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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM S-1
PRE-EFFECTIVE AMENDMENT NUMBER 1 to
REGISTRATION STATEMENT NO. 333-9611
IDS PREFERRED INVESTORS CERTIFICATE
UNDER
THE SECURITIES ACT OF 1933
IDS CERTIFICATE COMPANY
(Exact name of registrant as specified in charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
6725
(Primary Standard Industrial Classification Code Number)
41-6009975
(I.R.S. Employer Identification No.)
IDS Tower 10, Minneapolis, MN 55440-0010, (612) 671-3131
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Bruce A. Kohn, IDS Tower 10, Minneapolis, MN 55440-0010
(612) 671-2221
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
The Registrant has registered an indefinite number or amount of
securities under the Securities Act of 1933 pursuant to Section
24f-2 of the Investment Company Act of 1940.
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IDS Preferred Investors Certificate
Prospectus - September 30, 1996
Combines a competitive fixed rate of return with principal
guaranteed by IDS Certificate Company.
IDS Preferred Investors Certificates are issued by IDS Certificate
Company (IDSC). You may purchase this certificate by selecting a
term of 1, 2, 3, 6, 12, 24, or 36 months and an initial investment
of at least $250,000 but not more than $5 million (unless you
receive prior authorization to invest more). Your principal and
interest are guaranteed by IDSC. IDSC guarantees a fixed rate of
interest depending upon the term you select. You may invest in
successive terms up to a total of 20 years from the issue date of
the certificate. Your interest rate will be determined as
described in "About the certificate."
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."
This prospectus describes terms and conditions of your IDS
Preferred Investors Certificate. It contains facts that can help
you decide if the certificate is the right investment for you.
Read the prospectus before you invest and keep it for future
reference. No one has the authority to change the terms and
conditions of the IDS Preferred Investors Certificate as described
in the prospectus, or to bind IDSC by any statement not in it.
IDS Certificate Company
IDS Tower 10
Minneapolis, MN 55440-0010
1-800-437-3133 (toll free) or
(612) 671-3800 (Minneapolis/St. Paul area)
TTY numbers:
1-800-846-4293 (toll free) or
(612) 671-1630 (Minneapolis/St. Paul area)
An American Express company
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Where to get 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). Copies
can be obtained from the Public Reference Section of the SEC, 450
5th St., N.W., Washington, D.C. 20549, at prescribed rates. Or you
can inspect and copy information in person at the SEC's Public
Reference Section and 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 Street
Suite 1400
Chicago, IL 60611
Pacific Regional Office
5670 Wilshire Boulevard, 11th Floor
Los Angeles, CA 90036
Initial interest rates
IDSC guarantees a fixed rate of interest for each term. For the
initial term, the rate will be within a specified range of certain
average interest rates, generally referred to as the London
Interbank Offered Rates (LIBOR), as explained under "About the
certificate."
Here are the interest rates in effect on the date of this
prospectus, September 30, 1996:
Simple Effective
interest annualized
Term rate* yield**
1-month
2-month
3-month
6-month
12-month
24-month
36-month
*These are the rates for investments of $1 million. Rates may
depend on the factors described in "Rates for new purchases" and
"Promotions and pricing flexibility" under "About the certificate."
**Assuming monthly compounding for 12 months and a $1 million
purchase.
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These rates may or may not be in effect when you apply to purchase
your certificate. Rates for future terms are set at the discretion
of IDSC and may also differ from the rates shown here.
We reserve the right to issue other securities with different
terms.
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Contents
Table of contents
About the certificate
Investment amounts and terms p
Face amount and principal p
Value at maturity p
Receiving cash during the term p
Interest p
Rates for new purchases p
Promotions and pricing flexibility p
Additional investments p
How to invest and withdraw funds
Buying your certificate p
Full and partial withdrawals p
When your certificate term ends p
Transfers to other accounts p
Two ways to request a withdrawal or transfer
Three ways to receive payment when you withdraw funds p
Retirement plans: special policies p
Withdrawal at death p
Transfer of ownership p
For more information p
Taxes on your earnings
Retirement accounts p
Gifts to minors p
Foreign investors p
How your money is used and protected
Invested and guaranteed by IDSC p
Regulated by government p
Backed by our investments p
Investment policies p
How your money is managed
Relationship between IDSC and American
Express Financial Corporation p
Capital structure and certificates issued p
Investment management and services p
Distribution p
Employment of other American Express affiliates p
Directors and officers p
Auditors p
Financial information
Summary of selected financial information p
Management's discussion and analysis of
financial condition and results of operations p
Report of independent auditors p
Financial statements p
Notes to financial statements p<PAGE>
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Appendix
Description of corporate bond ratings p
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About the certificate
Investment amounts and terms
You may purchase the IDS Preferred Investors Certificate with a
single payment of at least $250,000 payable in U.S. currency. As
its name suggests, this certificate is designed to offer attractive
interest rates to investors with a large amount to invest. Unless
you receive prior authorization, your total amount paid in over the
life of the certificate, less withdrawals, cannot exceed $5
million.
After determining the amount you wish to invest, you select a term
of 1, 2, 3, 6, 12, 24, or 36 months for which IDSC will guarantee
an interest rate. Generally, you will be able to select any of the
terms offered. But if your certificate is nearing its 20-year
maturity, you will not be allowed to select a term that would carry
the certificate past its maturity date.
The certificate may be used as an investment for your Individual
Retirement Account (IRA), 401(k) plan account or other qualified
retirement plan account. If so used, the amount of your
contribution (investment) will be subject to any limitations of the
plan and applicable federal law.
Face amount and principal
The face amount of the certificate is the amount of your initial
investment, and will remain the same over the life of the
certificate. Any investment or withdrawal within 15 days of the
end of a term will be added on or deducted to determine principal
for the new term. The principal is the amount that is reinvested
at the beginning of each subsequent term, and is calculated as
follows:
Principal equals Face amount (initial investment)
plus At the end of a term, interest credited
to your account during the term
minus Any interest paid to you in cash
plus Any additional investments to your
certificate
minus Any withdrawals, fees and applicable
penalties.
Principal may change during a term as described in "Full and
partial withdrawals."
For example: Assume your initial investment (face amount) of
$500,000 has earned $7,500 of interest during the term. You have
not taken any interest as cash, or made any withdrawals. You have
invested an additional $250,000 at the beginning of the next term.
Your principal for the next term will equal:
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$500,000.00 Face amount (initial investment)
plus $7,500.00 Interest credited to your account
minus ($0.00) Interest paid to you in cash
plus $250,000.00 Additional investment to your
certificate made in the current term's
grace period
minus ($0.00) Withdrawals and applicable penalties
or fees
$757,500.00 Principal at the beginning of the next
term.
Value at maturity
You may continue to invest for successive terms for up to a total
of 20 years. Your certificate matures at 20 years from its issue
date. At maturity, the value of your certificate will be the total
of your purchase price, plus additional investments and any
credited interest not paid to you in cash, less any withdrawals and
penalties. Some fees may apply as described in "How to invest and
withdraw funds."
Receiving cash during the term
If you need your money before your certificate term ends, you may
withdraw part or all of its value at any time, less any penalties
that apply. Procedures for withdrawing money, as well as
conditions under which penalties apply, are described in "How to
invest and withdraw funds."
Interest
Your investments earn interest from the date they are credited to
your account. Interest is compounded and credited at the end of
each certificate month (on the monthly anniversary of the issue
date).
IDSC declares and guarantees a fixed rate of interest for each term
during the life of your certificate. We calculate the amount of
interest you earn each certificate month by:
o applying the interest rate then in effect to your balance each
day,
o adding these daily amounts to get a monthly total, and
o subtracting interest accrued on any amount you withdraw during
the certificate month.
Interest is calculated on a 30-day month and 360-day year basis.
Rates for new purchases
When your application is accepted and we have received your initial
investment, we will send you a confirmation of your purchase
showing the rate that your investment will earn. IDSC guarantees
that the rate in effect for your initial term will be within a 100<PAGE>
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basis point (1%) range tied to certain average interest rates for
comparable length dollar deposits available on an interbank basis
in the London market, and generally referred to as the London
Interbank Offered Rates (LIBOR). For investments of $1 million or
more, initial rates for specific terms are determined as follows:
1 month Within a range of 50 basis points below to 50 basis
points above the 1-month LIBOR rate.
2 months Within a range of 50 basis points below to 50 basis
points above the 1-month LIBOR rate. (A 2-month LIBOR
rate is not published.)
3 months Within a range of 50 basis points below to 50 basis
points above the 3-month LIBOR rate.
6 months Within a range of 50 basis points below to 50 basis
points above the 6-month LIBOR rate.
12 months Within a range of 50 basis points below to 50 basis
points above the 12-month LIBOR rate.
24 months Within a range of 50 basis points below to 50 basis
points above the 12-month LIBOR rate. (A 24-month LIBOR
rate is not published.)
36 months Within a range of 50 basis points below to 50 basis
points above the 12-month LIBOR rate. (A 36-month LIBOR
rate is not published.)
For investments from $500,000 to $999,999, initial rates for
specific terms are determined as follows:
1 month Within a range of 100 basis points below to 0 basis
points above the 1-month LIBOR rate.
2 months Within a range of 100 basis points below to 0 basis
points above the 1-month LIBOR rate. (A 2-month LIBOR
rate is not published.)
3 months Within a range of 100 basis points below to 0 basis
points above the 3-month LIBOR rate.
6 months Within a range of 100 basis points below to 0 basis
points above the 6-month LIBOR rate.
12 months Within a range of 100 basis points below to 0 basis
points above the 12-month LIBOR rate.
24 months Within a range of 100 basis points below to 0 basis
points above the 12-month LIBOR rate. (A 24-month LIBOR
rate is not published.)
36 months Within a range of 100 basis points below to 0 basis
points above the 12-month LIBOR rate. (A 36-month LIBOR
rate is not published.)<PAGE>
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For investments of $250,000 to $499,999, initial rates for specific
terms are determined as follows:
1 month Within a range of 150 basis points below to 50 basis
points below the 1-month LIBOR rate.
2 months Within a range of 150 basis points below to 50 basis
points below the 1-month LIBOR rate. (A 2-month LIBOR
rate is not published.)
3 months Within a range of 150 basis points below to 50 basis
points below the 3-month LIBOR rate.
6 months Within a range of 150 basis points below to 50 basis
points below the 6-month LIBOR rate.
12 months Within a range of 150 basis points below to 50 basis
points below the 12-month LIBOR rate.
24 months Within a range of 150 basis points below to 50 basis
points below the 12-month LIBOR rate. (A 24-month LIBOR
rate is not published.)
36 months Within a range of 150 basis points below to 50 basis
points below the 12-month LIBOR rate. (A 36-month LIBOR
rate is not published.)
Although the minimum investment is $250,000, in the event that your
investment is less than the minimum, the range of initial rates for
any given term will be 100 basis points less than the corresponding
range of rates for an investment of $250,000.
For example, if the LIBOR rate published on the date rates are
determined with respect to a 6-month certificate is 6.50%, the rate
declared on a 6-month IDS Preferred Investors Certificate between
$500,000 and $999,999 would be between 5.50% and 6.50%. If the
LIBOR rate published for a given date with respect to 12-month
deposits is 7.00%, IDSC's rates in effect for that date for the 24-
and 36-month IDS Preferred Investors Certificates between $500,000
and $999,999 would be between 6.00% and 7.00%. When your
application is accepted, you will be sent a confirmation showing
the rate that your investment will earn for the first term.
LIBOR is the interbank-offered rates for dollar deposits at which
major commercial banks will lend for specific terms in the London
market. Generally, LIBOR rates quoted by major London banks will
be the same. However, market conditions, including movements in
the U.S. prime rate and the internal funding position of each bank,
may result in minor differences in the rates offered by different
banks. LIBOR is a generally accepted and widely quoted interest-
rate benchmark. The average LIBOR rate used by IDSC is published
in The Wall Street Journal.
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Rates for new purchases are reviewed and may change daily. The
rate that is in effect for your chosen term will be the higher of:
o the rate in effect for your chosen term on the date your
application is accepted at IDSC's corporate office or,
o the rate in effect for your chosen term on the business
day preceding the date your application is accepted at
IDSC's corporate office.
The interest rates printed in the front of this prospectus may or
may not be in effect on the date your application to invest is
accepted. Rates for new purchases may vary depending on the amount
you invest, but will always be within the 100 basis point range
described above.
Interest rates for the term you have selected will not change once
the term has begun, unless a withdrawal reduces your account value
to a point where we pay a lower interest rate, as described in
"Full and partial withdrawals" under "How to invest and withdraw
funds."
Promotions and pricing flexibility
From time to time, IDSC may sponsor or participate in promotions
involving one or more of the certificates and their respective
terms. For example, we may offer different rates to new clients,
to existing clients, or to individuals who have purchased other
products or used other services of American Express Financial
Corporation (AEFC) or its subsidiaries or affiliates.
We also may offer different rates based on your amount invested,
geographic location and whether the certificate is purchased for an
IRA or a qualified retirement account.
These promotions will generally be for a specified period of time.
If we offer a promotion, the rates for new purchases will be within
the range of rates described under "Rates for new purchases."
Rates for future terms: Interest on your certificate for future
terms may be greater or less than the rates you receive during your
first term. In setting future interest rates, a primary
consideration will be the prevailing investment climate, including
the LIBOR rates. Nevertheless, we have complete discretion as to
what interest rate shall be declared beyond the initial term. If
LIBOR is no longer publicly available or feasible to use, IDSC may
use another, similar index as a guide for setting rates.
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Additional investments
You may make investments within 15 calendar days after the end of a
term (the "grace period"). About one week before the end of the
term you have selected for your certificate, we will send you a
notice indicating your term end date. Otherwise, to find out your
term end date and/or the current interest rate, contact the Client
Service Organization at the telephone number listed on the back
cover. The interest rate for your next term can be obtained by
calling this number after 12:00 noon Central time on the business
day preceding your renewal date. Your confirmation will show the
applicable rate. However, unless you receive prior approval from
IDSC your investment may not bring the aggregate net investment of
any one or more certificates held by you (excluding any interest
added during the life of the certificate and less withdrawals) over
$5 million.
How to invest and withdraw funds
Buying your certificate
Your American Express financial advisor will help you fill out and
submit an application to open an account with us and purchase a
certificate. We will process the application at our corporate
offices in Minneapolis. When your application is accepted and we
have received your initial investment, we will send you a
confirmation of your purchase, indicating your account number and
applicable rate of interest for your first term, as described under
"Rates for new purchases." See "Purchase policies" below.
Important: When opening an account, you must provide IDSC with
your correct Taxpayer Identification Number (Social Security or
Employer Identification Number). See "Taxes on your earnings."
Purchase policies
o Investments must be received and accepted in the Minneapolis
headquarters on a business day before 3 p.m. Central time to
be included in your account that day. Otherwise your purchase
will be processed the next business day.
o You have 15 days from the date of purchase to cancel your
investment without penalty by writing the Client Service
Organization at the address on the back of this prospectus.
If you decide to cancel your certificate within this 15-day
period, you will not earn any interest.
o IDSC has complete discretion to determine whether to accept an
application and sell a certificate.
A number of special policies apply to purchases, withdrawals and
exchanges within IRAs, 401(k) plans and other qualified retirement
plans. See "Retirement plans: special policies."
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Two ways to make investments
1
By mail
Send your check along with your name and account number to:
Regular mail:
American Express Financial Advisors Inc.
Client Service Organization
IDS Tower 10
Minneapolis, MN 55440-0010
Express mail:
American Express Financial Advisors Inc.
Client Service Organization
733 Marquette Ave.
Minneapolis, MN 55440-0010
2
By wire
For investment into an established account, you may wire money to:
Norwest Bank Minneapolis
Routing No. 091000019
Minneapolis, MN
Attn: Domestic Wire Dept.
Give these instructions:
Credit IDS Account #00-30-015 for personal account # (your
account number) for (your name).
If this information is not included, the order may be rejected and
all money received, less any costs IDSC incurs, will be returned
promptly.
o Wire orders can be accepted only on days when your bank, AEFC,
IDSC and Norwest Bank Minneapolis are open for business.
o Wire purchases are completed when wired payment is received
and we accept the purchase.
o Bank wire purchases are not sent until the next business day.
o Wire investments must be received and accepted in the
Minneapolis headquarters on a business day before 3 p.m.
Central time to be credited that day. Otherwise your purchase
will be processed the next business day.
o IDSC, AEFC and its other subsidiaries are not responsible for
any delays that occur in wiring funds, including delays in
processing by the bank.
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o You must pay any fee the bank charges for wiring.
Full and partial withdrawals
You may withdraw your certificate for its full value or make a
partial withdrawal of $100 or more at any time. However:
o If your withdrawal request is received in the Minneapolis
headquarters on a business day before 3 p.m. Central time, it
will be processed that day and payment will be sent the next
business day. Otherwise, your request will be processed one
business day later.
o Full and partial withdrawals of principal are subject to
penalties, described below.
o Interest payments in cash may be sent to you at the end of
each certificate month, quarter, or on a semiannual or annual
basis.
o If a withdrawal reduces your account value to a point where we
pay a lower interest rate, you will earn the lower rate from
the date of the withdrawal.
o Partial withdrawals during a term must be at least $100. You
may not make a partial withdrawal if it would reduce your
certificate balance to less than $250,000. If you request
such a withdrawal, we will contact you for revised
instructions.
o Scheduled partial withdrawals may be made monthly, quarterly,
semiannually, annually and at term end.
o Withdrawals before the end of the certificate month will
result in loss of accrued interest on the amount withdrawn.
You'll get the best result by timing a withdrawal at the end
of the certificate month.
Penalties for early withdrawal during a term: When you request a
full or partial withdrawal, we pay the amount you request:
o first from interest credited during the current term
o then from the principal of your certificate.
Any withdrawals (other than of interest credited) during a term are
deducted from the principal and are used in determining any
withdrawal charges.
Withdrawal penalties: For withdrawals during the term of more than
the interest credited that term, a 2% withdrawal penalty will be
deducted from the account's remaining balance.
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For example, assume you invest $1 million in a certificate and
select a two-year term. Four months later assume you have earned
$27,000 in interest. The following demonstrates how the withdrawal
charge is deducted:
When you withdraw a specific amount of money in excess of the
interest credited, we would have to withdraw somewhat more from
your account to cover the withdrawal charge. For instance, suppose
you request a $100,000 check on a $1 million investment. The first
$27,000 paid to you is interest earned that term, and the remaining
$73,000 paid to you is principal. We would send you a check for
$100,000 and deduct a withdrawal charge of $1,460 (2% of $73,000)
from the remaining balance of your certificate. Your new balance
would be $925,540.
Total investments $1,000,000.00
Interest credited $27,000.00
Total balance $1,027,000.00
Requested check $100,000.00
Credited interest withdrawn ($27,000.00)
Withdrawal charge percent 2%
Actual withdrawal charge $1,460.00
Balance prior to withdrawal $1,027,000.00
Requested withdrawal check ($100,000.00)
Withdrawal charge ($1,460.00)
Total balance after withdrawal $925,540.00
Additionally, if you make a withdrawal during a certificate month,
you will lose the entire amount of accrued but uncredited interest
for the month on the amount withdrawn. Reducing your amount below
$1 million would also cause it to earn interest at a lower rate.
For more information on withdrawal charges, talk with your American
Express financial advisor or call the Client Service Organization
at the number on the back cover.
When your certificate term ends
About one week before the end of the term you have selected for
your certificate, we will send you a notice indicating your term
end date. Otherwise to find out your term end date and/or the
current interest rates, contact the Client Service Organzation at
the telephone number listed on the back cover. The interest rate
for your next term can be obtained by calling this number after
12:00 noon Central time on the business day preceding your renewal
date. When your certificate term ends we will automatically renew
your certificate for the same term unless you notify us otherwise.
If you wish to select a different term, you must notify us in
writing before the end of the grace period. You will not be allowed
to select a term that would carry the certificate past its maturity
date.
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The interest rates that will apply to your new term will be those
in effect on the day the new term begins. We will send you a
confirmation showing the rate of interest that will apply to the
new term you have selected. This rate of interest will not be
changed during that term.
If you want to withdraw your certificate without a withdrawal
charge, you must notify us within 15 calendar days following the
end of a term.
You may also add to your investment within the 15 calendar days
following the end of your term. See "Additional investments" under
"About the certificate."
Other full and partial withdrawal policies:
o If you request a partial or full withdrawal of a certificate
recently purchased or added to by a check or money order that
is not guaranteed, we will wait for your check to clear.
Please expect a minimum of 10 days from the date of your
payment before IDSC mails a check to you. A check may be
mailed earlier if your bank provides evidence that your check
has cleared.
o If your certificate is pledged as collateral, any withdrawal
will be delayed until we get approval from the secured party.
o Any payments to you may be delayed under applicable rules,
regulations or orders of the SEC.
Transfers to other accounts
You may transfer part or all of your certificate for any other IDSC
certificate or into another existing American Express Financial
Advisors Inc. account that has the same registered ownership
(subject to any terms and conditions that may apply).
Two ways to request a withdrawal or transfer
1
By phone
o Call the Client Service Organization at the telephone numbers
listed on the back cover between 8 a.m. and 6 p.m. your local
time.
o Maximum phone request: $50,000
o Transfers into an American Express Financial Advisors Inc.
account with the same ownership.
o A telephone withdrawal request will not be allowed within 30
days of a phoned-in address change.
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o We will honor any telephone request believed to be authentic
and will use reasonable procedures to confirm that it is.
This includes asking identifying questions and tape recording
telephone calls. If reasonable procedures are not followed,
IDSC or AEFC will be liable for any loss resulting from
fraudulent requests.
You may request that telephone withdrawals not be authorized from
your account by writing the Client Service Organization.
2
By mail
Send your name, account number and request for a withdrawal or
transfer to:
Regular mail:
American Express Financial Advisors Inc.
Client Service Organization
IDS Tower 10
Minneapolis MN 55440-0010
Express mail:
American Express Financial Advisors Inc.
Client Service Organization
733 Marquette Avenue
Minneapolis MN 55440-0010
Written requests are required for:
o Transactions over $50,000.
o Pension plans and custodial accounts where the minor has
reached the age at which custodianship should terminate.
o Transfers to another American Express Financial Advisors Inc.
account with different ownership (all current registered
owners must sign the request).
Three ways to receive payment when you withdraw funds
1
By regular or express mail
o Mailed to address on record; please allow seven days for
mailing
o Payable to name(s) you requested
o For express mail, you will pay a charge that will vary
depending on the courier you select. We will deduct the
courier charge from your remaining certificate balance
provided that balance would not be less than $100,000. If the
balance would be less than $100,000, the charge is deducted
from the proceeds of the withdrawal.
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2
By wire
o Minimum wire withdrawal: $1,000
o Request that money be wired to your bank
o Bank account must be in same ownership as IDSC account
o Pre-authorization required. Complete the bank wire
authorization section in the application or use a form
supplied by your American Express financial advisor. All
registered owners must sign.
o A service fee, if any, may be deducted from your balance (for
partial withdrawals) or from the proceeds of a full
withdrawal.
3
By electronic transfer
o Available only for pre-authorized scheduled partial
withdrawals and other full or partial withdrawals
o No charge
o Deposited electronically in your bank account
o Allow two to five business days from request to deposit.
Retirement plans: special policies
o If the certificate is purchased for a 401(k) plan or other
qualified retirement plan account, the terms and conditions of
the certificate apply to the plan as the owner of this
certificate. However, the terms of the plan, as interpreted
by the plan trustee or administrator, will determine how a
participant's individual account under the plan is
administered. These terms may differ from the terms of the
certificate.
o If your certificate is held in a Custodial Retirement Plan (or
Keogh plan), special rules may apply at maturity. If no other
investment instructions are provided directing how to handle
your certificate at maturity, the full value of the
certificate will automatically transfer to a new or existing
cash management account according to the rules outlined in the
Custodial Retirement Plan document.
o The annual custodial fee for IRA or non-401(k) qualified
retirement plans may be deducted from your certificate
account. It may reduce the amount payable at maturity or the
amount received upon an early withdrawal.
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PAGE 19
o Retirement plan withdrawals may be subject to withdrawal
penalties or loss of interest even if they are not subject to
federal tax penalties.
o If you withdraw all funds from your last account in an IRA
plan at American Express Trust Company, a $25 termination fee
will apply.
o The IRA termination fee will be waived if a withdrawal occurs
after you have reached age 59 1/2 or upon the owner's death.
Withdrawal at death
If a certificate is surrendered upon the client's death, any
applicable surrender charge will be waived. In addition, if an IRA
termination fee is applicable, it will also be waived.
Transfer of ownership
While the certificate is not negotiable, IDSC will transfer
ownership upon written notification to our Client Service
Organization. However, if you have purchased your certificate for
an IRA, 401(k) plan or other qualified retirement plan, you may be
unable to transfer or assign the certificate without losing the
account's favorable tax status. Please consult your tax advisor.
For more information
For information on purchases, withdrawals, exchanges, transfers of
ownership, proper instructions and other service questions
regarding your certificate, please consult your financial advisor
or call the Client Service Organization at the number listed on the
back cover.
Taxes on your earnings
Interest on your certificate is taxable when credited to your
account. Each calendar year we provide the certificate account
owner and the IRS with reports of all earnings over $10 (Form
1099). Withdrawals are reported to the certificate account owner
and the IRS on Form 1099-B, Proceeds from Broker Transactions.
Retirement accounts
If you are using the certificate as an investment for an IRA,
401(k) plan account or other qualified retirement plan account,
income tax rules for your IRA or qualified plan apply. Generally,
you will pay no income taxes on your investment's earnings--and, in
many cases, on part or all of the investment itself--until you
begin to make withdrawals.
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 other qualified plan distributions,
unless the distribution is directly rolled over to another
qualified plan or IRA.<PAGE>
PAGE 20
Withdrawals from retirement accounts are generally subject to a
penalty tax of 10% by the IRS if you make them before age 59-1/2,
unless you are disabled or if they are made by your beneficiary in
the event of your death. (Other exceptions may apply.) Also,
withdrawals of principal during a certificate month may be subject
to the certificate's provision for loss of interest.
Consult your tax advisor to see how these rules apply to you before
you request a distribution from your plan or IRA.
Gifts to minors
The certificate may be given to a minor under either the Uniform
Gifts or Uniform Transfers to Minors Act (UGMA/UTMA), whichever
applies in your state. UGMAs/UTMAs are irrevocable. Generally,
under federal tax laws, income over $1,200 on property owned by
children under age 14 will be taxed at the parents' marginal tax
rate, while income on property owned by children 14 or older will
be taxed at the child's rate.
Your Taxpayer Identification Number (TIN) and backup withholding:
As with any financial account you open, you must list your current
and correct Taxpayer Identification Number (TIN)--either your
Social Security or Employer Identification Number. The TIN must be
certified under penalties of perjury on your application when you
open an account with IDSC.
If you don't provide the TIN to IDSC, or the TIN you report is
incorrect, you could be subject to backup withholding of 31% of
your interest earnings. You could also be subject to further
penalties, such as:
o a $50 penalty for each failure to supply your correct TIN
o a civil penalty of $500 if you make a false statement that
results in no backup withholding
o criminal penalties for falsifying information.
You could also be subject to backup withholding because you failed
to report interest on your tax return as required.
To help you determine the correct TIN to use on various types of
accounts, please use this chart:
How to determine the correct TIN:
Use the Social Security or
For this type of account Employer Identification Number of
Individual or joint The individual or individuals
listed on the account
<PAGE>
PAGE 21
Custodian account of a minor The minor
(Uniform Gifts/Transfers to
Minors Act)
A living trust The grantor-trustee (the person
who puts the money into the trust)
An irrevocable trust, The legal entity (not the personal
pension trust or estate representative or trustee, unless
no legal entity is designated in
the account title)
Sole proprietorship The owner
Partnership The partnership
Corporate The corporation
Association, club or The organization
tax-exempt organization
For details on TIN requirements, ask your financial advisor or
local American Express Financial Advisors Inc. office for Federal
Form W-9, Request for Taxpayer Identification Number and
Certification.
Foreign investors
If you are not a citizen or resident of the United States, you must
supply IDSC with Form W-8, Certificate of Foreign Status when you
purchase your certificate, and you must resupply it every three
years. You must also supply a current mailing address and an
address of foreign residency, if different. IDSC will not accept
purchases of certificates by nonresident aliens without an
appropriately certified Form W-8 (or approved substitute). Also,
if you do not supply Form W-8 you will be subject to backup
withholding on interest payments and withdrawals.
IDSC believes, without giving assurance, that interest on the
certificate is "portfolio interest" as defined in U.S. Internal
Revenue Code Section 871(h) if earned by a nonresident alien. Even
though your interest income would then not be taxed by the U.S.
government, it will be reported at year end to you and to the U.S.
government on a Form 1042S, Foreign Person's U.S. Source Income
Subject to Withholding. The United States participates in various
tax treaties with foreign countries, which provide for sharing of
tax information.
Estate tax: If you are a nonresident alien and you die while
owning a certificate, then, depending on the circumstances IDSC, at
a minimum, will need a statement from persons IDSC believes are
knowledgeable about your estate. The statement must be in a form
satisfactory to IDSC and must tell us that, on your date of death,
your estate did not include any property in the United States for<PAGE>
PAGE 22
U.S. estate tax purposes. In other cases, we generally will not
take action regarding your certificate until we receive a transfer
certificate from the IRS or evidence satisfactory to IDSC that the
estate is being administered by an executor or administrator
appointed, qualified and acting within the United States.
In general, a transfer certificate requires the opening of an
estate in the United States and provides assurance that the IRS
will not claim your certificate to satisfy estate taxes.
Important: This information is a brief and selective summary of
certain federal tax rules that apply to this certificate. Tax
matters are highly individual and complex, and you should consult a
qualified tax advisor about your personal situation.
How your money is used and protected
Invested and guaranteed by IDSC
The IDS Preferred Investors Certificate is issued and guaranteed by
IDSC, a wholly owned subsidiary of AEFC. We are by far the largest
issuer of face amount certificates in the United States, with total
assets of more than $3.3 billion and a net worth in excess of $207
million on June 30, 1996.
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 owners
o various expenses, including taxes, fees to AEFC 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 (CDs) that are similar to our certificates in many ways.
Early withdrawals of bank CDs often result in penalties. Banks and
thrifts generally have federal deposit insurance for their deposits
and lend much of the money you deposit to individuals, businesses
and other enterprises. Other financial institutions may offer
investments with comparable combinations of safety and return on
investment.
<PAGE>
PAGE 23
Regulated by government
Because the IDS Preferred Investors 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 June 30, 1996, the
amortized cost of these investments exceeded the required carrying
value of our outstanding certificates by more than $177 million.
Backed by our investments
Our investments are varied and of high quality. This was the
composition of our portfolio as of June 30, 1996:
Type of investment Net amount invested
Corporate and other bonds 37%
Government agency bonds 32%
Preferred stocks 18%
Mortgages 7%
Cash and cash equivalents 4%
Municipal bonds 2%
More than 94% and 95% of our securities portfolio (bonds and
preferred stocks) as of June 30, 1996 and Dec. 31, 1995,
respectively, is rated investment grade. For additional
information regarding securities ratings, please refer to Note 3B
in the Dec. 31, 1995 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 AEFC. Copies
of our June 30, 1996 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 Dec. 31, 1995 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:
<PAGE>
PAGE 24
Debt securities-
Most of our investments are in debt securities as referenced in the
table in "Backed by our investments" under "How your money is used
and protected."
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, except to the extent that transactions
described in "Financial Transactions" in this section may be
considered 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.
When-issued securities-
Some of our investments are in debt securities which are purchased
on a when-issued basis. It may take as long as 45 days or more
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.
<PAGE>
PAGE 25
Financial transactions including derivatives and hedging
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. IDSC may enter into other financial transactions,
including interest rate options, futures, forwards, swaps and other
derivatives, for the purpose of managing the interest rate
exposures associated with IDSC's assets or liabilities. We do not
use derivatives for speculative purposes.
Illiquid securities-
A security is illiquid if it cannot be sold in the normal course of
business within seven days at approximately its current market
value. Some investments cannot be resold to the U.S. public
because of their terms or government regulations. All securities,
however, can be sold in private sales, and many may be sold to
other institutions and qualified buyers or on foreign markets.
IDSC's investment advisor will follow guidelines established by the
board and consider relevant factors such as the nature of the
security and the number of likely buyers when determining whether a
security is illiquid. No more than 15% of IDSC's investment
portfolio will be held in securities that are illiquid. In valuing
its investment portfolio to determine this 15% limit, IDSC will use
statutory accounting under an SEC order. This means that, for this
purpose, the portfolio will be valued in accordance with applicable
Minnesota law governing investments of life insurance companies,
rather than generally accepted accounting principles.
Restrictions-
There are no restrictions on concentration of investments in any
particular industry or group of industries or on rates of portfolio
turnover.
Potential effects of investments
The price of bonds generally falls as interest rates increase, and
rises as interest rates decrease. The price of a bond also
fluctuates if its credit rating is upgraded or downgraded. The
price of bonds below investment grade may react more to the ability
of a company to pay interest and principal when due than to changes
in interest rates. They have greater price fluctuations, are more
likely to experience a default, and sometimes are referred to as
junk bonds. Reduced market liquidity for these bonds may
occasionally make it more difficult to value them. In valuing
bonds IDSC relies both on independent rating agencies and the
investment manager's credit analysis. Under normal circumstances,
at least 85% of the securities in IDSC's portfolio will be rated
investment grade, or in the opinion of IDSC's investment advisor
will be the equivalent of investment grade. Under normal
circumstances, IDSC will not purchase any security rated below B-
by Moody's Investors Service, Inc. or Standard & Poor's
Corporation. Securities that are subsequently downgraded in
quality may continue to be held by IDSC and will be sold only when
IDSC believes it is advantageous to do so.
For the fiscal period ended June 30, 1996, IDSC held less than 5%
of its investment portfolio (including bonds, preferred stocks,
mortgages and cash equivalents) in bonds rated below investment
grade.<PAGE>
PAGE 26
When-issued securities are subject to market fluctuations and they
may affect IDSC's investment portfolio the same as owned
securities.
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.
How your money 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, AEFC (formerly known as IDS Financial
Corporation), our parent company and organizer, had issued similar
certificates since 1894. As of Jan. 1, 1995, IDS Financial
Corporation changed its name to AEFC. IDSC, IDS Financial
Corporation and now AEFC have never failed to meet their
certificate payments.
During its many years in operation, AEFC has become a leading
manager of investments in mortgages and securities. As of June 30,
1996, AEFC managed investments, including its own, of more than
$138 billion. American Express Financial Advisors Inc., a wholly
owned subsidiary of AEFC, 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 Inc.
financial planning services are comprehensive, beginning with a
detailed written analysis that's tailored to your needs. Your
analysis may address one or all of these six essential areas:
financial position, protection planning, investment planning,
income tax planning, retirement planning and estate planning.
AEFC itself is a wholly owned subsidiary of American Express
Company, a financial services company with executive offices at
American Express Tower, World Financial Center, New York, NY 10285.
American Express Company is a financial services company engaged
through subsidiaries in other businesses including:
o travel related services (including American Express (trademark)Card and
Travelers Cheque operations through American Express Travel
Related Services Company, Inc. and its subsidiaries), and
o international banking services (through American Express Bank
Ltd. and its subsidiaries).
<PAGE>
PAGE 27
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. AEFC owns all of the
outstanding shares.
As of June 30, 1996, IDSC had issued (in face amount)
$13,208,117,982 of installment certificates and $15,274,839,357 of
single payment certificates.
Investment management and services
Under an Investment Advisory and Services Agreement, AEFC 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 AEFC requires
annual renewal by our board, including a majority of directors who
are not interested persons of AEFC or IDSC as defined in the
federal Investment Company Act of 1940.
For its services, we pay AEFC 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
Included assets total 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 service
fee.
<PAGE>
PAGE 28
Advisory and services fees for the past three years:
Percentage of
Year Total fees included assets
1995 $16,472,458 0.50%
1994 $13,565,432 0.51
1993 $15,036,091 0.50
Estimated advisory and services fees for 1996 are $19,152,000.
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 AEFC,
o fees and expenses of our directors who are not officers or
employees of AEFC,
o provision for certificate reserves (interest accrued on
certificate owner accounts), and
o expenses of customer settlements not attributable to sales
function.
Distribution
Under a Distribution Agreement with American Express Financial
Advisors Inc. we pay for the distribution of this certificate as
follows:
o 0.165% of the initial payment on the issue date of the
certificate, and
o 0.165% of the certificate's reserve at the beginning of the
second and subsequent quarters from issue date. This fee is
not assessed to your certificate account.
Total distribution fees paid to American Express Financial Advisors
Inc. for all series of certificates amounted to $35,120,612 during
the year ended Dec. 31, 1995. We expect to pay American Express
Financial Advisors Inc. distribution fees amounting to $39,384,000
during 1996.
See Note 1 to Dec. 31, 1995 financial statements regarding deferral
of distribution fee expense.
<PAGE>
PAGE 29
American Express Financial Advisors Inc. pays commissions to its
financial advisors and pays other selling expenses in connection
with services to us. Our board of directors, including a majority
of directors who are not interested persons of American Express
Financial Advisors Inc. or IDSC, approved this distribution
agreement.
Employment of other American Express affiliates
AEFC may employ affiliates of American Express Company 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 $40,000 during 1995 to directors not employed by
AEFC.
Board of directors
David R. Hubers*
Born in 1943. Director since 1987.
President and chief executive officer of AEFC since 1993. Senior
vice president and chief financial officer of AEFC from 1984 to
1993.
Charles W. Johnson
Born in 1929. Director since 1989.
Director, Communications Holdings, Inc. Former vice president and
group executive, Industrial Systems, with Honeywell, Inc. Retired
1989.
Richard W. Kling*
Born in 1940. Director since 1996.
Chairman of the board of directors since 1996. Director of IDS
Life Insurance Company since 1984; president since 1994. Exective
vice president of Marketing and Products from 1988 to 1994. Senior
vice president of AEFC since 1994. Director of IDS Life Series
Fund, Inc. and member of the board of managers of IDS Life Variable
Annuity Funds A and B.<PAGE>
PAGE 30
Edward Landes
Born in 1919. Director since 1984.
Development consultant. Director of IDS Life Insurance Company of
New York. Director of endowment development, YMCA of Metropolitan
Minneapolis. Vice President for Financial Development, YMCA of
Metropolitan Minneapolis from 1985 through 1995. Former sales
manager - Supplies Division and district manager - Data Processing
Division of IBM Corporation. Retired 1983.
John V. Luck Ph.D.
Born in 1926. Director since 1987.
Former senior vice president - Science and Technology with General
Mills, Inc. Employed with General Mills, Inc. since 1970. Retired
1987.
James A. Mitchell*
Born in 1941. Director since 1994.
Chairman of the board of directors from 1994 to 1996. Executive
vice president - marketing and products of AEFC since 1994. Senior
vice president - insurance operations of AEFC and president and
chief executive officer of IDS Life Insurance Company from 1986 to
1994.
Harrison Randolph
Born in 1916. Director since 1968.
Engineering, manufacturing and management Consultant since 1978.
Gordon H. Ritz
Born in 1926. Director since 1968.
Director, Sunstar Foods and Mid-America Publishing and Atrix
International, Inc. Former President, Com Rad Broadcasting Corp.
Former Director, Sunstar Foods.
Stuart A. Sedlacek*
Born in 1957. Director since 1994.
President since 1994. Vice president - assured assets of AEFC
since 1994. Vice president and senior portfolio manager of AEFC
from 1988 to 1993. Executive vice president - assured assets of
IDS Life Insurance Company since 1994.
*"Interested Person" of IDSC as that term is defined in Investment
Company Act of 1940.
Executive officers
Stuart A. Sedlacek
Born in 1957. President since 1994.
Morris Goodwin Jr.
Born in 1951. Vice president and treasurer since 1989.
Vice president and corporate treasurer of AEFC since 1989. Chief
financial officer and treasurer of American Express Trust Company
from 1988 to 1989.
<PAGE>
PAGE 31
Timothy S. Meehan
Born in 1957. Secretary since 1995.
Secretary of AEFC and American Express Financial Advisors Inc.
since 1995. Senior counsel to AEFC since 1995. Counsel from 1990
to 1995.
Lorraine R. Hart
Born in 1951. Vice president - investments since 1994.
Vice president - insurance investments of AEFC since 1989. Vice
president - investments of IDS Life Insurance Company since 1992.
Jay C. Hatlestad
Born in 1957. Vice president and controller of IDSC since 1994.
Manager of investment accounting of IDS Life Insurance Company from
1986 to 1994.
Bruce A. Kohn
Born in 1951. Vice president and general counsel since 1993.
Counsel to AEFC since 1992. Associate counsel from 1987 to 1992.
F. Dale Simmons
Born in 1937. Vice president - Real Estate Loan Management since
1993.
Vice president of AEFC since 1992. Senior portfolio manager of
AEFC since 1989. Assistant vice president from 1987 to 1992.
The officers and directors 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 SEC 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 owner upon request.
Ernst & Young LLP, Minneapolis, has audited the financial
statements for each of the years in the three-year period ended
Dec. 31, 1995. These statements are included in this prospectus.
Ernst & Young LLP is also the auditor for American Express Company,
the parent company of AEFC and IDSC.
<PAGE>
PAGE 32
Other certificates issued by IDSC: Your American Express financial
advisor can give you more information on five other certificates
issued by IDSC. These certificates offer a wide range of
investment terms and features.
IDS Cash Reserve Certificate - A single payment certificate that
permits additional investments and on which IDSC guarantees
interest in advance for a three-month term.
IDS Installment Certificate - An installment payment certificate
that declares interest in advance for a three-month period and
offers bonuses in the third through sixth years for regular
investments.
IDS Flexible Savings Certificate - A single payment certificate
that permits additional investments on which IDSC guarantees
interest in advance for a term of six, 12, 18, 24, 30 or 36 months.
IDS Future Value Certificate - A single payment certificate on
which IDSC guarantees interest in advance for a four, five, six,
seven, eight, nine or ten-year maturity.
IDS Stock Market Certificate - A single payment certificate that
calculates all or part of your interest based on stock market
performance, as measured by a broad stock market index, with IDSC's
guarantee of return of principal.<PAGE>
PAGE 33
Appendix
Description of corporate bond ratings
Bond ratings concern the quality of the issuing corporation. They
are not an opinion of the market value of the security. Such
ratings are opinions on whether the principal and interest will be
repaid when due. A security's rating may change which could affect
its price. Ratings by Moody's Investors Service, Inc. are Aaa, Aa,
A, Baa, Ba, B, Caa, Ca and C. Ratings by Standard & Poor's
Corporation are AAA, AA, A, BBB, BB, B, CCC, CC, C and D.
Aaa/AAA - Judged to be of the best quality and carry the smallest
degree of investment risk. Interest and principal are secure.
Aa/AA - Judged to be high-grade although margins of protection for
interest and principal may not be quite as good as Aaa or AAA rated
securities.
A - Considered upper-medium grade. Protection for interest and
principal is deemed adequate but may be susceptible to future
impairment.
Baa/BBB - Considered medium-grade obligations. Protection for
interest and principal is adequate over the short-term; however,
these obligations may have certain speculative characteristics.
Ba/BB - Considered to have speculative elements. The protection of
interest and principal payments may be very moderate.
B - Lack characteristics of more desirable investments. There may
be small assurance over any long period of time of the payment of
interest and principal.
Caa/CCC - Are of poor standing. Such issues may be in default or
there may be risk with respect to principal or interest.
Ca/CC - Represent obligations that are highly speculative. Such
issues are often in default or have other marked shortcomings.
C - Are obligations with a higher degree of speculation. These
securities have major risk exposures to default.
D - Are in payment default. The D rating is used when interest
payments or principal payments are not made on the due date.
Non-rated securities will be considered for investment. When
assessing each non-rated security, IDSC will consider the financial
condition of the issuer or the protection afforded by the terms of
the security.
<PAGE>
PAGE 34
(Back cover)
Quick telephone reference
Client Service Organization/Transaction Line
Withdrawals, transfers, inquiries, current rate information
National/Minnesota: 800-437-3133
Mpls./St. Paul area: 612-671-3800
TTY Service
For the hearing impaired
800-846-4293
American Express Easy Access Line
Account value, cash transaction information (automated response,
TouchtoneR phones only)
National/Minnesota: 800-272-4445
Mpls./St. Paul area: 612-671-1630
IDS Preferred Investors Certificate
IDS Tower 10
Minneapolis, MN 55440-0010
Distributed by
American Express
Financial Advisors Inc
<PAGE>
PAGE 35
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, 1995 1994 1993 1992 1991
($ thousands)
<S> <C> <C> <C> <C> <C>
Statement of Operations Data:
Investment income $256,913 $207,975 $236,859 $294,799 $351,970
Investment expenses 62,817 58,690 65,404 69,630 63,353
Net investment income before provision for
certificate reserves and income tax benefit 194,096 149,285 171,455 225,169 288,617
Net provision for certificate reserves 176,407 107,288 123,516 178,175 258,443
Net investment income before income taxes 17,689 41,997 47,939 46,994 30,174
Income tax benefit 9,097 2,663 3,365 11,666 20,537
Net investment income 26,786 44,660 51,304 58,660 50,711
Realized gain (loss) on investments - net:
Securities of unaffiliated issuers 452 (7,514) (9,870) (9,498) (129)
Other - unaffiliated (120) 1,638 (418) (500) (1,053)
Total gain (loss) on investments 332 (5,876) (10,288) (9,998) (1,182)
Income tax benefit (expense) (117) 2,047 4,617 - 402
Net realized gain (loss) on investments 215 (3,829) (5,671) (9,998) (780)
Net income - wholly owned subsidiary 373 241 120 3 139
Net income $27,374 $41,072 $45,753 $48,665 $50,070
Dividends declared:
Cash $- $40,200 $64,500 $83,750 $74,800
In-kind(a) - - - 64,558 25,466
Balance Sheet Data:
Total assets $3,912,131 $3,040,857 $2,951,405 $3,444,985 $3,971,583
Certificate loans 51,147 58,203 67,429 77,347 88,570
Certificate reserves 3,628,574 2,887,405 2,777,451 3,256,472 3,712,570
Stockholder's equity 250,307 141,852 161,138 179,885 223,820
IDS Certificate Company (IDSC) is 100% owned by American Express Financial Corporation (Parent).
(a) Consisted of an investment security at amortized cost in 1992 and a reduction in the note receivable from
Parent in 1991.
</TABLE>
<PAGE>
PAGE 36
Management's Discussion and Analysis of Financial
Condition and Results of Operations
- -------------------------------------------------------------------
For the Six Months Ended June 30, 1996
During the first six months of 1996, total assets and certificate
reserves decreased $515 million and $466 million, respectively.
The decrease in total assets and certificate reserves resulted
primarily from certificate maturities and surrenders exceeding
certificate sales. A decrease in unrealized appreciation on
available-for-sale securities of $47 million contributed also to
the decrease in total assets. During the same period, receivable
for securities sold decreased $38 million and payable for
securities purchased increased $14 million.
Sales of face-amount certificates totaled $224 million and $293
million during the first and second quarters of 1996, respectively,
compared to $472 million and $669 million during the comparable
periods in 1995, respectively. The lower certificate sales during
the first and second quarters of 1996 resulted primarily from lower
accrual rates declared by Registrant during those periods.
Certificate maturities and surrenders totaled $289 million and $839
million during the first and second quarters of 1996, respectively,
compared to $380 million and $358 million during the comparable
periods in 1995, respectively. The higher certificate maturities
and surrenders during the second quarter of 1996 resulted primarily
from surrenders of Registrant's 11-month Flexible Savings
certificate due to lower accrual rates declared by Registrant on
the certificates at term renewal.
Investment income increased 11% during the first six months of 1996
from the prior year's period reflecting a higher average balance of
invested assets partially offset by lower investment yields.
Investment expenses increased 4.3% during the first six months of
1996 from the prior year's period. The increase resulted primarily
from higher investment advisory and services fees of $1.5 million
reflecting a higher average asset base on which the fee is
calculated. This increase was partially offset by lower
amortization of interest rate caps of $.7 million.
Net provision for certificate reserves increased 23% during the
first six months of 1996 from the prior year's period reflecting a
higher average balance of certificate reserves and higher accrual
rates primarily related to the 11-month Flexible Savings
certificate.
The $.6 million increase in income tax benefit on net investment
income before income tax benefit resulted primarily from a greater
portion of net investment before income tax benefit being
attributable to tax-advantaged income.
During the first six months of 1996, Registrant sold a
held-to-maturity security with an amortized cost and fair value of
$.3 million. The sale was due to significant deterioration in the
issuers' creditworthiness. During the same period, securities <PAGE>
PAGE 37
classified as available for sale were sold with an amortized cost
and fair value of $315 million and $310 million, respectively. The
securities were sold to cover the cash outflows from surrenders of
the 11-month Flexible Savings certificate.
Certificate reserve financing activities used net cash of $562
million during the first six months of 1996 compared to net cash
provided of $474 million during the prior year's period. The
change resulted primarily from surrenders of the 11-month Flexible
Savings certificate during the second quarter of 1996 and lower
certificate sales during the first six months of 1996.
During the first six months of 1996, Registrant paid cash dividends
to its Parent aggregating $20 million.
For the Year Ended December 31, 1995
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
rates of return on investments and the 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 1992 and 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 1992 and 1993
primarily reflected lower accrual rates declared by IDSC in those
years, which in turn, reflected lower interest rates available in
the marketplace.
During the years 1994 and 1995, 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 and the first six months of 1995, reflecting rising interest
rates in the marketplace. The increase in total assets in 1995
reflects also an increase of $81 million in net unrealized
appreciation on investment securities classified as available for
sale. 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.
1995 Compared to 1994:
Gross investment income increased 24% due primarily to a higher
average balance of invested assets and slightly higher investment
yields.
<PAGE>
PAGE 38
The 7.1% increase in investment expenses resulted primarily from
higher distribution fees due to higher sales of certificates that
provide for no deferral of those fees, and higher investment
advisory and services fee due to a higher asset base on which the
fee is calculated. These increases were partially offset by lower
amortization of the cost of options and interest rate caps. The
lower amortization of interest rate caps reflects the net of $1.7
million of accelerated amortization and $5.6 million higher
interest earned under the cap agreements.
Net provision for certificate reserves increased 65% reflecting a
higher average balance of certificate reserves and higher accrual
rates.
The increase in income tax benefit resulted primarily from a
greater portion of net investment income before income tax benefit
being attributable to tax-advantaged income.
1994 Compared to 1993:
Gross investment income decreased 12% due primarily to a lower
average balance of invested assets and slightly lower investment
yields.
The 10% decrease in investment expenses resulted primarily from
lower amortization of the cost of interest rate caps and $2.3
million of interest earned under the 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.
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 its Parent.
Certificate sales volume increased 38% in 1995, reflecting higher
accrual rates and clients' ongoing desire for safety of principal.
Sales of certificates totaled $1.5 billion compared to $1.1
billion in 1994 and $.6 billion during 1993. Certificate sales in
1995 benefitted also from a special introductory promotion of
IDSC's 11-month term Flexible Savings certificate.
The special promotion of the 11-month term Flexible Savings
certificate was offered from May 10, 1995 to July 3, 1995, and
applied only to sales of new certificate accounts during the
promotion period. Certificates sold during the promotion period
<PAGE>
PAGE 39
received a special interest rate of 7.0% for the 11-month term and
totaled $562 million.
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 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
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 No.
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 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, 1995, securities classified as held to maturity and
carried at amortized cost were $1.0 billion. Securities
classified as available for sale and carried at fair value were
$2.4 billion. These securities, which comprise 90% of IDSC's total
invested assets, are well diversified. Of these securities, 97%
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.
During the year ended Dec. 31, 1995, investment securities,
primarily municipal bonds, with an amortized cost and fair value of
$112 million and $117 million, respectively, were reclassified from
held to maturity to available for sale. The reclassification was
made on Dec. 4, 1995, as a result of IDSC adopting the FASB Special
Report, "A Guide to Implementation of Statement 115 on Accounting
for Certain Investments in Debt and Equity Securities". There were
no other transfers of securities during the years 1995 and 1994.
<PAGE>
PAGE 40
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 instruments derive their values. 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
instruments are inverse to the effects of the underlying
transactions. See note 9 to financial statements for additional
information regarding derivative financial instruments.
Capital contributions:
To maintain its regulatory capital requirements, IDSC received a
capital contribution from its Parent of $28.5 million in 1995.
Ratios:
The ratio of stockholder's equity, excluding net unrealized holding
gains and losses on investment securities, to total assets less
certificate loans and net unrealized holding gains and losses on
investment securities at Dec. 31, 1995 was 5.79% compared to 5.49%
in 1994. IDSC intends to manage this ratio to 5.0% in 1996, which
meets current regulatory requirements.
<PAGE>
PAGE 41
- -------------------------------------------------------------------
Financial Statements
- -------------------------------------------------------------------
The condensed balance sheet of IDS Certificate Company as of June
30, 1996 and the condensed statements of operations and cash flows
for the six months ended June 30, 1996 and 1995 and the related
condensed notes thereto appearing on pages 42 through 49 are
unaudited. Management of IDS Certificate Company believes that all
adjustments (none of which were other than of a normal recurring
nature) necessary to present fairly the financial position of IDS
Certificate Company at June 30, 1996 and the results of operations
and cash flows for the six months ended June 30, 1996 and 1995,
respectively, have been included. The results of operations for
the interim periods presented may not be indicative of the results
of operations on an annual basis. The condensed financial
statements and notes thereto should be read in conjunction with the
audited financial statements as of and for the three years ended
Dec. 31, 1995.
The financial statements of IDS Certificate Company as of and for
the three years ended Dec. 31, 1995 and the related notes to
financial statements appearing on pages 52 through 73 have been
audited by Ernst & Young LLP, independent auditors, whose report
thereon appears on page 50.
<PAGE>
PAGE 42
<TABLE><CAPTION>
IDS Certificate Company
Condensed Balance Sheet, June 30, 1996 (Unaudited)
- ----------------------------------------------------------------------------------
Assets
Qualified Assets (note 1)
- ----------------------------------------------------------------------------------
($ thousands)
<S> <C>
Investments in unaffiliated issuers:
Cash and cash equivalents................................. $117,847
Held-to-maturity securities (note 2)...................... 900,258
Available-for-sale securities (note 2).................... 2,004,022
First mortgage loans on real estate....................... 220,569
Certificate loans-secured by certificate reserves......... 46,243
Investments in and advances to affiliates................... 5,749
- ----------------------------------------------------------------------------------
Total investments........................................... 3,294,688
Receivables:
Dividends and interest.................................... 43,304
Investment securities sold................................ 4,871
- ----------------------------------------------------------------------------------
Total receivables........................................... 48,175
- ----------------------------------------------------------------------------------
Other (note 4).............................................. 27,668
- ----------------------------------------------------------------------------------
Total qualified assets...................................... 3,370,531
- ---------------------------------------------------------------------------------
Other Assets
- ----------------------------------------------------------------------------------
Deferred distribution fees.................................. 26,990
Other....................................................... 6
- ----------------------------------------------------------------------------------
Total other assets.......................................... 26,996
- ----------------------------------------------------------------------------------
Total assets................................................ $3,397,527
- ----------------------------------------------------------------------------------
See condensed notes to condensed financial statements.
</TABLE>
<PAGE>
PAGE 43
<TABLE><CAPTION>
IDS Certificate Company
Condensed Balance Sheet, June 30, 1996 (Unaudited)
- ----------------------------------------------------------------------------------
Liabilities and Stockholder's Equity
Liabilities
- ----------------------------------------------------------------------------------
($ thousands)
<S> <C>
Certificate reserves........................................ $3,162,886
Accounts payable and accrued liabilities (note 4)........... 25,741
Deferred federal income taxes............................... 1,109
- ----------------------------------------------------------------------------------
Total liabilities........................................... 3,189,736
- ----------------------------------------------------------------------------------
Stockholder's Equity:
Common stock................................................ 1,500
Additional paid-in capital.................................. 168,844
Retained earnings:
Appropriated for predeclared additional credits/interest.. 15,240
Appropriated for additional interest on advance payments.. 50
Unappropriated............................................ 23,203
Unrealized holding gains (losses) on investment
securities - net (note 2A)................................ (1,046)
- ----------------------------------------------------------------------------------
Total stockholder's equity.................................. 207,791
- ----------------------------------------------------------------------------------
Total liabilities and stockholder's equity.................. $3,397,527
- ----------------------------------------------------------------------------------
See condensed notes to condensed financial statements.
</TABLE>
<PAGE>
PAGE 44
<TABLE><CAPTION>
IDS Certificate Company
Condensed Statement of Operations (Unaudited)
- ----------------------------------------------------------------------------------
Six months ended June 30, 1996 1995
- ----------------------------------------------------------------------------------
($ thousands)
<S> <C> <C>
Investment income........................................... $130,822 $118,681
Investment expenses (note 4)................................ 32,157 30,837
- ----------------------------------------------------------------------------------
Net investment income before provision for
certificate reserves and income tax benefit............... 98,665 87,844
Net provision for certificate reserves (note 4)............. 93,192 76,314
- ----------------------------------------------------------------------------------
Net investment income before income tax benefit............. 5,473 11,530
Income tax benefit (note 3)................................. 4,311 3,699
- ----------------------------------------------------------------------------------
Net investment income....................................... 9,784 15,229
- ----------------------------------------------------------------------------------
Realized gain (loss) on investments-net..................... (3,059) 164
Income tax benefit (expense)................................ 1,070 (57)
- ----------------------------------------------------------------------------------
Net realized gain (loss) on investments..................... (1,989) 107
- ----------------------------------------------------------------------------------
Net income - wholly owned subsidiary........................ 158 161
- ----------------------------------------------------------------------------------
Net income.................................................. $7,953 $15,497
- ----------------------------------------------------------------------------------
See condensed notes to condensed financial statements.
</TABLE>
<PAGE>
PAGE 45
<TABLE><CAPTION>
IDS Certificate Company
Condensed Statement of Cash Flows (Unaudited)
- ----------------------------------------------------------------------------------
Six months ended June 30, 1996 1995
- ----------------------------------------------------------------------------------
($ thousands)
<S> <C> <C>
Cash flows from operating activities:
Net income.................................................. $7,953 $15,497
Adjustments to reconcile net income to net cash
provided by operating activities:
Net income of wholly owned subsidiary..................... (158) (161)
Certificate reserves...................................... 93,192 76,314
Interest income added to certificate loans................ (823) (1,001)
Amortization of premium/discount-net...................... 7,184 10,649
Deferred federal income taxes............................. 227 (1,686)
Deferred distribution fees................................ 1,295 (2,594)
Net (gain) loss on investments............................ 3,059 (164)
Decrease (increase) in dividends and interest receivable.. 6,328 (6,679)
Increase in other assets.................................. - (1,371)
Decrease in other liabilities............................. (563) (1,533)
- ----------------------------------------------------------------------------------
Net cash provided by operating activities................... 117,694 87,271
- ----------------------------------------------------------------------------------
Cash flows from investing activities:
Maturity and redemption of investments:
Held-to-maturity securities............................. 115,364 86,653
Available-for-sale securities........................... 288,348 77,699
Other investments....................................... 21,810 22,637
Sale of investments:
Held-to-maturity securities............................. 314 8,714
Available-for-sale securities........................... 347,730 37,268
Certificate loan payments................................. 3,444 3,005
Purchase of investments:
Held-to-maturity securities............................. (12,650) (115,931)
Available-for-sale securities........................... (230,291) (630,405)
Other investments....................................... (5,984) (12,924)
Certificate loan fundings................................. (2,463) (4,038)
- ----------------------------------------------------------------------------------
Net cash provided by (used in) investing activities......... $525,622 ($527,322)
- ----------------------------------------------------------------------------------
See condensed notes to condensed financial statements.
</TABLE>
<PAGE>
PAGE 46
<TABLE><CAPTION>
IDS Certificate Company
Condensed Statement of Cash Flows (Continued) (Unaudited)
- ----------------------------------------------------------------------------------
Six months ended June 30, 1996 1995
- ----------------------------------------------------------------------------------
($ thousands)
<S> <C> <C>
Cash flows from financing activities:
Reserve payments by certificate holders................... $560,796 $1,207,229
Unapplied reserve payments by certificate holders......... - 110,262
Capital contribution from Parent.......................... - 28,500
Certificate maturities and cash surrenders................(1,123,138) (732,871)
Dividends paid............................................ (20,000) -
- ----------------------------------------------------------------------------------
Net cash (used in) provided by financing activities......... (582,342) 613,120
- ----------------------------------------------------------------------------------
Net increase in cash and cash equivalents................... 60,974 173,069
Cash and cash equivalents beginning of period............... 56,873 140,128
- ----------------------------------------------------------------------------------
Cash and cash equivalents end of period......... $117,847 $313,197
- ----------------------------------------------------------------------------------
Supplemental disclosures including non-cash transactions:
Cash received for income taxes............................ $7,661 $619
Certificate maturities and surrenders through loan
reductions................................................ 4,745 5,526
See condensed notes to condensed financial statements.
<PAGE>
PAGE 47
IDS Certificate Company
Condensed Notes to Condensed Financial Statements, June 30, 1996
($ thousands) (Unaudited)
- -------------------------------------------------------------------
1. Deposit of assets and maintenance of qualified assets
At June 30, 1996 IDSC was required to have qualified assets in the
amount of $3,149,496. IDSC had qualified assets of $3,358,171 at
June 30, 1996, excluding net unrealized depreciation on
available-for-sale securities of $1,610 and payable for securities
purchased of $13,970.
Qualified assets of IDSC were deposited at June 30, 1996 as
follows:
Required
Deposits Deposits Excess
- -------------------------------------------------------------------------------------
Deposits to meet certificate liability
requirements:
States................................ $ 362 331 31
Central Depositary.................... 3,264,429 3,087,281 177,148
- -------------------------------------------------------------------------------------
Total................................. $3,264,791 $3,087,612 177,179
- -------------------------------------------------------------------------------------
The assets on deposit at June 30, 1996 consisted of securities
having a deposit value of $3,028,849, mortgage loans of $220,569
and other assets of $15,373. Mortgage loans on deposit include an
affiliated mortgage loan.
2. Investments in securities
The following is a summary of securities held to maturity and
securities available for sale at June 30, 1996
Securities Held to Maturity
-----------------------------------------------------
Gross Gross
Amortized Fair unrealized unrealized
Cost value gains losses
- ----------------------------------------------------------------------------------
U.S. Government and
agencies obligations..... $ 362 $ 362 $ 3 $ 3
Mortgage-backed
securities............... 44,069 43,967 785 887
Corporate debt
securities............... 288,219 294,664 8,100 1,655
Stated maturity
preferred stock.......... 567,608 577,760 14,172 4,020
- ----------------------------------------------------------------------------------
Total $ 900,258 $ 916,753 $23,060 $6,565
- ----------------------------------------------------------------------------------
<PAGE>
PAGE 48
IDS Certificate Company
Condensed Notes to Condensed Financial Statements, June 30, 1996
($ thousands) (Unaudited) (Continued)
- -------------------------------------------------------------------------------------
Securities Available for Sale
-----------------------------------------------------
Gross Gross
Amortized Fair unrealized unrealized
Cost value gains losses
- ----------------------------------------------------------------------------------
Mortgage-backed
securities............... $ 989,855 $ 990,470 $ 9,492 $8,877
State and municipal
obligations.............. 70,284 72,455 2,174 3
Corporate debt
securities............... 917,077 912,858 6,005 10,224
Stated maturity
preferred stock.......... 27,811 27,634 138 315
Common stock............... 605 605 - -
- ----------------------------------------------------------------------------------
Total $2,005,632 $2,004,022 $17,809 $19,419
- ----------------------------------------------------------------------------------
At June 30, 1996, there were no securities classified as trading
securities.
During the six months ended June 30, 1996, debt securities
classified as available for sale were sold with proceeds of
$309,639 and gross realized gains on such sales of $330 and gross
realized losses on such sales of $5,624.
During the six months ended June 30, 1996, a held-to-maturity
security was sold with an amortized cost of $314. A loss of $14
was realized on the sale. The security was sold due to significant
credit deterioration.
There were no transfers from securities classified as held to
maturity during the six months ended June 30, 1996.
3. Income taxes
The income tax benefit related to net investment income as shown on
the statement of operations resulted primarily from tax-exempt
interest and dividend exclusion. Benefit is recognized for taxable
loss used on the consolidated tax return of American Express
Company.
<PAGE>
PAGE 49
4. Derivative financial instruments
IDSC's holdings of derivative financial instruments were as follows
at June 30, 1996.
Notional Total
or contract Carrying Fair credit
amount value value exposure
- ----------------------------------------------------------------------------------
ASSETS:
Interest rate caps.......... $500,000 $ 962 $ 1,019 $ 1,019
Purchased call options...... 196,904 24,427 22,858 22,858
- ----------------------------------------------------------------------------------
Total $696,904 $25,389 $23,877 $23,877
- ----------------------------------------------------------------------------------
LIABILITIES:
Written call options........ $183,506 $ 5,798 $8,413 $ -
- ----------------------------------------------------------------------------------
</TABLE>
The interest rate caps expire on various dates from 1996 to 1997.
The cost of these caps of $962 at June 30, 1996, is being amortized
on a straight line basis and is included in other qualified assets.
The amortization, net of any interest earned, is included in
investment expenses.
The options expire in 1996 and 1997. The premiums paid or received
on these index options are reported in other qualified assets or
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.
<PAGE>
PAGE 50
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, as of December 31, 1995 and 1994, and the related
statements of operations, stockholder's equity and cash flows for
each of the three years in the period ended December 31, 1995.
These financial statements are the responsibility of the 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, 1995 and 1994 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, 1995 and 1994, and the results
of its operations and its cash flows for each of the three years in
the period ended December 31, 1995, in conformity with generally
accepted accounting principles.
As discussed in note 1 to the 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 8, 1996
<PAGE>
PAGE 51
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, a Code of Conduct, 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 52
Balance Sheets, Dec. 31,
<TABLE><CAPTION>
Assets
Qualified Assets (note 2) 1995 1994
($ thousands)
<S> <C> <C>
Investments in unaffiliated issuers (notes 3, 4 and 10):
Cash and cash equivalents $56,873 $140,128
Held-to-maturity securities 1,002,905 1,245,793
Available-for-sale securities 2,408,491 1,226,674
First mortgage loans on real estate 233,394 253,968
Certificate loans - secured by certificate reserves 51,147 58,203
Investments in and advances to affiliates 5,655 5,399
Total investments 3,758,465 2,930,165
Receivables:
Dividends and interest 49,632 42,261
Investment securities sold 42,872 7,269
Total receivables 92,504 49,530
Other (notes 9 and 10) 32,778 25,094
Total qualified assets 3,883,747 3,004,789
Other Assets
Deferred distribution fees 28,286 27,142
Deferred federal income taxes (note 8) - 8,372
Other 98 554
Total other assets 28,384 36,068
Total assets $3,912,131 $3,040,857
See notes to financial statements. <PAGE>
PAGE 53
Balance Sheets, Dec. 31,
Liabilities and Stockholder's Equity
Liabilities 1995 1994
($ thousands)
Certificate Reserves (notes 5 and 10):
Installment certificates:
Reserves to mature $330,415 $335,712
Additional credits and accrued interest 21,555 19,698
Advance payments and accrued interest 1,394 1,634
Other 55 56
Fully paid certificates:
Reserves to mature 3,127,301 2,389,198
Additional credits and accrued interest 147,468 140,766
Due to unlocated certificate holders 386 341
Total certificate reserves 3,628,574 2,887,405
Accounts Payable and Accrued Liabilities:
Due to Parent (note 7A) 1,541 1,186
Due to Parent for federal income taxes 103 -
Due to affiliates (note 7B and 7C) 2,068 2,883
Payable for investment securities purchased - 1,362
Accounts payable, accrued expenses and other (notes 9 and 10) 12,249 6,169
Total accounts payable and accrued liabilities 15,961 11,600
Deferred federal income taxes (note 8) 17,289 -
Total liabilities 3,661,824 2,899,005
Stockholder's Equity (notes 5B, 5C, and 6):
Common stock, $10 par - authorized and issued 150,000 shares 1,500 1,500
Additional paid-in capital 168,844 140,344
Retained earnings:
Appropriated for predeclared additional credits/interest 18,878 18,398
Appropriated for additional interest on advance payments 50 50
Unappropriated 31,612 4,718
Unrealized holding gains (losses) on investment
securities - net (note 3A) 29,423 (23,158)
Total stockholder's equity 250,307 141,852
Total liabilities and stockholder's equity $3,912,131 $3,040,857
See notes to financial statements.
/TABLE
<PAGE>
PAGE 54
<TABLE><CAPTION>
Statements of Operations
Year ended Dec. 31, 1995 1994 1993
($ thousands)
<S> <C> <C> <C>
Investment Income:
Interest income from investments:
Bonds and notes:
Unaffiliated issuers $181,902 $125,546 $140,991
Mortgage loans on real estate:
Unaffiliated 22,171 24,006 24,071
Affiliated 56 68 78
Certificate loans 2,963 3,342 3,882
Dividends 48,614 54,170 67,115
Other 1,207 843 722
Total investment income 256,913 207,975 236,859
Investment Expenses:
Parent and affiliated company fees (note 7):
Distribution 33,977 27,007 28,477
Investment advisory and services 16,472 13,565 15,036
Depositary 242 183 201
Options (note 9) 8,038 9,854 9,419
Interest rate caps (note 9) 3,725 7,608 11,667
Other 363 473 604
Total investment expenses 62,817 58,690 65,404
Net investment income before provision
for certificate reserves and income tax benefit $194,096 $149,285 $171,455
See notes to financial statements.
<PAGE>
PAGE 55
Statements of Operations (continued)
Year ended Dec. 31, 1995 1994 1993
($ thousands)
Provision for Certificate Reserves (notes 5 and 9):
According to the terms of the certificates:
Provision for certificate reserves $11,009 $13,317 $20,555
Interest on additional credits 2,300 3,174 3,605
Interest on advance payments 73 61 90
Additional credits/interest authorized by IDSC:
On fully paid certificates 157,857 85,101 93,546
On installment certificates 6,288 6,741 6,704
Total provision before reserve recoveries 177,527 108,394 124,500
Reserve recoveries from terminations
prior to maturity (1,120) (1,106) (984)
Net provision for certificate reserves 176,407 107,288 123,516
Net investment income before income tax benefit 17,689 41,997 47,939
Income tax benefit (note 8) 9,097 2,663 3,365
Net investment income 26,786 44,660 51,304
Realized gain (loss) on investments - net:
Securities of unaffiliated issuers 452 (7,514) (9,870)
Other-unaffiliated (120) 1,638 (418)
Total gain (loss) on investments 332 (5,876) (10,288)
Income tax benefit (expense) (note 8):
Current 160 2,414 19,508
Deferred (277) (367) (14,891)
Total income tax benefit (expense) (117) 2,047 4,617
Net realized gain (loss) on investments 215 (3,829) (5,671)
Net income - wholly owned subsidiary 373 241 120
Net income $27,374 $41,072 $45,753
See notes to financial statements.
<PAGE>
PAGE 56
Statements of Stockholder's Equity
Year ended Dec. 31, 1995 1994 1993
($ 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 $140,344 $147,144 $166,144
Contribution from Parent 28,500 3,000 -
Cash dividends declared - (9,800) (19,000)
Balance at end of year $168,844 $140,344 $147,144
Retained Earnings:
Appropriated for predeclared additional credits/interest (note 5B):
Balance at beginning of year $18,398 $2,726 $2,804
Transferred from (to) unappropriated retained earnings 480 15,672 (78)
Balance at end of year $18,878 $18,398 $2,726
Appropriated for additional interest on advance payments (note 5C):
Balance at beginning of year $50 $25 $100
Transferred from (to) unappropriated retained earnings - 25 (75)
Balance at end of year $50 $50 $25
Unappropriated (note 6):
Balance at beginning of year $4,718 $9,743 $9,337
Net income 27,374 41,072 45,753
Transferred (to) from appropriated retained earnings (480) (15,697) 153
Cash dividends declared - (30,400) (45,500)
Balance at end of year $31,612 $4,718 $9,743
Unrealized holding gains and losses on investment securities -
net (notes 1 and 3A):
Balance at beginning of year ($23,158) $- $-
Adjustment due to initial application of SFAS 115 - 8,827 -
Change during year 52,581 (31,985) -
Balance at end of year $29,423 ($23,158) $-
Total stockholder's equity $250,307 $141,852 $161,138
See notes to financial statements.
<PAGE>
PAGE 57
Statements of Cash Flows
Year ended Dec. 31, 1995 1994 1993
($ thousands)
Cash flows from operating activities:
Net income $27,374 $41,072 $45,753
Adjustments to reconcile net income to net
cash provided by operating activities:
Net income of wholly owned subsidiary (373) (241) (120)
Certificate reserves 176,407 107,288 123,516
Interest income added to certificate loans (1,902) (2,133) (2,454)
Amortization of premium/discount-net 19,232 22,114 27,494
Deferred federal income taxes (2,652) 4,263 11,446
Deferred distribution fees (1,144) (7,527) 1,935
Net (gain) loss on investments (332) 5,876 10,288
(Increase) decrease in dividends and interest receivable (7,371) (1,829) 10,009
(Increase) decrease in other assets 466 (466) 967
Increase (decrease) in other liabilities (1,549) (3,210) 4,979
Net cash provided by operating activities 208,156 165,207 233,813
Cash flows from investing activities:
Maturity and redemption of investments:
Held-to-maturity securities 315,766 350,411 641,778
Available-for-sale securities 325,521 173,547 -
Other investments 46,004 35,130 21,373
Sale of investments:
Held-to-maturity securities 22,305 3,164 329,942
Available-for-sale securities 48,372 267,808 -
Other investments 21 - 5,454
Certificate loan payments 6,061 7,508 8,991
Purchase of investments:
Held-to-maturity securities (208,140) (46,080) (498,841)
Available-for-sale securities (1,397,983) (830,826) -
Other investments (17,234) (9,208) (78,816)
Certificate loan fundings (7,776) (7,603) (10,275)
Investment in subsidiary - (450) (2,000)
Net cash (used in) provided by investing activities ($867,083) ($56,599) $417,606
See notes to financial statements.
<PAGE>
PAGE 58
Statements of Cash Flows (continued)
Year ended Dec. 31, 1995 1994 1993
($ thousands)
Cash flows from financing activities:
Reserve payments by certificate holders $1,577,884 $1,185,762 $709,684
Proceeds from securities loaned to brokers - - 6,150
Proceeds from reverse repurchase agreements - - 72,800
Capital contribution from Parent 28,500 3,000 -
Certificate maturities and cash surrenders (1,030,712) (1,171,101) (1,312,260)
Payments to brokers upon return of securities loaned - - (7,793)
Payments under reverse repurchase agreements - - (72,800)
Dividends paid - (40,200) (64,500)
Net cash provided by (used in) financing activities 575,672 (22,539) (668,719)
Net increase (decrease) in cash and cash equivalents (83,255) 86,069 (17,300)
Cash and cash equivalents beginning of year 140,128 54,059 71,359
Cash and cash equivalents end of year $56,873 $140,128 $54,059
Supplemental disclosures including non-cash transactions:
Cash received for income taxes $6,854 $2,416 $26,606
Certificate maturities and surrenders through loan
reductions 10,673 11,454 13,656
</TABLE>
See notes to financial statements.
<PAGE>
PAGE 59
Notes to Financial Statements ($ in thousands unless indicated
otherwise)
1. Nature of business and summary of significant accounting
policies
Nature of business
IDS Certificate Company (IDSC) is a wholly owned subsidiary of
American Express Financial Corporation (Parent), which is a wholly
owned subsidiary of American Express Company. IDSC is registered
as an investment company under the Investment Company Act of 1940
("the 1940 Act") and is in the business of issuing face-amount
investment certificates. The certificates issued by IDSC are not
insured by any government agency. IDSC's certificates are sold
primarily by American Express Financial Advisors Inc.'s (an
affiliate) field force operating in 50 states, the District of
Columbia and Puerto Rico. IDSC's Parent acts as investment advisor
for IDSC.
IDSC currently offers eight types of certificates with specified
maturities ranging from four to twenty years. Within their
specified maturity, most certificates have interest rate terms of
one to thirty-six months. In addition, one type of certificate has
interest tied, in whole or in part, to any upward movement in a
broad-based stock market index. Except for two types of
certificates, all of the certificates are available as qualified
investments for Individual Retirement Accounts or 401(k) plans and
other qualified retirement plans.
IDSC's gross income is derived primarily from interest and
dividends generated by its investments. IDSC's net income is
determined by deducting from such gross income its provision for
certificate reserves, and other expenses, including taxes, the fee
paid to Parent for investment advisory and other services, and the
distribution fees paid to American Express Financial Advisors Inc.
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. 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.
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities and the reported amounts of income and expenses during
the year then ended. Actual results could differ from those
estimates.
<PAGE>
PAGE 60
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.
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
losses on securities classified as available for sale are carried,
net of deferred income taxes, as a separate component of
stockholder's equity.
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.
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 <PAGE>
PAGE 61
to certificate reserves. The payment distribution, reserve
accumulation rates, cash surrender values, reserve values and other
matters are governed by 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
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 $3,619,188 and
$2,895,226 at Dec. 31, 1995 and 1994, respectively. IDSC had
qualified assets of $3,838,482 at Dec. 31, 1995 and $3,040,416 at
Dec. 31, 1994, excluding net unrealized appreciation on
available-for-sale securities of $45,265 at Dec. 31, 1995 and net
unrealized depreciation of $35,627 at Dec. 31, 1994.
Qualified assets are valued in accordance with such provisions of
Minnesota Statutes as are applicable to investments of life
insurance companies. Qualified assets for which no provision for
valuation is made in such statutes 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:
<PAGE>
PAGE 62
<TABLE><CAPTION>
Dec. 31, 1995
Required
Deposits deposits Excess
<S> <C> <C> <C>
Deposits to meet certificate
liability requirements:
States $414 $384 $30
Central Depositary 3,678,295 3,548,334 129,961
Total $3,678,709 $3,548,718 $129,991
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
</TABLE>
The assets on deposit at Dec. 31, 1995 and 1994 consisted of
securities having a deposit value of $3,435,074 and $2,659,676,
respectively; mortgage loans of $229,554 and $252,263,
respectively; and other assets of $14,081 and $28,016,
respectively. Mortgage loans on deposit include an affiliated
mortgage loan.
American Express Trust Company is the central depositary for IDSC.
See note 7C.
3. Investments in securities
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, 1995 and Dec. 31, 1994.
<PAGE>
PAGE 63
<TABLE><CAPTION>
Dec. 31, 1995
Gross Gross
Amortized Fair unrealized unrealized
cost value gains losses
<S> <C> <C> <C> <C>
HELD TO MATURITY
U.S. Government and agencies obligations $415 $427 $12 $-
Mortgage-backed securities 54,477 55,708 1,234 3
Corporate debt securities 333,861 348,860 15,029 30
Stated maturity preferred stock 614,152 643,436 30,072 788
$1,002,905 $1,048,431 $46,347 $821
AVAILABLE FOR SALE
Mortgage-backed securities $1,321,051 $1,340,956 $21,349 $1,444
State and municipal obligations 101,399 105,680 4,281 -
Corporate debt securities 918,792 939,878 22,638 1,552
Stated maturity preferred stock 21,229 21,365 192 56
Common stock 755 612 - 143
$2,363,226 $2,408,491 $48,460 $3,195
Dec. 31, 1994
Gross Gross
Amortized Fair unrealized unrealized
cost value gains losses
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
</TABLE>
The amortized cost and fair value of securities held to maturity
and available for sale, by contractual maturity, at Dec. 31, 1995,
are shown below. Cash flows will differ from contractual
maturities because issuers may have the right to call or prepay
obligations.
<TABLE><CAPTION>
Amortized Fair
cost value
<S> <C> <C>
HELD TO MATURITY
Due within 1 year $94,577 $95,440
Due after 1 through 5 years 388,529 407,994
Due after 5 years through 10 years 269,579 283,685
Due after 10 years 195,743 205,604
948,428 992,723
Mortgage-backed securities 54,477 55,708
$1,002,905 $1,048,431
AVAILABLE FOR SALE
Due within 1 year $146,731 $148,072
Due after 1 through 5 years 746,470 765,480
Due after 5 years through 10 years 38,433 41,945
Due after 10 years 109,786 111,426
1,041,420 1,066,923
Mortgage-backed securities 1,321,051 1,340,956
Common stock 755 612
$2,363,226 $2,408,491
/TABLE
<PAGE>
PAGE 64
During the years ended Dec. 31, 1995 and 1994, there were no
securities classified as trading securities.
The proceeds from sales of available-for-sale securities and the
gross realized gains and gross realized losses on those sales
during the years ended Dec. 31, 1995 and 1994, were as follows:
<TABLE><CAPTION>
1995 1994
<S> <C> <C>
Proceeds $83,970 $265,008
Gross realized gains 36 363
Gross realized losses 1,854 10,140
</TABLE>
Sales of held-to-maturity securities, due to significant credit
deterioration, during the years ended Dec. 31, 1995 and 1994, were
as follows:
<TABLE><CAPTION>
1995 1994
<S> <C> <C>
Amortized cost $22,782 $3,158
Gross realized gains 2 5
Gross realized losses 479 -
</TABLE>
During the year ended Dec. 31, 1995, securities with an amortized
cost and fair value of $111,967 and $116,882, respectively, were
reclassified from held to maturity to available for sale. The
reclassification was made on Dec. 4, 1995, as a result of IDSC
adopting the FASB Special Report, "A Guide to Implementation of
Statement 115 on Accounting for Certain Investments in Debt and
Equity Securities."
B) Investments in securities with fixed maturities comprised 90%
and 84% of IDSC's total invested assets at Dec. 31, 1995 and 1994,
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:
<TABLE><CAPTION>
Rating 1995 1994
<S> <C> <C>
Aaa/AAA 44% 36%
Aa/AA 2 5
Aa/A 2 3
A/A 23 25
A/BBB 6 3
Baa/BBB 20 24
Below investment grade 3 4
100% 100%
</TABLE>
Of the securities rated Aaa/AAA, 92% at Dec. 31, 1995 and 88% at
Dec. 31, 1994 are U.S. Government Agency mortgage-backed securities
that are not rated by a public rating agency. Approximately 11% at
Dec. 31, 1995 and 17% at Dec. 31, 1994 of other securities with
fixed maturities are rated by Parent's internal analysts. At Dec. <PAGE>
PAGE 65
31, 1995 and 1994 no one issuer, other than U.S. Government Agency
mortgage-backed securities, is greater than 1% of IDSC's total
investment in securities with fixed maturities.
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.
4. Investments in first mortgage loans on real estate
As of Jan. 1, 1995, IDSC adopted Statement of Financial Accounting
Standards No. 114, "Accounting by Creditors for Impairment of a
Loan" (SFAS No. 114), as amended by Statement of Financial
Accounting Standards No. 118, "Accounting by Creditors for
Impairment of a Loan - Income Recognition and Disclosures" (SFAS
No. 118). The adoption of the new rules did not have a material
impact on IDSC's results of operations or financial condition.
SFAS No. 114 applies to all loans except for smaller-balance
homogeneous loans that are collectively evaluated for impairment.
Impairment is measured as the excess of the loan's recorded
investment over its present value of expected principal and
interest payments discounted at the loan's effective interest rate,
or the fair value of collateral. The amount of the impairment is
recorded in a reserve for loss on mortgage loans.
Based on management's judgment as to the ultimate collectibility of
principal, interest payments received are either recognized as
income or applied to the recorded investment in the loan until it
has been recovered.
The reserve for loss on mortgage loans is maintained at a level
that management believes is appropriate to absorb estimated credit
losses in the mortgage loan portfolio. The level of the reserve
account is determined based on several factors, including
historical experience, expected future principal and interest
payments, estimated collateral values, and current and anticipated
economic and political conditions. Management regularly evaluates
the adequacy of the reserve for loss on mortgage loans.
At Dec. 31, 1995, IDSC's recorded investment in impaired mortgage
loans was $1,004 and the reserve for loss on that amount was $611.
<PAGE>
PAGE 66
During 1995, the average recorded investment in impaired mortgage
loans was $1,052.
IDSC recognized $53 of interest income related to impaired mortgage
loans for the year ended Dec. 31, 1995.
There were no changes in the reserve for loss on mortgage loans of
$611 during the year ended Dec. 31, 1995.
At Dec. 31, 1995 and 1994, approximately 6% and 9%, 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:
<TABLE><CAPTION>
Region 1995 1994
<S> <C> <C>
East North Central 22% 25%
South Atlantic 22 24
West North Central 19 18
Middle Atlantic 17 16
Mountain 9 6
West South Central 5 5
Pacific 3 3
New England 3 3
100% 100%
Property Type 1995 1994
Apartments 39% 41%
Retail/shopping centers 32 30
Industrial buildings 12 12
Office buildings 8 8
Retirement homes 1 1
Other 8 8
100% 100%
</TABLE>
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.
<TABLE><CAPTION>
Dec. 31, 1995 Dec. 31, 1994
Carrying Fair Carrying Fair
amount value amount value
<S> <C> <C> <C> <C>
Commercial $234,005 $248,860 $254,531 $246,874
Residential - - 48 43
234,005 248,860 254,579 246,917
Reserve for losses (611) - (611) -
Net first mortgage loans on real estate $233,394 $248,860 $253,968 $246,917
</TABLE>
At Dec. 31, 1995 and 1994, 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.
<PAGE>
PAGE 67
5. 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, 1995 and 1994 were:
<TABLE><CAPTION>
1995
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 $40,232 3.50% 1.35%
Without guaranteed rates (A) 290,183 - 3.23
Additional credits and accrued interest 21,555 3.13 -
Advance payments and accrued interest (C) 1,394 3.13 1.72
Other 55 - -
Fully paid certificates:
Reserves to mature:
With guaranteed rates 210,365 3.24 1.85
Without guaranteed rates (A) and (D) 2,916,936 - 5.70
Additional credits and accrued interest 147,468 3.26 -
Due to unlocated certificate holders 386 - -
$3,628,574
1994
Average Average
Reserve gross additional
balance accumulation credit
at Dec. 31 rate rate
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 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
</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.
B) On certain series of single payment certificates, additional
interest is predeclared for periods greater than one year. At Dec.
31, 1995, $18,878 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 3.13%. IDSC has
increased the rate of accrual to 4.85% through April 30, 1997. 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.<PAGE>
PAGE 68
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, 1995 and 1994 was $211,093 and
$263,494, respectively.
E) The carrying amounts and fair values of certificate reserves
consisted of the following at Dec. 31, 1995 and 1994. 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 determined by a
discounted cash flow analysis using interest rates currently
offered for certificates with similar remaining terms, less any
applicable surrender charges.
<TABLE><CAPTION>
1995 1994
Carrying Fair Carrying Fair
amount value amount value
<S> <C> <C> <C> <C>
Reserves with terms of one year or less $2,900,947 $2,899,542 $2,425,880 $2,415,970
Other 727,627 765,110 461,525 461,060
Total certificate reserves 3,628,574 3,664,652 2,887,405 2,877,030
Unapplied certificate transactions 1,545 1,545 2,671 2,671
Certificate loans and accrued interest (51,707) (51,707) (58,840) (58,840)
Total $3,578,412 $3,614,490 $2,831,236 $2,820,861
</TABLE>
6. Dividend restriction
Certain series of installment certificates outstanding provide that
cash dividends may be paid by IDSC only in calendar years for which
additional credits of at least one-half of 1% on such series of
certificates have been authorized by IDSC. This restriction has
been removed for 1996 and 1997 by action of IDSC on additional
credits in excess of this requirement.
7. Fees paid to Parent and affiliated companies ($ 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. (an affiliate) for distribution services
is:<PAGE>
PAGE 69
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
the 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.
C) The basis of computing depositary fees paid or payable to
American Express 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.<PAGE>
PAGE 70
D) 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:
1.25% of the reserves maintained for the certificates on an amount
from $100,000 to $249,000, 0.80% 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.
8. Income taxes
Income tax expense (benefit) as shown in the statement of
operations for the three years ended Dec. 31, consists of:
<TABLE><CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Federal:
Current ($6,285) ($8,743) ($19,777)
Deferred (2,652) 3,933 11,446
(8,937) (4,810) (8,331)
State (43) 100 349
($8,980) ($4,710) ($7,982)
</TABLE>
Income tax expense (benefit) differs from that computed by using
the U.S. Statutory rate of 35%. The principal causes of the
difference in each year are shown below:
<TABLE><CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Federal tax expense at U.S. statutory rate $6,307 $12,642 $13,178
Tax-exempt interest (3,339) (4,205) (4,929)
Dividend exclusion (12,166) (13,862) (17,326)
Change in statutory rates - - (406)
Other, net 261 615 1,152
Federal tax benefit ($8,937) ($4,810) ($8,331)
</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.
<TABLE><CAPTION>
1995 1994
Deferred tax assets:
<S> <C> <C>
Certificate reserves $10,312 $4,315
Investment unrealized losses - 12,470
Investments 348 1,390
Investment reserves 843 1,120
Purchased/written call options - 283
Total deferred tax assets $11,503 $19,578
<PAGE>
PAGE 71
1995 1994
Deferred tax liabilities:
Investment unrealized gains $15,843 $-
Deferred distribution fees 9,900 9,500
Dividends receivable 892 1,000
Return of capital dividends 305 508
Purchased/written call options 1,623 -
Other, net 229 198
Total deferred tax liabilities 28,792 11,206
Net deferred tax assets (liabilities) ($17,289) $8,372
</TABLE>
9. 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.
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 and are not
recorded on the balance sheet.
Credit exposure related to derivative financial instruments is
measured by the replacement cost of those contracts 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, 1995 and 1994.
<PAGE>
PAGE 72
<TABLE><CAPTION>
1995
Notional Total
or contract Carrying Fair credit
amount value value exposure
<S> <C> <C> <C> <C>
Assets:
Interest rate caps $970,000 $3,362 $2,128 $2,128
Purchased call options 152,406 27,138 24,161 24,161
Total $1,122,406 $30,500 $26,289 $26,289
Liabilities:
Written call options $157,951 $9,333 $10,394 $-
1994
Notional Total
or contract Carrying Fair credit
amount value value exposure
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 1996 to 1997. The options expire
in 1996.
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.
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 9%. The cost
of these caps of $3,362 at Dec. 31, 1995 is being amortized over
the terms of the agreements 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.
<PAGE>
PAGE 73
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, 1995
and 1994.
<TABLE><CAPTION>
1995
Face Average Index at
amount strike price Dec. 31,1995
<S> <C> <C> <C>
Purchased call options $152,406 539 616
Written call options 157,951 601 616
1994
Face Average Index at
amount strike price Dec. 31,1995
Purchased call options $191,496 460 459
Written call options 189,443 506 459
</TABLE>
10. 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. The carrying value of certain
financial instruments such as trade receivables and payables
approximates the fair value. Non-financial instruments, such as
deferred distribution fees, are excluded from required 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>
1995 1994
Carrying Fair Carrying Fair
value value value value
<S> <C> <C> <C> <C>
Financial assets
Cash equivalents (note 1) $68,943 $68,943 $152,912 $152,912
Investment securities (note 3) 3,411,396 3,456,922 2,472,467 2,479,083
First mortgage loans on real estate (note 4) 233,394 248,860 253,968 246,917
Derivative financial instruments (note 9) 30,500 26,289 22,716 33,613
Financial liabilities
Certificate reserves (note 5) 3,578,412 3,614,490 2,831,236 2,820,861
Derivative financial instruments (note 9) 9,333 10,394 2,070 1,779
</TABLE>
<PAGE>
PAGE 74
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item
Number
Item 13. Other Expenses of Issuance and Distribution.
The expenses in connection with the issuance and
distribution of the securities being registered are to be
borne by the registrant.
Item 14. Indemnification of Directors and Officers.
The By-Laws of IDS Certificate Company provide that it
shall indemnify any person who was or is a party or is
threatened to be made a party, by reason of the fact that
he was or is a director, officer, employee or agent of
the company, or is or was serving at the direction of the
company, or any predecessor corporation as a director,
officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, to
any threatened, pending or completed action, suit or
proceeding, wherever brought, to the fullest extent
permitted by the laws of the state of Delaware, as now
existing or hereafter amended.
The By-Laws further provide that indemnification
questions applicable to a corporation which has been
merged into the company relating to causes of action
arising prior to the date of such merger shall be
governed exclusively by the applicable laws of the state
of incorporation and by the by-laws of such merged
corporation then in effect. See also Item 17.
Item 15. Recent Sales of Unregistered Securities.
(a) Securities Sold
Period of sale Title of securities Amount sold
1993 IDS Special Deposits $ 8,367,601.13
1994 IDS Special Deposits 18,013,424.38
1995 IDS Special Deposits 56,855,953.00
1996 through June 30* IDS Special Deposits** 6,100,871.38
*Most recent practicable date through which to provide information.
**Renamed American Express Special Deposits in April, 1996.
(b) Underwriters and other purchasers
American Express Special Deposits are marketed by American Express
Bank Ltd. (AEB), an affiliate of IDS Certificate Company, to
private banking clients of AEB in the United Kingdom and Hong Kong.
(c) Consideration
All American Express Special Deposits were sold for cash. The
aggregate offering price was the same as the amount sold in the
table above. Aggregate marketing fees to AEB were $153,318.21 in
1993, $88,686.14 in 1994, and $172,633.41 in 1995, and $159,068.37
in 1996 through June 30.<PAGE>
PAGE 75
(d) Exemption from registration claimed
American Express Special Deposits are marketed, pursuant to the
exemption in Regulation S under the Securities Act of 1933, by AEB
in the United Kingdom and Hong Kong to persons who are not U.S.
persons, as defined in Regulation S.
Item 16. Exhibits and Financial Statement Schedules.
(a) The following exhibits to this Initial Registration
Statement are incorporated herein by reference or
attached hereto:
1. (a) Copy of Distribution Agreement dated November
18, 1988, between Registrant and IDS Financial
Services Inc., filed electronically as Exhibit
1(a) to the Registration Statement No. 33-26844
for the American Express International
Investment Certificate (now called the American
Express Investors Certificate), is incorporated
herein by reference.
2. Not Applicable.
3. (a) Certificate of Incorporation, dated December
31, 1977, filed electronically as Exhibit 3(a)
to Post-Effective Amendment No. 2 to
Registration Statement No. 2-95577, is
incorporated herein by reference.
(b) Certificate of Amendment, dated February 29,
l984, filed electronically as Exhibit 3(b) to
Post-Effective Amendment No. 2 to Registration
Statement No. 2-95577, is incorporated herein
by reference.
(c) By-Laws, are filed electronically as Exhibit
3(c) to Post-Effective Amendment No. 1 to
Registration Statement No. 333-9611.
4. Not Applicable.
5. An Opinion and Consent of counsel is filed
electronically herewith as Exhibit 5.
8. through 9. -- None.
10. (a) Investment Advisory and Services Agreement
between Registrant and IDS/American Express
Inc., dated January 12, 1984, filed
electronically as Exhibit 10(a) to Post-
Effective Amendment No. 2 to Registration
Statement No. 2-95577, is incorporated herein
by reference.
<PAGE>
PAGE 76
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. (a) Continued
(b) Depository and Custodial Agreement, between
Registrant and IDS Trust Company dated
September 30, 1985, filed electronically as
Exhibit 10(b) to Post-Effective Amendment No. 2
to Registration Statement No. 2-95577, is
incorporated herein by reference.
(c) Foreign Deposit Agreement dated November 21,
1990, between Registrant and IDS Bank & Trust,
filed electronically as Exhibit 10(h) to Post-
Effective Amendment No. 5 to Registration
Statement No. 33-26844, is incorporated herein
by reference.
(d) Copy of Distribution Agreement dated March 29,
1996 between Registrant and American Express
Service Corporation filed electronically as
Exhibit 1(b) to Post-Effective Amendment No. 17
to Registration Statement No. 2-95577, is
incorporated herein by reference.
(e) Selling Agent Agreement dated June 1, 1990,
between American Express Bank International and
IDS Financial Services Inc. for the IDS
Investors and IDS Stock Market Certificates,
filed electronically as Exhibit 1(c) to the
Post-Effective Amendment No. 5 to Registration
Statement No. 33-26844, is incorporated herein
by reference.
(f) Marketing Agreement dated October 10, 1991,
between Registrant and American Express Bank
Ltd., filed electronically as Exhibit 1(d) to
Post-Effective Amendment No. 31 to Registration
Statement 2-55252, is incorporated herein by
reference.
(g) Amendment to the Selling Agent Agreement dated
December 12, 1994 between IDS Financial
Services Inc. and American Express Bank
International, filed electronically as Exhibit
1(d) to Post-Effective Amendment No. 13 to
Registration Statement No. 2-95577, is
incorporated herein by reference.
<PAGE>
PAGE 77
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. (a) Continued
(h) Selling Agent Agreement dated December 12, 1994
between IDS Financial Services Inc. and Coutts
& Co. (USA) International filed electronically
as Exhibit 1(e) to Post-Effective Amendment No.
13 to Registration Statement No. 2-95577, is
incorporated herein by reference.
(i) Consulting Agreement dated December 12, 1994
between IDS Financial Services Inc. and Coutts
& Co. (USA) filed electronically as Exhibit
1(f) to Post-Effective Amendment No. 13 to
Registration Statement No. 2-95577, is
incorporated herein by reference.
11. through 22. -- None.
23. Consent of Independent Auditor's is filed
electonically herewith as Exhibit 23.
24. (a) Officers' Power of Attorney, dated May 17,
1994 filed electronically as Exhibit 25(a)
to Post-Effective Amendment No. 13 to
Registration Statement No. 2-95577, is
incorporated herein by reference.
(b) Directors' Power of Attorney, dated
February 29, 1996 filed electronically as
Exhibit 25(b) to Post-Effective Amendment
No. 17 to Registration Statement No. 2-
95577, is incorporated herein by
reference.
25. through 27. None.
(b) The financial statement schedules for IDS Certificate Company
filed electronically as Exhibit 16(b) in Post-Effective
Amendment No. 37 to Registration Statement No. 2-55252 for
Series D-1 Investment Certificate, are incorporated by
reference herewith.
Item 17. Undertakings.
Without limiting or restricting any liability on the part
of the other, American Express Financial Advisors Inc.,
(formerly IDS Financial Services Inc.) as underwriter,
will assume any actionable civil liability which may
arise under the Federal Securities Act of 1933, the
Federal Securities Exchange Act of 1934 or the Federal
Investment Company Act of 1940, in addition to any such
liability arising at law or in equity, out of any untrue
statement of a material fact made by its agents in the
due course of their business in selling or offering for
sale, or soliciting applications for, securities issued
by the Company or any omission on the part of its agents
to state a material fact necessary in order to make the
statements so made, in the light of the circumstances in <PAGE>
PAGE 78
Item 17. Undertakings.(cont'd)
which they were made, not misleading (no such untrue
statements or omissions, however, being admitted or
contemplated), but such liability shall be subject to the
conditions and limitations described in said Acts.
American Express Financial Advisors Inc. will also assume
any liability of the Company for any amount or amounts
which the Company legally may be compelled to pay to any
purchaser under said Acts because of any untrue
statements of a material fact, or any omission to state a
material fact, on the part of the agents of American
Express Financial Advisors Inc. to the extent of any
actual loss to, or expense of, the Company in connection
therewith. The By-Laws of the Registrant contain a
provision relating to Indemnification of Officers and
Directors as permitted by applicable law.
<PAGE>
PAGE 79
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the
City of Minneapolis and State of Minnesota, on the 19th day of
September 1996.
IDS CERTIFICATE COMPANY
By /s/ Stuart A. Sedlacek*
Stuart A. Sedlacek, President
Pursuant to the requirements of the Securities Act of 1933, this
amendment has been signed below by the following persons in the
capacities on 19th day of September, 1996.
Signature Capacity
/s/ Stuart A. Sedlacek* ** President and Director
Stuart A. Sedlacek (Principal Executive Officer)
/s/ Morris Goodwin* Vice President and Treasurer
Morris Goodwin (Principal Financial Officer)
/s/ Jay C. Hatlestad* Vice President and Controller
Jay C. Hatlestad (Principal Accounting Officer)
/s/ David R. Hubers** Director
David R. Hubers
/s/ Charles W. Johnson** Director
Charles W. Johnson
/s/ Richard W. Kling** Chairman of the Board of Directors
Richard W. Kling and Director
/s/ Edward Landes** Director
Edward Landes
/s/ John V. Luck** Director
John V. Luck
Signatures continued on next page.
<PAGE>
PAGE 80
Signatures continued from previous page.
Signature Capacity
/s/ James A. Mitchell** Director
James A. Mitchell
/s/ Harrison Randolph** Director
Harrison Randolph
/s/ Gordon H. Ritz** Director
Gordon H. Ritz
*Signed pursuant to Officers' Power of Attorney dated May 17, 1994
filed electronically as Exhibit 25(a) to Post-Effective Amendment
No. 13 to Registration Statement No. 2-95577, is incorporated
herein by reference.
______________________.
Bruce A. Kohn
**Signed pursuant to Directors' Power of Attorney dated February
29, 1996 filed electronically as Exhibit 25(b) to Post-Effective
Amendment No. 17 to Registration Statement No. 2-95577, is
incorporated herein by reference.
_________________________.
Bruce A. Kohn
<PAGE>
PAGE 81
CONTENTS OF THIS PRE-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION
STATEMENT NO. 333-9611
Cover Page
Prospectus
Part II Information
Signatures
<PAGE>
PAGE 1
EXHIBIT INDEX
Exhibit 5: Opinion and Consent of counsel.
Exhibit 23: Consent of Independent Auditor's.
<PAGE>
PAGE 1
September 19, 1996
IDS Certificate Company
IDS Tower 10
Minneapolis, MN 55440-0010
Ladies and Gentlemen:
I have examined or caused to be examined the Certificate of
Incorporation and the By-Laws of IDS Certificate Company (the
"Company") and all necessary certificates, documents and records of
the Company, and the applicable statutes of the State of Delaware,
and it is my opinion that:
(a) IDS Certificate Company is a corporation duly organized and
existing under the laws of the State of Delaware; and
(b) Face-amount certificate known as IDS Preferred Investors
Certificate, when sold in accordance with applicable federal
and state securities laws and issued in accordance with all
the terms described in the prospectus for IDS Preferred
Investors Certificate contained in Pre-Effective Amendment No.
1, dated September 19, 1996, to Registration Statement No.
333-9611 for said Certificate, filed with the U.S. Securities
and Exchange Commission under the Securities Act of 1933, will
be legally issued, fully paid and nonassessable.
I am a member of the bar of the State of Minnesota and my opinion
is limited to federal laws, the laws of the State of Minnesota, and
the General Corporation Law of the State of Delaware.
I hereby consent that the foregoing opinion may be used in
connection with registering said certificate.
Very truly yours,
/s/ Bruce Kohn
Bruce Kohn
Vice President and General Counsel
(612)671-2221
<PAGE>
PAGE 1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Auditors" and to the use of our report dated February 8, 1996 in
the Pre-Effective Amendment number 1 to the Registration Statement
(Form S-1 Number 333-9611) and related prospectus of IDS
Certificate Company for the registration of its IDS Preferred
Investors Certificate.
Our audits also included the financial statement schedules of IDS
Certificate Company listed in Item 16(b) of this Registration
Statement. These schedules are the responsibility of the
management of the IDS Certificate Company. Our responsibility is
to express an opinion based on our audits. In our opinion, the
financial statement schedules referred to above, when considered in
relation to the basic financial statements as a whole, present
fairly in all material respects the information set forth therein.
ERNST & YOUNG LLP
Minneapolis, Minnesota
September 19, 1996
