver $20 per transaction
Physical receive/deliver 25 per transaction
Exchange collateral 15 per transaction
</TABLE>
A transaction consists of the receipt or withdrawal of securities
and commercial paper and/or a change in the security position. The
charges are payable quarterly except for maintenance, which is an
annual fee.
D) The basis for computing fees paid or payable to American
Express Service Corporation (an affiliate) in connection with the
American Express Savings Certificate was:
Distribution Fees - Fees were paid at a rate of 0.25% of the
reserves maintained at the end of the first and subsequent calendar
quarters.
Transfer Agent Fees - Fees of $3.50 per certificate account were
paid each month.
E) The basis for computing fees paid or payable to American
Express Bank Ltd. (an affiliate) for the distribution of the IDS
Special Deposits certificate on an annualized basis is:
0.80% of the reserves maintained for the certificates on an amount
from $250,000 to $499,000, 0.65% on an amount from $500,000 to
$999,000 and 0.50% on an amount $1,000,000 or more. Fees are paid
at the end of each term on certificates with a one, two or
three-month term. Fees are paid at the end of each quarter from
date of issuance on certificates with a six, 12, 24 or 36-month
term.
7. Income taxes
Income tax expense (benefit) as shown in the statement of
operations for the three years ended Dec. 31, consists of:
1994 1993 1992
Federal:
Current ($8,743) ($19,777) ($1,571)
Deferred 3,933 11,446 (13,501)
(4,810) (8,331) (15,072)
State 100 349 7
($4,710) ($7,982) ($15,065)
<PAGE>
PAGE 48
Income tax expense (benefit) differs from that computed by using
the U.S. Statutory rate of 35% for 1994 and 1993 and 34% for 1992.
The principal causes of the difference in each year are shown
below:
<TABLE><CAPTION>
1994 1993 1992
<S> <C> <C> <C>
Federal tax expense (benefit) at U.S. statutory rate $12,642 $13,178 $12,579
Tax-exempt interest (4,205) (4,929) (6,212)
Dividend exclusion (13,862) (17,326) (22,317)
Change in statutory rates - (406) -
Other, net 615 1,152 878
Federal tax benefit ($4,810) ($8,331) ($15,072)
</TABLE>
Deferred income taxes result from the net tax effects of temporary
differences. Temporary differences are differences between the tax
bases of assets and liabilities and their reported amounts in the
financial statements that will result in differences between income
for tax purposes and income for financial statement purposes in
future years. Principal components of IDSC's deferred tax assets
and liabilities as of Dec. 31, are as follows.
1994 1993
Deferred tax assets:
Investment unrealized losses $12,470 $-
Certificate reserves 4,315 6,127
Investments 1,390 1,225
Investment reserves 1,120 1,487
Purchased/written call options 283 -
Total deferred tax assets 19,578 8,839
Deferred tax liabilities:
Deferred distribution fees 9,500 6,865
Dividends receivable 1,000 1,255
Return of capital dividends 508 463
Purchased/written call options - 254
Other, net 198 167
Total deferred tax liabilities 11,206 9,004
Net deferred tax assets (liabilities) $8,372 ($165)
8. Derivative financial instruments
IDSC enters into transactions involving derivative financial
instruments as an end user (nontrading). IDSC uses these
instruments to manage its exposure to interest rate risk, including
hedging specific transactions. IDSC manages risks associated with
these instruments as described below.
<PAGE>
PAGE 49
Market risk is the possibility that the value of the derivative
financial instrument will change due to fluctuations in a factor
from which the instrument derives its value, primarily an interest
rate or a major market index. IDSC is not impacted by market risk
related to derivatives held because derivatives are largely used to
manage risk and, therefore, the cash flows and income effects of
the derivatives are inverse to the effects of the underlying hedged
transactions.
Credit exposure is the possibility that the counterparty will not
fulfill the terms of the contract. IDSC monitors credit exposure
related to derivative financial instruments through established
approval procedures, including setting concentration limits by
counterparty, reviewing credit ratings and requiring collateral
where appropriate. The majority of IDSC's counterparties to the
interest rate caps are rated A or better by nationally recognized
rating agencies. The counterparties to the call options are five
major broker/dealers.
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
do not represent market risk or credit exposure.
Credit exposure related to derivative financial instruments is
measured by the carrying amount, if higher, or the replacement cost
of those contracts in a gain position at the balance sheet date.
The replacement cost represents the fair value of the instrument,
and is determined by market values, dealer quotes or pricing
models.
IDSC's holdings of derivative financial instruments were as follows
at Dec. 31, 1994.
<TABLE><CAPTION>
Notional Total
or contract Carrying Fair credit
amount value value exposure
<S> <C> <C> <C> <C>
Assets:
Interest rate caps $1,020,000 $14,946 $24,727 $24,727
Purchased call options 191,496 7,770 8,886 8,886
Total $1,211,496 $22,716 $33,613 $33,613
Liabilities:
Written call options $189,443 $2,070 $1,779 $-
</TABLE>
The fair values of derivative financial instruments are based on
market values, dealer quotes or pricing models. The interest rate
caps expire on various dates from 1995 to 1997. The options expire
in 1995.
Interest rate caps and options are used to manage IDSC's exposure
to rising interest rates. These instruments are used primarily to
protect the margin between the interest rate earned on investments
and the interest rate accrued to related investment certificate
holders.
<PAGE>
PAGE 50
The interest rate caps are quarterly reset caps and IDSC earns
interest on the notional amount to the extent the London Interbank
Offering Rate exceeds the reference rates specified in the cap
agreements. These reference rates range from 4% to 13%. The cost
of these caps of $14,946 at Dec. 31, 1994, is being amortized over
the terms of the agreements (three to seven years) on a straight
line basis and is included in other qualified assets. The
amortization, net of any interest earned, is included in investment
expenses.
IDSC offers a series of certificates which pay interest based upon
the relative change in a major stock market index between the
beginning and end of the certificates' term. The certificate
holders have the option of participating in the full amount of
increase in the index during the term (subject to a specified
maximum) or a lesser percentage of the increase plus a guaranteed
minimum rate of interest. As a means of hedging its obligations
under the provisions of these certificates, IDSC purchases and
writes call options on the major market index. The options are
cash settlement options, that is, there is no underlying security
to deliver at the time the contract is closed out.
The option contracts are less than one year in term. The premiums
paid or received on these index options are reported in other
qualified assets or other liabilities, as appropriate, and are
amortized into investment expenses over the life of the option.
The intrinsic value of these index options is also reported in
other qualified assets or other liabilities, as appropriate. The
unrealized gains and losses related to the changes in the intrinsic
value of these options are recognized currently in provision for
certificate reserves.
Following is a summary of open option contracts at Dec. 31, 1994
and 1993.
<TABLE><CAPTION>
1994
Face Average Index at
amount strike price Dec.31,1994
<S> <C> <C> <C>
Purchased call options $191,496 460 459
Written call options 189,443 506 459
1993
Face Average Index at
amount strike price Dec.31,1993
Purchased call options $221,389 452 466
Written call options 207,540 497 466
</TABLE>
9. Fair values of financial instruments
IDSC is required to disclose fair value information for most on-
and off-balance sheet financial instruments for which it is
practical to estimate that value. Certain financial instruments
such as trade receivables and payables (when the carrying value
approximates the fair value), and all non-financial instruments,
such as deferred distribution fees, are excluded from required <PAGE>
PAGE 51
disclosure. IDSC's off-balance sheet intangible assets, such as
IDSC's name and future earnings of the core business are also
excluded. IDSC's management believes the value of these excluded
assets is significant. The fair value of IDSC, therefore, cannot
be estimated by aggregating the amounts presented.
A summary of fair values of financial instruments as of Dec. 31, is
as follows:
<TABLE><CAPTION>
1994 1993
Carrying Fair Carrying Fair
value value value value
<S> <C> <C> <C> <C>
Financial assets
Cash equivalents (note 1) $152,912 $152,912 $68,871 $68,871
Investment securities (note 3) 2,472,467 2,479,083 2,431,919 2,544,770
First mortgage loans on real estate (note 3) 253,968 246,917 281,865 289,785
Derivative financial instruments (note 8) 22,716 33,613 38,424 21,425
Financial liabilities
Certificate reserves (note 4) 2,831,236 2,820,861 2,710,341 2,720,346
Derivative financial instruments (note 8) 2,070 1,779 1,640 2,992
</TABLE>
<PAGE>
PAGE 52
Earn competitive certificate rates and maintain safety of principal
with...
The IDS Series D-1 Investment Certificate
Guaranteed principal and interest
IDS Certificate Company (IDSC) guarantees that if you hold your
certificate until term end, you will get back every penny you put
in - and we guarantee a fixed interest rate for each calendar
quarter.
A century of safety and stability
IDSC and its parent, American Express Financial Corporation, have
never missed a payment to certificate holders since we opened for
business in 1894.
The backing of quality investments
Though IDS certificates are not insured by the FDIC as bank
deposits are, federal law requires that we back our certificates
dollar for dollar with cash and qualified investments. In fact,
the amortized cost of our investments exceeded as of Dec. 31, 1994,
the required carrying value of outstanding certificates by more
than $121 million.
Yields that compare favorably with banks
We set our interest rates using a leading index of 12-month bank
and thrift certificate of deposit rates. IDSC guarantees the rates
will be from .75% to 1.75% higher than the average rate published
in the 25-city BANK RATE MONITOR National IndexTM for 12-month
certificates of deposit.
Interest is accrued and credited daily on the Series D-1
Certificate. If a withdrawal is made during a month, interest will
be paid through the date of withdrawal. Interest is compounded at
the end of each calendar month.<PAGE>
PAGE 53
IDS Series D-1
Investment Certificate
Interest Declared Quarterly
IDS Certificate Company
IDS Tower 10
Minneapolis, MN 55440-0010
