IDS LIFE INSURANCE CO
POS AM, 1999-04-30
Previous: STATE STREET RESEARCH CAPITAL TRUST, 497, 1999-04-30
Next: IDS LIFE INSURANCE CO, POS AM, 1999-04-30



<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-1
                         POST-EFFECTIVE AMENDMENT NO. 8
                     TO REGISTRATION STATEMENT No. 33-50968

                                      Under

                           The Securities Act of 1933


                           IDS Life Insurance Company
               (Exact name of registrant as specified in charter)

                                    Minnesota
         (State or other jurisdiction of incorporation or organization)

                                       63
            (Primary Standard Industrial Classification Code Number)

                                   41-0823832
                      (I.R.S. Employer Identification No.)

             IDS Tower 10, Minneapolis, MN 55440-0010 (612) 671-3131
          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)

                               Bruce Kohn, Counsel
                           IDS Life Insurance Company
                 IDS Tower 10, Minneapolis, Minnesota 55440-0010
                                 (612) 671-2221
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, check the following box. [X]

<PAGE>
<TABLE>
<CAPTION>
<S>                                    <C>             <C>                       <C>                    <C>    

                                  Calculation of Registration Fee

Title of each class of securities       Amount to be       Proposed maximum         Proposed maximum         Amount of
to be registered                         registered     offering price per unit    aggregate offering     registration fee
                                                                                         price
</TABLE>

Interests in a flexible premium           N/A 
group market value annuity contract 
and individual market value annuity 
contracts for non-tax qualified 
purchases.

<PAGE>

                                     PART I.

                       INFORMATION REQUIRED IN PROSPECTUS

            Attached hereto and made a part hereof is the Prospectus.



   
IDS Life Flexible Payment Market Value Annuity
Prospectus, April 30, 1999
    

IDS Life Insurance Company (IDS Life) offers this annuity in two ways:

o    a group market value annuity contract, and

o    individual market value annuity contracts

To buy this  annuity,  you must  send IDS Life a  purchase  payment  of at least
$5,000 with an  application  for a contract.  You may make  additional  purchase
payments of at least $2,000.

IDS Life Account MGA
Group and Individual Flexible Premium Market
Value Annuity Contracts

Sold by:
IDS Life Insurance Company
IDS Tower 10
Minneapolis, MN 55440-0010
Telephone: 800-437-0602

If you choose not to hold these securities until the end of a guarantee  period,
they  may  be  subject  to  a  substantial  surrender  charge  or  market  value
adjustment. As a result, you could get less than your purchase payment back.

Interest  rates for  future  guarantee  periods  may be higher or lower than the
previous  guaranteed interest rate. The minimum guaranteed renewal interest rate
is 3%. IDS Life guarantees this rate.

The  Securities and Exchange  Commission  has not approved or disapproved  these
securities or passed upon the adequacy of this prospectus. Any representation to
the contrary is a criminal offense.

IDS Life is not a bank or financial  institution,  and the  securities it offers
are not deposits or obligations of, backed or guaranteed or endorsed by any bank
or financial  institution nor are they insured by the Federal Deposit  Insurance
Corporation,  the Federal Reserve Board or any other agency. Investments in this
annuity involve investment risk including the possible loss of principal.


<PAGE>



Table of contents
                                                          Page

The Flexible Payment Market Value Annuity in brief.....

Key terms..............................................

Description of contracts...............................
General................................................
Application and purchase payment.......................
Right to cancel........................................
Guarantee periods......................................
Surrenders, free withdrawals and systematic withdrawals
Surrender charge.......................................
Transfers..............................................
Market value adjustment................................
Premium taxes..........................................
Death benefit prior to settlement......................
Death benefit after settlement.........................
Statement..............................................
Choosing the settlement date and annuity payment plan..

Amendment, distribution and assignment of contracts....
Amendment of contracts.................................
Distribution of contracts..............................
Assignment of contracts

Federal tax considerations.............................

The Company............................................
Business...............................................
Investments by IDS Life................................
Selected financial data................................
Management's discussion and analysis of consolidated
financial condition and results of operations..........

Directors and executive officers.......................
Executive compensation.................................
Security ownership of management.......................

Legal proceedings and opinion..........................

Experts................................................

Appendix A - Total surrender illustration..............

Appendix B - Market value adjustment illustration......

IDS Life financial information.........................


<PAGE>



The Flexible Payment Market Value Annuity in brief

In this  prospectus,  "we",  "us" and  "IDS  Life"  refer to IDS Life  Insurance
Company and "you" and "yours" refer to an owner who has been issued a contract.

This summary is incomplete. Do not rely on it as a description of your contract.
For more complete information, you must read the entire prospectus. You can find
more  information  about a topic in the  summary by  turning  to the  discussion
beginning at the page listed after that topic in the summary.

Contracts:  We are offering group and individual  flexible  premium market value
annuity  contracts to the general public for non-tax qualified and tax qualified
purchases.  You may allocate your purchase payments to different  subaccounts of
the contracts for different guarantee periods.  Each subaccount has a guaranteed
interest rate that we credit to the purchase  payment when it is held to the end
of the subaccount guarantee period.  Surrenders or transfers before the end of a
subaccount  guarantee period are subject to a market value adjustment and, if it
applies,  a surrender  charge.  Surrenders or transfers  are  available  without
market value adjustment on the last day of each subaccount  guarantee period and
during  the  first  ten days of each new  subaccount  guarantee  period.  A free
withdrawal amount is available under each subaccount.

Guarantee  periods:   When  you  make  an  initial  purchase  payment  under  an
application,  or an additional  purchase  payment or transfer,  you allocate the
payment or transfer  to one or more  subaccounts  that we offer at the time.  We
establish a subaccount for each  combination  of guarantee  period and guarantee
rate to which you allocate a purchase payment or transfer.  The purchase payment
or transfer  allocated to each  subaccount  earns  interest at the rate for that
subaccount that we have guaranteed for your contract.  We credit interest daily.
Credited interest earns interest at the rate we established. The guaranteed rate
we establish will always be at least 3%. (p.)

When a subaccount  guarantee  period ends, a new guarantee period will begin. We
will transfer the subaccount  accumulation value without market value adjustment
to a new subaccount.  The new subaccount  guarantee  period will be for one year
unless you choose a different  period from those we offer at that time.  The new
guarantee period may never extend beyond the settlement date. (p.)

Surrenders, free withdrawals and systematic withdrawals: Each contract year, you
may surrender or transfer free withdrawal amounts. These free withdrawal amounts
are not  subject  to either a  surrender  charge or a market  value  adjustment.
However,  they are subject to federal income tax and may be subject to a federal
penalty  tax and,  under  certain  tax  qualified  contracts,  to 20% income tax
withholding.   Free  withdrawal  amounts  are  calculated  separately  for  each
subaccount.  From the time we establish a subaccount for you as a result of your
payment or transfer,  up to the next contract  anniversary,  the free withdrawal
amount is 10% of your subaccount payment or transfer.  During each contract year
after that, the free withdrawal  amount is 10% of the accumulation  value of the
subaccount on its last contract  anniversary.  You also may establish systematic
withdrawals of amounts up to the free withdrawal amount. (p.)

With some  restrictions,  we permit  partial or total  surrenders.  We may delay
payment of any surrender for up to six months from the date we receive notice of
surrender  or the period  permitted  by state law, if less.  We will not delay a
payment for more than seven days except under extraordinary circumstances. If we
choose to  exercise  this right,  then  during  this  delay,  we will pay annual
interest of at least 3% of any amounts delayed for more than thirty days. (p.)


<PAGE>



Surrender charge:  Surrenders may be subject to a surrender charge. We calculate
surrender charges  separately for each subaccount.  The surrender charge depends
on the number of contract years a purchase payment allocated to a subaccount has
been in the contract.  If you surrender  from a subaccount  before your purchase
payments in that  subaccount have been in the contract for eight contract years,
a surrender  charge,  beginning at a maximum of 7% of the market  adjusted value
surrendered  will be  subtracted  from that  subaccount.  There are no surrender
charges for payments  that have been in the contract for eight or more  contract
years or if you  surrender on the last day of a subaccount  guarantee  period or
during the first ten days of the new subaccount  guarantee period. We will waive
the surrender charge in certain instances. (p.)

Transfers:  You may transfer the accumulation value from an existing  subaccount
to a new  subaccount at any time before the  settlement  date as long as the old
subaccount  existed  for at least one  calendar  year before the  transfer.  The
minimum  accumulation  value you may transfer is $2,000 or the entire subaccount
accumulation  value,  if less.  For  transfers  before  the end of a  subaccount
guarantee  period,  there will be a market value  adjustment to the accumulation
value in excess of the free withdrawal amount. (p.)

Market value adjustment: A market value adjustment applies when the surrender or
transfer occurs before the end of a subaccount  guarantee period. A market value
adjustment is a change in the  subaccount  accumulation  value.  Therefore,  the
amount  distributed  from a  subaccount  on surrender or transfer may be more or
less than the total purchase payments or transfers made to that subaccount (plus
accrued  interest).  We find the market value  adjustment using the rate we then
are paying on purchase  payments or transfers made to new  subaccounts for about
the same time as the time remaining in your subaccount guarantee period. (p.)

Premium taxes: We may deduct premium taxes from the  accumulation  value of your
contract.  State  premium  taxes  range  from 0 to 3.5% of your  gross  purchase
payments. (p.)

Death benefit prior to settlement:  The contract provides for a guaranteed death
benefit.  If the annuitant or owner dies before the settlement date, we will pay
to the owner or  beneficiary  the death  benefit  in place of any other  payment
under the contract.  The amount of the death benefit will equal the accumulation
value. (p.)

Choosing the settlement  date and annuity  payment plan: On the settlement  date
picked by the owner,  we will pay the owner a lump sum payment or start to pay a
series of  payments.  You may choose a series of  payments  under  some  annuity
payment plans. (p.)

Key terms

In this  prospectus,  "we",  "us" and  "IDS  Life"  refer to IDS Life  Insurance
Company and "you" and "yours" refer to an owner who has been issued a contract.

These terms can help you understand details about your annuity:

   
Accumulation  value - The  value of the  purchase  and  transfer  payments  plus
interest credited,  adjusted for any surrenders. The contract accumulation value
is the sum of all subaccount accumulation values.
    

Annuitant - The person on whose life monthly annuity payments depend.

Annuity  -  A  contract   purchased  from  an  insurance   company  that  offers
tax-deferred growth of the purchase payment until earnings are withdrawn.


<PAGE>



Cash surrender value - The market  adjusted value less any applicable  surrender
charge. On the last day of a guarantee  period,  the cash surrender value is the
accumulation value.

Contract - The certificate or individual contract described under Description of
contracts-General.

Contract  anniversary  - The same day and month as the  contract  date each year
that the contract remains in force.

Contract date - The date from which contract  anniversaries,  contract years and
contract months are determined.

Free  withdrawal  amount - The amount of surrenders  and transfers  that you may
make each contract year without market value adjustment or surrender  charge. We
calculate free withdrawal amounts separately for each subaccount.  From the time
a  subaccount  is  established  by  payment  or  transfer  to the next  contract
anniversary,  the free withdrawal  amount is 10% of your  subaccount  payment or
transfer.  During each contract year after that, the free  withdrawal  amount is
10%  of  the  accumulation   value  of  the  subaccount  on  its  last  contract
anniversary.

Guarantee  period - The  period for which we  guarantee  a  particular  declared
effective annual interest rate.

Guarantee rate - The particular  declared effective annual interest rate that we
guarantee for a guarantee period.

Market adjusted value - The accumulation  value in excess of the free withdrawal
amount,  increased or decreased by the market value adjustment formula, plus the
free  withdrawal  amount.  The  adjustment  is for interest rate changes since a
subaccount  begins. We calculate the adjustment  separately for each subaccount.
The contract market adjusted value is the sum of all subaccount  market adjusted
values.

Market value  adjustment - The difference  between the market adjusted value and
the  accumulation  value. It is positive if the market adjusted value is greater
than the accumulation value. It is negative if the accumulation value is greater
than the market adjusted value.

Owner - The person or entity to whom the  contract  is issued.  The owner may be
someone other than the annuitant.

Purchase payment - Payment made to IDS Life for an annuity.

Settlement - The application of contract value to provide annuity  payments.  If
the  settlement  date is not the last day of a  guarantee  period,  we apply the
market adjusted value of the contract. On the last day of a guarantee period, we
apply the accumulation value of the contract.

Settlement date - The date on which annuity payments are to begin.

Subaccount - An account we establish for each  combination  of guarantee  period
and guarantee  rate to which you allocate a purchase or transfer  payment.  Each
subaccount is  distinguished  by the guarantee period and the date the guarantee
period begins.

Surrender value - The  accumulation  value plus any market value adjustment that
applies, less any surrender charge that applies.

Written request - A request in writing signed by you and delivered to us at our
corporate office.


<PAGE>



Description of contracts

General

This  prospectus  describes  interests in a flexible  premium group market value
annuity contract and individual  market value annuity  contracts  offered by IDS
Life to the general  public for non-tax  qualified and tax qualified  purchases.
Participation  in a group  contract  will be  accounted  for  separately  by the
issuance  of a  certificate  showing  your  interest  under the group  contract.
Participation  in  an  individual  contract  is  shown  by  the  issuance  of an
individual  annuity  contract.  The certificate and the individual  contract are
both referred to as the "contract."

IDS Life may offer this contract to fund retirement  programs that qualify under
the  following  sections of the Internal  Revenue Code of 1986,  as amended (the
Code): (1) plans qualified under Section 401 of the Code (including 401(k)); (2)
Tax-Sheltered  Annuity (TSA) plans adopted by public school  systems and certain
tax-exempt  organizations pursuant to Section 403(b) of the Code; (3) individual
retirement  annuities (IRAs),  SIMPLE IRAs and Simplified Employee Pension (SEP)
Plans  eligible  under  Section 408 of the Code;  and (4) deferred  compensation
plans eligible under Section 457 of the Code.

As  described  in this  prospectus,  each  subaccount  of the  contracts  has an
interest rate  guaranteed by IDS Life that we credit to a purchase  payment when
it is held to the end of the subaccount  guarantee  period.  We credit  interest
daily to achieve a stated annual  effective rate, based on a 365 day year. We do
not pay interest on leap days (Feb.  29th).  Surrenders or transfers  before the
end of a subaccount guarantee period are subject to a market value adjustment, a
surrender  charge (if  applicable),  income taxes,  and a 10% IRS tax penalty if
withdrawn prior to age 59 1/2.

Subject to  insurance  department  approval  of the  contract,  IDS Life will be
offering  this  contract in the District of Columbia  and all states  except New
York.

Application and purchase payment

To apply for a contract,  you must  complete an  application  and make a minimum
purchase payment of $5,000. We permit  additional  purchase payments of at least
$2,000 under a contract.  These additional  purchase  payments may be made until
the date the contract  terminates or the date on which annuity  payments  begin,
whichever is earlier. The maximum total purchase payments in the first and later
contract years is $500,000.  We reserve the right to change this maximum. If you
purchase  the  contract  to fund a tax  qualified  plan,  that  plan's  limit on
contributions also will apply.

We will return an improperly completed application, along with the corresponding
purchase payment, five business days after we receive it.

A payment is credited to a contract on the date we receive a properly  completed
application at our corporate office along with the purchase payment. Interest is
earned the next day.  IDS Life then issues a contract  and confirms the purchase
payment in writing.

When  an  initial  purchase  payment  is  made  under  an  application,  or when
additional  purchase payments or transfers are made, you allocate the payment to
one or more subaccounts offered at that time by IDS Life. The minimum amount you
may allocate to a subaccount is $2,000 or, in the case of a transfer, the entire
subaccount  accumulation  value if less than $2,000.  You have a subaccount  for
each guarantee  period to which you allocate an initial  purchase  payment.  You
also have a  subaccount  for each  guarantee  period to which  you  allocate  an
additional  purchase payment or to which you transfer all or part of an existing
subaccount.  Each subaccount is  distinguished  by the guarantee  period and the
date the guarantee period begins.


<PAGE>



Right to cancel

You have the right to cancel the  contract  within 10 days after  receipt of the
contract and receive a refund of the entire purchase  payment.  For cancellation
to be effective,  you must mail or deliver notice of  cancellation in writing to
our corporate office at the following address: IDS Life Insurance Company, Attn:
Transactions, P.O. Box 534, Minneapolis, Minnesota 55440-0534.

Guarantee periods

You select  guarantee  periods from among those we offer. As of the date of this
prospectus,  we are offering guarantee periods with annual durations from one to
10  years;  however,  the  guarantee  periods  we offer in the  future  could be
different.  The guarantee period selected will determine the guarantee rate. The
purchase  payment (less  surrenders made and less  applicable  premium taxes, if
any) or any transfer will earn interest at this guarantee rate during the entire
guarantee period. Interest is credited to your annuity daily. All interest rates
we quote are  effective  annual  interest  rates.  This  refers to the rate that
results after interest has compounded daily for a full year.

The example below shows how we will credit interest during the guarantee period.
For the purpose of this example, we have made the assumptions as indicated.

Example of guarantee rate:

Beginning subaccount accumulation value:             $50,000
Guaranteed period:                                   10 years
Guarantee rate:                                      6% annual effective rate

       Interest credited    Cumulative interest
Year      during year     credited to the account       Accumulation value

   1     $   3,000.00            $   3,000.00             $   53,000.00
   2         3,180.00                6,180.00                56,180.00
   3         3,370.80                9,550.80                59,550.80
   4         3,573.05               13,123.85                63,123,85
   5         3,787.43               16,911.28                66,911.28
   6         4,014.68               20,925.96                70,925.96
   7         4,255.56               25,181.51                75,181.51
   8         4,510.89               29,692.40                79,692.40
   9         4,781.54               34,473.95                84,473.95
  10         5,068.44               39,542.38                89,542.38

Guaranteed accumulation value at the end of 10 years is:
$50,000 + $39,542.38 = $89,542.38

Note:  This  example  assumes  no  surrenders  of any  amount  during the entire
ten-year period.  A market value  adjustment  applies and a surrender charge may
apply to any  interim  surrender  in excess of the free  withdrawal  amount (see
Surrenders,  free  withdrawals  and systematic  withdrawals).  The  hypothetical
interest rates are only illustrations. They do not predict future interest rates
to be declared by IDS Life.  Actual  interest  rates declared for any given time
may be more or less than those shown.


<PAGE>
End of a subaccount guarantee period: When a subaccount guarantee period ends, a
new guarantee  period will begin. We will transfer your subaccount  accumulation
value to a new subaccount without applying a market value adjustment. At the end
of a  guarantee  period,  or during  the  first  ten days of the new  subaccount
guarantee  period,  you also will be able to totally or partially  surrender the
subaccount  accumulation  value  without  market value  adjustment  or surrender
charge.  However, such a surrender will be subject to federal income tax and may
be subject to a federal  penalty  tax.  Surrenders  from  certain tax  qualified
contracts  also may be subject to 20% income tax  withholding.  If you surrender
less than the entire subaccount  accumulation value, at least $1,000 must remain
in the subaccount.

We will mail you a notice  twenty-one  calendar days before the guarantee period
ends to remind you to select a new  guarantee  period.  If we do not receive the
written  selection  request within ten calendar days after the guarantee  period
ends, the new guarantee  period will be one year. The new guarantee  period will
never extend beyond the settlement date. For example, if the annuitant is age 82
at the end of a guarantee  period and the settlement date is the annuitant's age
85, a three-year  guarantee period is the maximum  guarantee period that you may
choose under the contract.

The  accumulation  value  transferred to the new subaccount is guaranteed by IDS
Life's  general  assets and will earn interest at a guarantee  rate that we have
declared for the guarantee  period.  This  guarantee rate may be higher or lower
than  previous  guarantee  rates.  We may declare new  schedules  of  guaranteed
interest rates as frequently as daily.

At your written  request,  we will notify you of the guarantee rate that applies
to a  specific  guarantee  period.  You also may call us to ask about  guarantee
rates.

Establishment  of guarantee  rates: We will know the guaranteed rate of interest
for a chosen  guarantee  period at the time we receive a purchase payment or you
make a transfer.  We will send you a confirmation that will show the amount paid
or transferred and the applicable  guarantee rate. When one subaccount guarantee
period ends and another  begins,  we will establish a guarantee rate for the new
period  that is equal to or greater  than the rate  credited  on new  comparable
purchase payments at the time. The minimum guarantee rate established by us will
always be at least 3% per year.

IDS Life has no specific  formula for  determining the rates of interest that it
will declare as  guarantee  rates in the future.  We will declare the  guarantee
rates from time to time based on our analysis of current market conditions. (See
Investments by IDS Life.) In addition,  IDS Life also may consider various other
factors in determining guarantee rates for a given period,  including regulatory
and tax  requirements;  sales commission and  administrative  expenses;  general
economic trends; and competitive  factors.  IDS Life in its sole discretion will
make the final determination as to the guarantee rates to be declared. We cannot
predict or guarantee future guarantee rates above the 3% rate.

Surrenders, free withdrawals and systematic withdrawals

General:  Subject to certain  tax law and  retirement  plan  restrictions  noted
below, you may make total and partial surrenders under a contract at any time.

For  all  surrenders,  we will  reduce  the  accumulation  value  by the  amount
surrendered  on the surrender date and that amount will be payable to the owner.
We will also reduce the accumulation  value by any applicable  surrender charge.
We will either  reduce or increase  the  accumulation  value by any market value
adjustment applicable to the surrender. IDS Life will, on request, inform you of
the amount payable in a total or partial surrender.

Any  total  or  partial  surrender  may be  subject  to tax and  tax  penalties.
Surrenders from certain tax qualified contracts may be subject to 20% income tax
withholding. (See Federal tax considerations.)


<PAGE>

Tax-sheltered  annuities:  The Code imposes  certain  restrictions on an owner's
right  to  receive  early   distributions   attributable  to  salary   reduction
contributions  from a contract  purchased for a retirement  plan qualified under
Section 403(b) of the Code as a TSA.

   
Distributions attributable to salary reduction contributions made after Dec. 31,
1988,  plus all earnings  since Dec.  31, 1998,  or to transfers or rollovers of
such amounts from other  contracts,  may come from the TSA contract  only if you
have  attained  age 59-1/2,  have become  disabled as defined in the Code,  have
separated  from the service of your employer that purchased the contract or have
died.
    

Additionally,  if you should encounter a financial  hardship (within the meaning
of the Code), you may receive a distribution of all contract values attributable
to salary  reduction  contributions  made after Dec.  31,  1988,  but not of the
earnings on them.

Even though these rules may permit a distribution  (e.g.,  for hardship or after
separation from service), it may nonetheless be subject to a 10% IRS penalty tax
(in  addition to income tax) as a premature  distribution  and to 20% income tax
withholding. (See Federal tax considerations.)

These  restrictions  do not apply to transfers of contract values to another TSA
investment vehicle available through the employer.

Free withdrawal  amounts:  You may surrender or transfer free withdrawal amounts
each contract year.  These free  withdrawal  amounts are not subject to either a
surrender  charge or a market  value  adjustment.  However,  they are subject to
federal income tax and may be subject to a federal penalty tax and, if made from
certain tax qualified contracts, to 20% income tax withholding.  Free withdrawal
amounts  are  calculated  separately  for  each  subaccount.  From  the  time  a
subaccount  is  established  by  payment  or  transfer  up to the next  contract
anniversary,  the free  withdrawal  amount is 10% of the  subaccount  payment or
transfer.  During each contract year thereafter,  the free withdrawal  amount is
10% of the prior contract anniversary subaccount accumulation value.

Systematic  withdrawals:  You may establish systematic withdrawals of amounts up
to the free withdrawal  amount by written request or other method  acceptable to
IDS Life. The minimum  systematic  withdrawal  amount from the contract is $100,
and these withdrawals can be made on a monthly, quarterly, semi-annual or annual
basis. You may designate the systematic  withdrawal to be made from the contract
in one of the following ways:

o    withdrawing  interest  earnings up to the free withdrawal  amount from each
     subaccount over the systematic withdrawal period;

o    withdrawing  the  entire  free   withdrawal   amount  over  the  systematic
     withdrawal period; or

o    withdrawing a specific dollar amount less than the free withdrawal  amount.
     Under this  option,  the  specific  dollar  amount will be  withdrawn  on a
     pro-rata basis from all the subaccounts in which you have a balance, unless
     you instruct otherwise.

The minimum contract accumulation value required to begin systematic withdrawals
is $5,000.  You may start or stop this service at any time,  but must give us 30
days' notice to change any systematic withdrawal instructions that are currently
in place.

Systematic  withdrawals  may result in taxes,  tax  penalties and 20% income tax
withholding  being  applied  to all or a portion of the  amount  withdrawn.  You
should  consult a tax  advisor  regarding  the tax  consequences  of  systematic
withdrawals.

Partial surrenders: Unless we agree otherwise, the minimum contract accumulation
value you may  surrender  is $1,000  (except  for free  withdrawal  amounts  and
systematic  withdrawals as explained above). The minimum balance in a subaccount
after surrender is $1,000.


<PAGE>



You may make a surrender  by written  request.  This  request  must  specify the
subaccount(s)  from which the surrender is to be made and the surrender  amount.
You  also  may  make a  partial  surrender  request  not  exceeding  $50,000  by
telephone.  We have the  authority  to honor  any  telephone  partial  surrender
request  believed to be authentic and will use reasonable  procedures to confirm
that they are. This includes  asking  identifying  questions and tape  recording
calls. As long as reasonable  procedures are followed,  neither IDS Life nor its
affiliates  will be liable for any loss resulting from fraudulent  requests.  At
times when the volume of  telephone  requests is  unusually  high,  we will take
special  measures to ensure that calls are answered as promptly as possible.  We
will not allow a  telephone  surrender  request  within  30 days of a  phoned-in
address change.

You may request the net check amount you wish to receive.  We will determine how
much  accumulation  value needs to be  surrendered to yield the net check amount
after any applicable market value adjustments and surrender charge deductions.

Total  surrenders:  We will compute the value of your contract at the next close
of business after we receive your request for a complete  surrender.  A contract
terminates upon total surrender.  We may request return of the contract prior to
a total surrender.

Payment on surrender: We may defer payment of any partial or total surrender for
a period  not  exceeding  6  months  from the date we  receive  your  notice  of
surrender or the period  permitted by state  insurance law, if less.  Only under
extraordinary  circumstances will we defer a surrender payment more than 7 days.
If we defer  payment  for more than 30 days,  we will pay annual  interest of at
least 3% on the amount deferred.  While all  circumstances  under which we could
defer  payment  upon  surrender  may  not be  foreseeable  at  this  time,  such
circumstances could include,  for example, our inability to liquidate assets due
to a general  financial  crisis.  If we intend to withhold  payment more than 30
days, we will notify you in writing.

Surrender at the end of a guarantee period: A subaccount surrender at the end of
the guarantee  period or during the first ten days of the new  guarantee  period
will not  incur a  surrender  charge  or market  value  adjustment,  nor will it
reflect any interest earned during this ten day period.

NOTE:  We will charge you a fee if you  request  express  mail  delivery of your
surrender check.

Surrender charge

We may assess a surrender  charge on any total or partial  surrender of purchase
payments  that have been in the  contract  for less than  eight  contract  years
unless the surrender occurs on the last day of a subaccount  guarantee period or
during the first ten days of the new subaccount  guarantee  period. We calculate
surrender charges  separately for each subaccount.  The surrender charge depends
on the number of contract  years a purchase  payment to a subaccount has been in
the  contract.  The  surrender  charge  decreases  each  year  on  the  contract
anniversary  date. There are no surrender charges for payments that have been in
the contract for eight or more contract years.


<PAGE>

We determine the surrender charge by multiplying the applicable surrender charge
percentage  by the  subaccount  market  adjusted  value  in  excess  of the free
withdrawal amount. The surrender charge percentages are as follows:

    Contract years since            Surrender charge
      payment received                 percentage
- ------------------------------ ---------------------------
         1                              7%
         2                              6
         3                              5
         4                              4
         5                              3
         6                              2
         7                              1
         8 or more                      0

For an example of how the surrender charge is calculated for the total surrender
of a subaccount, please see Appendix A.

No surrender charge: We will assess no surrender charge for:

o    exercise of the cancellation right;

o    free withdrawal amounts;

o    payments that have been in the contract for eight or more contract years;

o    transfers between subaccounts;

o    surrenders from a subaccount at the end of its guarantee  period and during
     the first ten days of the new subaccount guarantee period;

o    application of the accumulation  value to provide annuity payments using an
     annuity payment plan; or

o    death benefits.

In some  cases,  such as  when an  employer  makes  this  annuity  available  to
employees,  we may expect to incur  lower sales and  administrative  expenses or
perform fewer  services due to the size of the group,  the average  contribution
and the use of group  enrollment  procedures.  Then we may be able to  reduce or
eliminate surrender charges. However, we expect this to occur infrequently.

Transfers

You may transfer the  accumulation  value from an existing  subaccount  to a new
subaccount at any time before the settlement  date. A subaccount  must have been
established  for at least one calendar  year before you can make a transfer from
it. We will not charge a fee for these  transfers.  However,  the  transfers are
subject to a market value adjustment.

For transfers before the end of a guarantee period, there will be a market value
adjustment to the  accumulation  value in excess of the free withdrawal  amount.
There  will not be a  market  value  adjustment  for  transfers  at the end of a
guarantee period.


<PAGE>

The  minimum  accumulation  value  you may  transfer  is  $2,000  or the  entire
subaccount  accumulation  value,  if less. You may transfer less than the entire
subaccount  accumulation  value only if a minimum  accumulation  value of $1,000
remains in the subaccount after the transfer.

You may make a transfer  by written  request.  This  request  must  specify  the
subaccount  from which the transfer is to be made and the amount of the transfer
if it is less than the entire  subaccount  accumulation  value. The request must
also specify the length of the new guarantee period.

Market value adjustment

We guarantee the subaccount accumulation value, including the interest credited,
if the value is held in the  subaccount  until the end of the guarantee  period.
However,  we will apply a market  value  adjustment  if a surrender  or transfer
occurs prior to the end of the guarantee period.

The  market  value  adjustment  is a  positive  or  negative  adjustment  of the
subaccount   accumulation  value.  The  market  value  adjustment  reflects  the
relationship,  at the time of  surrender  or  transfer,  between the  subaccount
guarantee  rate and the interest rate we are  crediting on purchase  payments or
transfers  made to new Flexible  Payment Market Value Annuity  subaccounts  with
guarantee  periods that are the same as the time  remaining  in your  subaccount
guarantee period.

The market  adjusted value is your subaccount  accumulation  value (in excess of
the free withdrawal  amount) adjusted by the market value  adjustment,  plus the
free withdrawal amount.  Upon surrender your subaccount's  market adjusted value
may be greater than your contract's accumulation value, equal to it or less than
it depending on how the  guaranteed  interest rate on your contract  compares to
the interest  rate of a new Flexible  Payment  Market Value Annuity for the same
number of years as the guarantee period remaining on your contract.

Before we look at the formula for calculating market adjusted value, it may help
to look in a general way at how comparing your  contract's  guaranteed  rate and
the rate for a new contract affects your market adjusted value.

Relationship  between your  contract's  guaranteed rate and new contract for the
same number of years as the guaranteed period remaining on the contract:

If the annuity rate is:                     The market adjusted value will be:

greater than the new annuity rate + .25%    greater than the accumulation value

equal to the new annuity rate + .25%        equal to the accumulation value

less than the new annuity rate + .25%       less than the accumulation value


Let's look at two examples. In order to do so, let's make these assumptions:

o    You bought a contract and allocated  your purchase  payment to a subaccount
     with a guarantee period of 10 years.

o    We guarantee an interest rate of 4.5%  annually for your 10-year  guarantee
     period.

o    After 3 years you decide to surrender the value of the subaccount. In other
     words,  you decide to surrender your contract when you have 7 years left in
     your subaccount guarantee period.


<PAGE>



When  considering  the examples,  remember that, if you surrender,  market value
adjustments and surrender  charges only apply to surrenders in excess of the fee
withdrawal  amount.  Remember that your market  adjusted value depends partly on
the interest  rate of a new Flexible  Payment  Market Value Annuity for the same
number of years as the guarantee period  remaining for your subaccount.  In this
case, that is 7 years.

Now let's  look at our  examples.  For our  first  example,  remember  that your
subaccount is earning 4.5%. Let's assume that new contracts that we offer with a
7-year  guarantee  period are earning 5.0%. We add 0.25% to the 5.0% rate to get
5.25%.  Your  contract's 4.5% rate is less than the 5.25% rate and, as reflected
in the  table  above,  your  market  adjusted  value  will  be  less  than  your
accumulation value.

   
For our second  example,  remember  again that your  subaccount is earning 4.5%.
Let's assume that new contracts that we offer with a 7-year guarantee period are
earning 4.0%. We add 0.25% to the 4.0% rate to get 4.25%.  Your  contract's 4.5%
rate is greater than the 4.25% rate and, as  reflected in the table above,  your
market adjusted value will be greater than your accumulation value.
    

As shown in the table above  showing  surrender  charge  percentages,  when your
guarantee  period is 10 years and you have begun your fourth  contract year from
the beginning of the guarantee  period,  your surrender charge percentage is 5%.
In either of our two examples,  a 5% surrender charge would be deducted from the
market adjusted value.

Determining  the  market  value  adjustment:  The  market  value  adjustment  is
determined by:

o    Calculating the subaccount  accumulation value to be adjusted.  This is the
     amount to be  surrendered or  transferred  from the  subaccount  that is in
     excess of the fee withdrawal amount;

o    Calculating the market adjusted value of that accumulation  value using the
     market adjusted value formula below; and

o    Subtracting the accumulation value from the market adjusted value.

Market adjusted value formula:

Market adjusted value = [(AVc - FWA) X F] + FWA where:

AVc      =    the subaccount accumulation value to be surrendered or transferred

FWA      =    the lesser of AVc or free withdrawal amount

F = (1 + ig)(N + t)
                ---------------------
                    (1 + ic + .0025)(N + t)


<PAGE>

where:

ig       =      the subaccount guarantee rate

N        =      the number of complete years to the end of the guarantee period 
                for the subaccount

t        =      the fraction of a year remaining to the end of the guarantee
                period (for example, if 180 days remain in a 365 day contract
                year, t would be .493 for the subaccount)

ic       =      the subaccount guarantee rate IDS Life then is crediting on
                purchase payments or transfers made to new subaccounts with
                guarantee periods of the same duration as the time remaining in
                the subaccount guarantee period (straight line interpolation
                between whole year rates. If N is zero, ic is the rate for a one
                year guarantee period)

For an  illustration  showing an upward and downward  market  value  adjustment,
please see Appendix B.

No market value adjustment: We will not apply a market value adjustment for:

o    exercise of the cancellation right;

o    free withdrawal amounts;

o    surrenders  or  transfers  from a  subaccount  at the end of its  guarantee
     period  and  during  the  first  ten days of the new  subaccount  guarantee
     period;

o    application of the accumulation  value to provide annuity payments using an
     annuity payment plan; or

o    death benefits.

Premium taxes

We  reserve  the right to deduct an amount  from the  accumulation  value of the
contract at the time that any applicable  premium taxes not previously  deducted
are  payable.  If a tax is payable at the time of the  purchase  payment  and we
choose to not deduct it at that time, we further  reserve the right to deduct it
at a later date.  Current  premium taxes range in an amount up to 3.5% depending
on jurisdiction.

Death benefit prior to settlement

If the annuitant or owner dies before the settlement  date while the contract is
in  force,  the  death  benefit  payable  to  the  beneficiary  will  equal  the
accumulation  value as determined at the next close of business after IDS Life's
death claim requirements are fulfilled.

If your  spouse is sole  beneficiary  or joint  owner:  Unless you have given us
other  written  instructions,  if you,  as owner or joint  owner die  before the
settlement  date and your spouse is the only  beneficiary  or joint owner with a
right of  survivorship,  your spouse may keep the contract as owner. To do this,
your  spouse  must,  within 60 days  after we  receive  proof of death,  give us
written instructions to keep the contract in force.


<PAGE>

Tax qualified  plans:  If the contract is purchased under a plan qualified under
Code Section 401  (including  401(k)),  a TSA plan, a plan  eligible  under Code
Section 457, a custodial or trusteed  plan, or as an IRA,  SIMPLE IRA or SEP and
we receive proof of the  annuitant's  death before the settlement  date, we will
pay the  beneficiary  the death benefit  described  above. If the annuitant dies
before reaching the settlement date and the spouse is the only beneficiary,  the
spouse  may keep the  contract  in force  until the date on which the  annuitant
would have reached  70-1/2 or any other date  permitted by the Code. To do this,
the spouse must, within 60 days after we receive proof of death, give us written
instructions to keep the contract in force.

Paying the beneficiary:  Unless you have given us other written instructions, we
will pay the  beneficiary in a single  payment.  The  beneficiary  may choose to
receive this payment at any time within 5 years after the date of death. Payment
from a tax  qualified  contract  (except an IRA,  SIMPLE IRA, SEP or Section 457
plan) made to a surviving spouse instead of being directly rolled over to an IRA
may be subject to 20% income tax  withholding.  Instead of a single payment,  we
may make payments under any annuity  payment plan available  under this contract
if:

o    the beneficiary chooses the plan in writing within 60 days after we receive
     proof of death;

o    payments  begin  no  later  than one year  after  death or any  other  date
     permitted by the Code; and

o    the plan  provides  payments  over a period that does not extend beyond the
     beneficiary's life or life expectancy.

Death benefit after settlement

If the annuitant dies after settlement,  the amount payable,  if any, will be as
provided in the annuity payment plan then in effect.

Statement

Prior to the  settlement  date,  at least  annually,  we will  send a  statement
showing a summary of the contract.

Choosing the settlement date and annuity payment plan

When we process your  application we will  establish the settlement  date to the
maximum age or date as  specified  below.  You can also select a date within the
maximum limits. This date can be aligned with your actual retirement from a job,
or it can be a different  future date,  depending on your needs and goals and on
certain restrictions. You can also change the date, provided you send us written
instructions at least 30 days before annuity payouts begin.

For non-tax  qualified  contracts,  the settlement date cannot be later than the
latest of:

o    the contract anniversary nearest the annuitant's 85th birthday; or

o    the 10th contract anniversary.

For tax qualified  contracts,  to avoid IRS penalty taxes,  the settlement  date
generally must be:

o    on or after the date the annuitant reaches 59-1/2; and


<PAGE>



o    for  IRAs,  SIMPLE  IRAs and  SEPs,  by April 1 of the year  following  the
     calendar year when the annuitant reaches age 70-1/2; or

o    for all other tax qualified contracts, by April 1 of the year following the
     calendar year when the annuitant reaches age 70-1/2 or, if later,  retires;
     except that 5%  business  owners may not select a  settlement  date that is
     later than April 1 of the year  following the calendar year when they reach
     age 70-1/2.

If you are taking the minimum IRA or TSA  distributions  as required by the Code
from another tax qualified investment, or in the form of partial surrenders from
this  contract,  annuity  payouts  can  start  as late as the  annuitant's  85th
birthday or the 10th contract anniversary.

Annuity payments: The first payment will be made as of the settlement date. Once
annuity  payments  have  started for an  annuitant,  no surrender of the annuity
benefit can be made for the purpose of receiving a lump sum in lieu of payments.

Annuity  payment  plans:  On the  settlement  date,  you may  receive a lump sum
payment of the surrender value (see Surrenders,  free withdrawals and systematic
withdrawals) or begin receiving annuity payments.  If a lump sum payment is made
from a tax  qualified  contract  (except an IRA,  SIMPLE IRA, SEP or Section 457
plan), 20% income tax withholding may apply. There are different ways to receive
annuity payments called payment plans. You may elect one of these payment plans,
or another payment arrangement to which we agree, by giving us written notice at
least 30 days before the settlement date. In the absence of an election, we will
make annuity  payments  according  to Plan B with  payments  guaranteed  for ten
years.

If the  amount  to be  applied  to a payment  plan is not at least  $2,000 or if
payments  are to be made to other  than a natural  person,  we have the right to
make a lump sum payment of the surrender value.

o    Plan A - This  provides  monthly  annuity  payments for the lifetime of the
     annuitant. We will not make payments after the annuitant dies.

o    Plan B - This  provides  monthly  annuity  payments for the lifetime of the
     annuitant with a guarantee by us that payments will be made for a period of
     at least 5, 10 or 15 years. You must select the guaranteed period.

o    Plan C - This  provides  monthly  annuity  payments for the lifetime of the
     annuitant  with a guarantee by us that  payments will be made for a certain
     number of  months.  We  determine  the  number of  months by  dividing  the
     accumulation  value  applied  under this plan by the amount of the  monthly
     annuity payment.

o    Plan D - We call this a joint and survivor life annuity.  Monthly  payments
     will be paid while both the  annuitant  and a joint  annuitant  are living.
     When either the annuitant or joint annuitant dies, we will continue to make
     monthly  payments until the death of the surviving  annuitant.  We will not
     make payments after the death of the second annuitant.

o    Plan E - This provides  monthly fixed dollar annuity  payments for a period
     of years that the owner elects.  The period of years may be no less than 10
     and no more than 30.

Other income plan options may be available.


<PAGE>



The contract  provides for annuity payments on a fixed basis only. The amount of
each annuity  payment will not change  during the annuity  payment  period.  The
amount of the annuity payment will depend on:

o    the  annuity  table we are then using for annuity  settlements  (never less
     than the table guaranteed in the contract);

o    the annuitant's age; and

o    the annuity payment plan selected.

The tables for Plans A, B, C and D are based on the "1983  Individual  Annuitant
Mortality  Table A" and an assumed rate of 4% per year.  The table for Plan E is
based on an interest rate of 4%. IDS Life may, at our  discretion,  if mortality
appears more favorable and interest rates justify,  apply other tables that will
result in higher monthly payments.

Restrictions  for some tax  qualified  plans:  If you  purchased a tax qualified
annuity, you must elect a payment plan that provides for payments:

o    during the life of the annuitant;

o    during the joint lives of the annuitant and beneficiary;

o    for a period not exceeding the life expectancy of the annuitant; or

o    for a period not exceeding the joint life expectancies of the annuitant and
     beneficiary.

You also must refer to the terms of the tax qualified  plan and  applicable  law
for any  limitations or  restrictions  on the settlement date or annuity payment
plan that you may select.

Amendment, distribution and assignment of contracts

Amendment of contracts

We  reserve  the  right to amend  the  contracts  to meet  the  requirements  of
applicable  federal or state laws or regulations.  We will notify you in writing
of any such amendments.

Distribution of contracts

IDS Life is the principal underwriter for the contracts.  IDS Life is registered
with the Securities and Exchange Commission under the Securities Exchange Act of
1934 (1934 Act) as a broker-dealer  and is a member of the National  Association
of Securities  Dealers,  Inc. IDS Life may enter into selling  agent  agreements
with certain  broker-dealers  registered under the 1934 Act. IDS Life will pay a
maximum commission of 5% of the purchase payment for the sale of a contract.  In
the future,  we may pay a commission  on an election of a  subsequent  guarantee
period by an owner or when an owner maintains a contract in force.


<PAGE>



Assignment of contracts

You may  change  ownership  of your  contract  at any time by filing a change of
ownership form with us at our corporate  office.  No change of ownership will be
binding  upon us until we receive it and record it. If the contract is purchased
under a tax qualified plan, the contract may not be sold, assigned, transferred,
discounted  or  pledged  as  collateral  for a  loan  or  as  security  for  the
performance  of an  obligation or for any other purpose to any person other than
IDS Life; provided,  however, that if the owner is a trustee or custodian, or an
employer  acting  in  a  similar  capacity,  ownership  of  a  contract  may  be
transferred to the annuitant.

The value of any part of a non-tax  qualified  contract  assigned  or pledged is
taxed  like a  surrender  to the  extent  allocable  to  investment  in  annuity
contracts after Aug. 13, 1982.

Transfer of a non-tax  qualified  contract to another  person  without  adequate
consideration  is  considered  a gift  and the  transfer  will be  considered  a
surrender  of the contract for federal  income tax  purposes.  The income in the
contract  will be  taxed to the  transferor  who may be  subject  to the 10% IRS
penalty tax for early  withdrawal.  The transferee's  investment in the contract
will be the value of the  contract  at the time of the  transfer.  Consult a tax
advisor before taking any action.

Federal tax considerations

Under current law,  there is no liability for federal income tax on any increase
in the contract's  value until payments are made (except for change of ownership
discussed  above in  "Assignment  of  contracts").  However,  since  federal tax
consequences  cannot  always be  anticipated,  you should  consult a tax advisor
about any questions about the taxation of the contract.

You are not taxed on your  purchase  payment.  Your purchase  payment  generally
includes purchase payments made with after-tax dollars.  If the purchase payment
was  made  by you or on  your  behalf  with  pre-tax  dollars  as  part of a tax
qualified  retirement  plan,  such amounts are not considered to be part of your
investment in the contract and will be taxed when paid to you.

If you surrender part or all of your contract or take a free withdrawal  amount,
you will be taxed on the  payments  which you  receive,  to the extent  that the
value of the contract exceeds your investment in the contract,  and you may have
to pay an IRS penalty tax for early withdrawal.

A portion of each annuity  payment  under a non-tax  qualified  contract will be
subject to tax and a portion of each  payment will be  considered  to be part of
the investment in the contract and will not be taxed. All amounts received after
the  investment in the contract is recovered will be subject to tax. All annuity
payments from a tax  qualified  contract  generally  will be subject to taxation
except to the extent that the contributions were made with after-tax dollars.

Unlike life  insurance  proceeds,  the death benefit under a contract is not tax
exempt.  The gain, if any, is taxable as ordinary  income to the  beneficiary in
the year(s) he or she receives the payments.  The gain is subject to income tax,
not estate or inheritance tax.

Tax law requires that all non-tax qualified deferred annuity contracts issued by
the same company to the same  contract  owner  during a calendar  year are to be
treated as a single,  unified contract.  The amount of income included and taxed
in a distribution (or a transaction  deemed a distribution  under tax law) taken
from any one of such contracts is determined by summing all such contracts.

The income  earned on a non-tax  qualified  contract  held by such  entities  as
corporations,  partnerships  or trusts  generally  will be treated  as  ordinary
income  received  during  that  year.  However,  if the trust was set up for the
benefit of a natural person only, the income will continue to be tax-deferred.


<PAGE>

If you receive amounts from your contract  before  reaching age 59-1/2,  you may
have to pay a 10% IRS penalty on the amount  includible in your ordinary income.
If you  receive  amounts  from your  SIMPLE  IRA  before  reaching  age  59-1/2,
generally the IRS 10% penalty  provisions apply.  However,  if you receive these
amounts  before age 59-1/2 and within the first two years of your  participation
in the SIMPLE IRA plan,  the IRS  penalty  will be  assessed  at the rate of 25%
instead of 10%. However, this penalty will not apply to any amount received:

o    after you reach age 59-1/2;

o    after your death;

o    after you become disabled (as defined in the Code);

o    if the  distribution  is part of a series of  substantially  equal periodic
     payments  over  your  life or  life  expectancy  (or  joint  lives  or life
     expectancies of you and your designated beneficiary); or

o    if it is allocable to a purchase  payment  before Aug. 14, 1982 (except for
     contracts in tax qualified plans).

These are the major exceptions to the 10% IRS penalty tax. Additional exceptions
may apply  depending upon whether or not the contract is tax qualified.  For tax
qualified  contracts,  other  penalties apply if you surrender a contract bought
under your plan before the plan  specifies  that  payments can be made under the
plan.

In general,  if you receive all or part of the  contract  value from an annuity,
withholding  may be imposed  against the taxable  income portion of the payment.
Any  withholding  that is done  represents a prepayment  of your tax due for the
year. You take credit for such amounts on the annual tax return that you file.

If the payment is part of an annuity  payment  plan,  the amount of  withholding
generally is computed using payroll tables.  You can provide us with a statement
of how many  exemptions to use in calculating  the  withholding.  As long as you
have provided us with a valid Social Security Number or Taxpayer  Identification
Number, you can elect not to have any withholding occur.

If the  distribution  is any other  type of  payment  (such as a partial or full
surrender), withholding is computed using 10% of the taxable portion. Similar to
above,  as long as you have provided us with a valid Social  Security  Number or
Taxpayer  Identification  Number,  you can elect  not to have  this  withholding
occur.

If a  distribution  is taken from a contract  offered  under a Section  457 Plan
(deferred  compensation  plan of state  and  local  governments  and  tax-exempt
organizations), withholding is computed using payroll methods depending upon the
type of payment.

Some  states  also  impose  withholding  requirements  similar  to  the  federal
withholding  described above. If this should be the case, any payment from which
federal withholding is deducted may also have state withholding deducted.

The withholding  requirements  may differ if payment is being made to a non-U.S.
citizen or if the payment is being delivered outside the United States.


<PAGE>



If you receive all or part of the contract  value from a tax  qualified  annuity
(except an IRA, SIMPLE IRA, SEP or Section 457 plan), a mandatory 20% income tax
withholding  generally  will be  imposed  at the time the  payment  is made.  In
addition,  federal income tax and the 10% IRS penalty tax for early  withdrawals
may apply to amounts  properly  includible in income.  This mandatory 20% income
tax withholding will not be imposed if:

o    instead of receiving the payment, you elect to have the payment rolled over
     directly to an IRA or another eligible plan;

o    the payment is one of a series of  substantially  equal periodic  payments,
     made at least  annually,  over your life or life expectancy (or joint lives
     or life expectancies of you and your designated beneficiary) or made over a
     period of 10 years or more; or

o    the payment is a minimum distribution required under the Code.

These are the major  exceptions  to the  mandatory  20% income tax  withholding.
Payments made to a surviving  spouse instead of being directly rolled over to an
IRA may be subject to 20% income tax withholding. For taxable distributions that
are not subject to the mandatory  20%  withholding,  federal  income tax will be
withheld from the taxable part of your distribution  unless you elect otherwise.
State withholding also may be imposed on taxable distributions.

You will  receive  a tax  statement  for any year  that you  receive  a  taxable
distribution from your contract according to our records.

We intend the contract to qualify as an annuity for federal income tax purposes.
To that end, the  provisions of the contract are to be  interpreted to ensure or
maintain such tax  qualification,  notwithstanding  any other  provisions of the
contract.   We  reserve  the  right  to  amend  the   contract  to  reflect  any
clarifications   that  may  be  needed  or  are  appropriate  to  maintain  such
qualification  or to conform the contract to any  applicable  changes in the tax
qualification requirements. We will send you a copy of any such amendments.

Our discussion of federal tax laws is based upon our understanding of these laws
as  they  are  currently  interpreted.   Either  federal  tax  laws  or  current
interpretations  of them may change.  You are urged to consult  your tax advisor
concerning specific circumstances.

The Company

Business

IDS Life is a stock  insurance  company  organized in 1957 under the laws of the
State of Minnesota.  IDS Life is a wholly owned  subsidiary of American  Express
Financial  Corporation  (AEFC),  which is a wholly owned  subsidiary of American
Express  Company.  IDS Life acts as a direct  writer of  insurance  policies and
annuities and as the investment  manager of various  investment  companies.  IDS
Life is licensed to write life insurance and annuity  contracts in 49 states and
the  District  of  Columbia.  The  headquarters  of IDS  Life is IDS  Tower  10,
Minneapolis, MN 55440-0010.


<PAGE>

Investments by IDS Life

IDS Life must  invest  its assets in its  general  account  in  accordance  with
requirements  established  by  applicable  state laws  regarding  the nature and
quality of investments that life insurance companies may make and the percentage
of their assets that they may commit to any particular  type of  investment.  In
general,  these laws permit investments,  within specified limits and subject to
certain qualifications, in federal, state, and municipal obligations,  corporate
bonds,  preferred  and common  stocks,  real estate  mortgages,  real estate and
certain other investments.  All claims by purchasers of the contracts, and other
general account products, will be funded by the general account.

IDS Life intends to construct and manage the  investment  portfolio  relating to
these market value annuity  contracts using a strategy known as  "immunization."
Immunization  seeks to lock in a defined return on the pool of assets versus the
pool of  liabilities  over a  specified  time  horizon.  Since the return on the
assets  versus the  liabilities  is locked in, it is "immune"  to any  potential
fluctuations  in interest rates during the given time.  Immunization is achieved
by constructing a portfolio of assets with a price  sensitivity to interest rate
changes (i.e.,  price duration) that is essentially  equal to the price duration
of the corresponding  portfolio of liabilities.  Portfolio immunization provides
flexibility  and  efficiency  to IDS Life in  creating  and  managing  the asset
portfolio,  while still  assuring  safety and  soundness  for funding  liability
obligations.

IDS Life's  investment  strategy will  incorporate  the use of a variety of debt
instruments  having price durations  tending to match the applicable  guaranteed
interest periods. These instruments include, but are not necessarily limited to,
the following:

     o    Securities   issued  by  the  U.S.   government  or  its  agencies  or
          instrumentalities,  which issues may or may not be  guaranteed  by the
          U.S. government;

     o    Debt securities that have an investment  grade rating,  at the time of
          purchase,  within the four highest  grades  assigned by the nationally
          recognized rating agencies;

     o    Debt instruments that are unrated, but which are deemed by IDS Life to
          have an investment quality within the four highest grades;

     o    Other  debt  instruments,  which are  rated  below  investment  grade,
          limited to 15% of assets at the time of purchase; and

     o    Real estate mortgages,  limited to 30% of portfolio assets at the time
          of acquisition.

In addition,  options and futures  contracts on fixed income  securities will be
used  from time to time to  achieve  and  maintain  appropriate  investment  and
liquidity characteristics on the overall asset portfolio.

While this information  generally describes our investment strategy,  we are not
obligated to follow any particular strategy except as may be required by federal
law and Minnesota and other state insurance laws.


<PAGE>

Selected financial data

You  should  read the  following  selected  financial  data for IDS Life and its
subsidiaries in conjunction with the consolidated financial statements and notes
included in the prospectus beginning on page __.
<TABLE>
<CAPTION>
<S>                                <C>            <C>           <C>             <C>             <C>    

                                                        Years ended Dec. 31, (thousands)
                                       1998           1997           1996           1995            1994

Premiums                           $    229,430   $              $     182,921  $     161,530   $   144,640
                                                        206,494
Net investment income                 1,986,485       1,988,389      1,965,362      1,907,309      1,781,873
Net realized (loss) on                    6,902             860           (159)        (4,898)        (4,282)
investments
Other                                   785,022         682,618        574,341        472,035        384,105
                                        -------         -------        -------        -------        -------
Total revenues                     $   3,007,839  $   2,878,361  $   2,722,465  $   2,535,976   $   2,306,336
Income before income taxes         $     775,792  $     680,911  $     621,714  $     560,782   $     512,512
Net income                         $     540,111  $     474,247  $     414,576  $     364,940   $     336,169
Total assets                       $  56,550,563  $  52,974,124  $  47,305,981    $42,900,078   $  35,747,543
</TABLE>

Management's  discussion and analysis of  consolidated  financial  condition and
results of operations.

1998 Compared to 1997:

Consolidated net income  increased 14 percent to $540 million in 1998,  compared
to $474 million in 1997.  Earnings growth  resulted  primarily from increases in
management fees and policyholder  and  contractholder  charges.  These increases
reflect higher average insurance and annuities in force during 1998.

Consolidated  income before income taxes totaled $776 million in 1998,  compared
with $681 million in 1997.

Total  premiums and  investment  contract  deposits  received  decreased to $4.4
billion in 1998,  compared with $5.2 billion in 1997. This decrease is primarily
due to a  decrease  in sales  of fixed  annuities  in 1998,  reflecting  the low
interest rate environment.

Total revenues increased to $3.0 billion in 1998,  compared with $2.9 billion in
1997. The increase is primarily due to increased policyholder and contractholder
charges and management  fees. Net investment  income,  the largest  component of
revenues, decreased slightly from the prior year, reflecting slight decreases in
investments owned and investment yields.

Policyholder  and  contractholder  charges,  which consist  primarily of cost of
insurance charges on universal life-type policies,  increased 12 percent to $384
million in 1998,  compared  with $342 million in 1997.  This  increase  reflects
increased total life insurance in force,  which grew 8 percent to $81 billion at
December 31, 1998.

Management and other fees increased 18 percent to $401 million in 1998, compared
with $341  million in 1997.  This is  primarily  due to an  increase in separate
account assets, which grew 18 percent to $27.3 billion at December 31, 1998, due
to market  appreciation and sales. The Company  provides  investment  management
services for the mutual funds used as investment  options for variable annuities
and variable life  insurance.  The Company also receives a mortality and expense
risk fee from the separate accounts.


<PAGE>

Total  benefits and  expenses  increased  slightly to $2.2 billion in 1998.  The
largest component of expenses,  interest  credited to policyholder  accounts for
universal  life-type  insurance  and  investment  contracts,  decreased  to $1.3
billion,  reflecting a decrease in fixed  annuities in force and lower  interest
rates.  Amortization  of deferred  policy  acquisition  costs  increased to $383
million,  compared to $323 million in 1997.  This  increase was due primarily to
increased  aggregate  amounts in force, as well as accelerating  amortization to
reflect actual lapse experience on certain fixed annuities.

1997 Compared to 1996:

Consolidated net income  increased 14 percent to $474 million in 1997,  compared
to $415 million in 1996.  Earnings growth  resulted  primarily from increases in
management fees and policyholder  and  contractholder  charges.  These increases
reflect higher average insurance and annuities in force during 1997.

Consolidated  income before income taxes totaled $681 million in 1997,  compared
with $622 million in 1996. In 1997,  $179 million was from the life,  disability
income and long-term care insurance segment,  compared with $161 million in 1996
and $502  million was from the annuity  segment,  compared  with $461 million in
1996.

Total premiums  received  decreased to $5.2 billion in 1997,  compared with $6.1
billion in 1996.  This decrease is primarily due to a decrease in sales of fixed
annuities in 1997.

Total revenues increased to $2.9 billion in 1997,  compared with $2.7 billion in
1996.  The increase is primarily  due to  increases  in net  investment  income,
policyholder  and  contractholder  charges,  and management fees. Net investment
income,  the largest  component of revenues,  increased  slightly from the prior
year, reflecting slight increases in investments owned and investment yields.

Policyholder  and  contractholder  charges,  which consist  primarily of cost of
insurance charges on universal life-type policies,  increased 13 percent to $342
million in 1997,  compared  with $303 million in 1996.  This  increase  reflects
increased  total life insurance in force which grew 12 percent to $75 billion at
December 31, 1997.

Management and other fees increased 26 percent to $341 million in 1997, compared
with $271  million in 1996.  This is  primarily  due to an  increase in separate
account  assets,  which grew 25 percent to $23 billion at December 31, 1997, due
to market  appreciation and sales. The Company  provides  investment  management
services for the mutual funds used as investment  options for variable annuities
and variable life  insurance.  The Company also receives a mortality and expense
risk fee from the separate accounts.

Total  benefits and  expenses  increased  slightly to $2.2 billion in 1997.  The
largest component of expenses,  interest  credited to policyholder  accounts for
universal life-type insurance and investment contracts,  remained steady at $1.4
billion.  Amortization  of deferred policy  acquisition  costs increased to $323
million  compared to $279 million in 1996. These increases were due primarily to
increased aggregate amounts in force.


<PAGE>

Risk Management

The  sensitivity  analysis of two different tests of market risk discussed below
estimates  the  effects  of  hypothetical  sudden and  sustained  changes in the
applicable  market  conditions on the ensuing year's  earnings based on year-end
positions.  The market changes, assumed to occur as of year-end, are a 100 basis
point  increase in market  interest  rates and a 10%  decline in equity  prices.
Computations of the prospective effects of hypothetical interest rate and equity
price changes are based on numerous  assumptions,  including  relative levels of
market  interest  rates and equity  prices,  as well as the levels of assets and
liabilities.  The  hypothetical  changes and assumptions  will be different from
what  actually  occurs  in the  future.  Furthermore,  the  computations  do not
anticipate  actions that may be taken by management if the  hypothetical  market
changes actually occurred over time. As a result, actual earnings effects in the
future will differ from those quantified below.

The Company  primarily  invests in fixed income securities over a broad range of
maturities for the purpose of providing fixed annuity clients with a competitive
rate of return on their  investments  while  minimizing  risk,  and to provide a
dependable  and targeted  spread between the interest rate earned on investments
and the interest rate credited to  contractholders'  accounts.  The Company does
not invest in securities to generate trading profits.

The Company has an investment  committee that holds regularly scheduled meetings
and, when necessary,  special meetings. At these meetings, the committee reviews
models  projecting  different  interest  rate  scenarios  and  their  impact  on
profitability.  The objective of the  committee is to structure  the  investment
security portfolio based upon the type and behavior of products in the liability
portfolio so as to achieve targeted levels of profitability.

Rates  credited to  contractholders'  accounts  are  generally  reset at shorter
intervals than the maturity of underlying investments. Therefore, margins may be
negatively impacted by increases in the general level of interest rates. Part of
the  committee's  strategy  includes the purchase of some types of  derivatives,
such as interest  rate caps,  swaps and  floors,  for  hedging  purposes.  These
derivatives  protect  margins  by  increasing  investment  returns if there is a
sudden and severe rise in interest  rates,  thereby  mitigating the impact of an
increase in rates credited to contractholders' accounts.

The fees earned by the Company for managing  fixed income  securities  in mutual
funds are generally based on the value of the portfolios. To manage the level of
1999 fee  income,  the  committee's  strategy is to enter into a series of swaps
designed  to  mitigate  the  negative  effect on fees that would  result from an
increase in interest rates.

The  negative  effect on the  Company's  pretax  earnings  of a 100 basis  point
increase in interest rates, which assumes repricings and customer behavior based
on the application of proprietary models to the book of business at December 31,
1998, would be approximately $34 million.

On a certain  annuity  product,  the  interest is  credited to  contractholders'
accounts  based upon the relative  change in a major stock market index  between
the beginning and end of the product's term. As a means of hedging the Company's
obligation under the provisions of this product,  the committee's strategy is to
purchase and write options on the major stock market index.

The amount of the fee income the Company receives is based upon the daily market
value of the separate  account  assets.  As a result,  the  Company's fee income
would be negatively impacted by a decline in the equity markets. Another part of
the committee's  strategy is to enter into index option collars  (combination of
puts and calls) for hedging purposes.  These  derivatives  protect fee income by
providing  option  income  when  there is a  significant  decline  in the equity
markets.  The Company  finances the cost of this  protection  through  selling a
portion  of the upside  potential  from an  increasing  market  through  written
options.


<PAGE>

The  negative  effect on the  Company's  pretax  earnings  of the 10% decline in
equity  prices  would  be  approximately  $32  million  based  on  assets  under
management and the index options as of December 31, 1998.

Liquidity and Capital Resources

The liquidity requirements of the Company are met by funds provided by premiums,
investment income,  proceeds from sales of investments as well as maturities and
periodic repayments of investment principal.

The  primary  uses of funds  are  policy  benefits,  commissions  and  operating
expenses, policy loans, dividends and investment purchases.

The Company has an  available  line of credit with its parent  aggregating  $100
million.  The line of credit is used strictly as short-term sources of funds. No
borrowings  were  outstanding  under the  agreement  at December  31,  1998.  At
December  31,  1998,  outstanding  reverse  repurchase  agreements  totaled $187
million.

At December 31, 1998,  investments in fixed  maturities  comprised 83 percent of
the  Company's  total  invested  assets.   Of  the  fixed  maturity   portfolio,
approximately  33 percent is  invested in GNMA,  FNMA and FHLMC  mortgage-backed
securities which are considered AAA/Aaa quality.

At December 31, 1998,  approximately 13 percent of the Company's  investments in
fixed  maturities were below investment  grade bonds.  These  investments may be
subject to a higher degree of risk than the  investment  grade issues because of
the borrower's  generally  greater  sensitivity to adverse economic  conditions,
such as recession or increasing  interest rates, and in certain  instances,  the
lack of an active secondary  market.  Expected returns on below investment grade
bonds reflect  consideration  of such factors.  The Company has identified those
fixed  maturities  for which a decline in fair value is  determined  to be other
than  temporary,  and has  written  them  down to fair  value  with a charge  to
earnings.

At December 31, 1998, net unrealized  appreciation  on fixed  maturities held to
maturity included $483 million of gross unrealized  appreciation and $27 million
of  gross  unrealized   depreciation.   Net  unrealized  appreciation  on  fixed
maturities  available  for  sale  included  $427  million  of  gross  unrealized
appreciation and $159 million of gross unrealized depreciation.

At December 31, 1998, the Company had an allowance for losses for mortgage loans
totaling $40 million and for real estate investments totaling $6 million.

The economy and other factors have caused a number of insurance  companies to go
under regulatory  supervision.  This circumstance has resulted in assessments by
state guaranty  associations  to cover losses to  policyholders  of insolvent or
rehabilitated  companies.  Some assessments can be partially recovered through a
reduction in future premium taxes in certain states. The Company  established an
asset for  guaranty  association  assessments  paid to those  states  allowing a
reduction in future premium taxes over a reasonable period of time. The asset is
being amortized as premium taxes are reduced. The Company has also estimated the
potential effect of future  assessments on the Company's  financial position and
results  of  operations  and  has  established  a  reserve  for  such  potential
assessments.  The Company has not adopted  Statement of Position 97-3  providing
guidance  when an  insurer  should  recognize  a  liability  for  guaranty  fund
assessments.  The SOP is effective for fiscal years beginning after December 15,
1998.  Adoption  will not have a  material  impact on the  Company's  results of
operations or financial condition.

In the first  quarter of 1999,  the Company  paid a $70 million  dividend to its
parent. In 1998, dividends paid to its parent were $240 million.


<PAGE>

The National Association of Insurance  Commissioners has established  risk-based
capital  standards to determine  the capital  requirements  of a life  insurance
company based upon the risks inherent in its operations. These standards require
the  computation  of a risk-based  capital  amount  which is then  compared to a
company's  actual total adjusted  capital.  The  computation  involves  applying
factors to various statutory financial data to address four primary risks: asset
default,  adverse insurance experience,  interest rate risk and external events.
These  standards  provide for regulatory  attention when the percentage of total
adjusted capital to authorized control level risk-based capital is below certain
levels.  As of December 31, 1998, the Company's total adjusted  capital was well
in excess of the levels requiring regulatory attention.

Year 2000 Issue

The  Company  is  a  wholly  owned  subsidiary  of  American  Express  Financial
Corporation  (AEFC),  which is a wholly  owned  subsidiary  of American  Express
Company  (American  Express).  All of the major  systems used by the Company are
maintained by AEFC and are utilized by multiple  subsidiaries  and affiliates of
AEFC.  American Express is coordinating Year 2000 (Y2K) efforts on behalf of all
of its businesses and subsidiaries. Representatives of AEFC are participating in
these  efforts.  The Y2K issue is the result of  computer  programs  having been
written  using two digits  rather than four to define a year.  Some programs may
recognize  a  date  using  "00"  as  the  year  1900  rather  than  2000.   This
misinterpretation   could   result  in  the   failure   of  major   systems   or
miscalculations,  which could have a material impact on American Express and its
businesses or subsidiaries through business interruption or shutdown,  financial
loss,  reputation damage and legal liability to third parties.  American Express
and AEFC began  addressing the Y2K issue in 1995 and have established a plan for
resolution,  which involves the remediation,  decommissioning and replacement of
relevant  systems,   including  mainframe,   mid-range  and  desktop  computers,
application software, operating systems, systems software, date back-up archival
and retrieval services, telephone and other communications systems, and hardware
peripherals and facilities dependent on embedded technology.  As a part of their
plan, American Express has generally followed and utilized the specific policies
and guidelines  established by the Federal  Financial  Institutions  Examination
Council,  as  well  as  other  U.S.  and  international   regulatory   agencies.
Additionally,  American Express continues to participate in Y2K related industry
consortia  sponsored  by various  partners and  suppliers.  Progress is reviewed
regularly with the Company's  senior  management and American  Express's  senior
management and Board of Directors.

American  Express'  and  AEFC's Y2K  compliance  effort  related to  information
technology (IT) systems is divided into two initiatives. The first, which is the
much larger  initiative,  is known  internally as  "Millenniax,"  and relates to
mainframe and other  technological  systems  maintained by the American  Express
Technologies  organization.  The second,  known as "Business  T," relates to the
technological  assets that are owned, managed or maintained by American Express'
individual  business  units,  including  AEFC.  Business T also  encompasses the
remediation of non-IT systems. These initiatives involve a substantial number of
employees and external consultants.  This multiple sourcing approach is intended
to mitigate the risk of becoming dependent on any one vendor or resource.  While
the  vast  majority  of  American  Express'  and  AEFC's  systems  that  require
modification are being remediated,  in some cases they have chosen to migrate to
new applications that are already Y2K compliant.

   
American  Express' and AEFC's plans for  remediation  with respect to Millenniax
and Business T include the following program phases:  (i) employee awareness and
mobilization,  (ii) inventory collection and assessment,  (iii) impact analysis,
(iv) remediation/decommission,  (v) testing and (vi) implementation.  As part of
the  first  three  phases,  American  Express  and AEFC  have  identified  their
mission-critical  systems for purposes of  prioritization.  American Express and
AEFC targeted  substantial  testing of critical  systems for completion early in
1999 and have a goal to continue compliance  efforts,  including but not limited
to the testing of systems on an integrated  basis and independent  validation of
such testing,  through 1999.**  American Express and AEFC currently are on track
with this schedule. With respect to systems maintained by American Express
    

<PAGE>

and AEFC,  the first  three  phases  referred  to above have been  substantially
completed  for both  Millenniax  and  Business T. In  addition,  remediation  of
critical  systems is  substantially  complete.  As of  December  31,  1998,  for
Millenniax  for  American  Express,  the  remediation/decommission,  testing and
implementation  phases for critical and  non-critical  systems in total are 82%,
75% and 60% complete,  respectively.  For Millenniax  for AEFC,  such phases are
99%, 97% and 97% complete,  respectively.  For Business T for American  Express,
such phases are 85%,  70% and 69%  complete,  respectively.  For  Business T for
AEFC, such phases are 74%, 62% and 62% complete, respectively.

American  Express' most commonly used methodology for remediation is the sliding
window. Once an application/system has been remediated, American Express applies
specific  types of tests,  such as stress,  regression,  unit,  future  date and
baseline to ensure that the  remediation  process has  achieved  Y2K  compliance
while  maintaining the fundamental  data processing  integrity of the particular
system.  To assist  with  remediation  and  testing,  American  Express is using
various standardized tools obtained from a variety of vendors.

American  Express'  cumulative costs since inception of the Y2K initiatives were
$383 million  through  December 31, 1998 and are estimated to be in the range of
$135-$160  million for the remainder  through  2000.** AEFC's  cumulative  costs
since inception of the Y2K initiative were $56 million through December 31, 1998
and are  estimated  to be in the  range of  $13-$19  million  for the  remainder
through  2000.**  These  include  both  remediation  costs and costs  related to
replacements  that were or will be  required  as a result of Y2K.  These  costs,
which are expensed as incurred,  relate to both  Millenniax  and Business T, and
have not had,  nor are they  expected  to have,  a  material  adverse  impact on
American  Express',  AEFC's, or the Company's results of operations or financial
condition.**  Costs related to Milleniax,  which represent most of the total Y2K
costs of American  Express,  are managed by and included in the American Express
corporate level financial  results;  costs related to Business T are included in
American Express'  individual  business segment's  financial results,  including
AEFC's.  American  Express and AEFC have not deferred other critical  technology
projects or investment  spending as a result of Y2K.  However,  because American
Express and AEFC must continually  prioritize the allocation of finite financial
and  human  resources,  certain  non-critical  spending  initiatives  have  been
deferred.

American  Express'  and AEFC's  major  businesses  are  heavily  dependent  upon
internal computer systems, and all have significant  interaction with systems of
third parties, both domestically and internationally.  American Express and AEFC
are  working  with  key  external   parties,   including   merchants,   clients,
counterparties,  vendors, exchanges, utilities, suppliers, agents and regulatory
agencies to mitigate the  potential  risks to American  Express and AEFC of Y2K.
The  failure of  external  parties  to resolve  their own Y2K issues in a timely
manner could result in a material financial risk to American Express or AEFC. As
part of their overall compliance program, American Express and AEFC are actively
communicating   with   third   parties   through   face-to-face   meetings   and
correspondence,  on an ongoing  basis,  to ascertain  their state of  readiness.
Although  numerous third parties have indicated to American  Express and AEFC in
writing  that they are  addressing  their  Y2K  issues  on a timely  basis,  the
readiness of third parties overall varies across the spectrum.  Because American
Express'  and AEFC's Y2K  compliance  is dependent  on key third  parties  being
compliant on a timely basis,  there can be no assurances that American  Express'
and AEFC's efforts alone will resolve all Y2K issues.

At this point,  American  Express and AEFC are in the process of  performing  an
assessment of reasonably  likely Y2K systems failures and related  consequences.
American  Express is also preparing  specific Y2K contingency  plans for all key
American  Express  business  units,  including  AEFC,  to mitigate the potential
impact of such failures.  This effort is a full-scale  initiative  that includes
both   internal  and  external   experts  under  the  guidance  of  an  American
Express-wide  steering committee.  The contingency plans, which will be based in
part on an assessment of the magnitude and probability of potential risks,  will
primarily focus on proactive steps to prevent Y2K failures from occurring, or if
they should occur, to detect them quickly,

<PAGE>

   
minimize their impact and expedite their repair.  The Y2K contingency plans will
supplement disaster recovery and business continuity plans already in place, and
are expected to include  measures  such as selecting  alternative  suppliers and
channels  of  distribution,  and  developing  American  Express'  and AEFC's own
technology  infrastructure  in lieu of  those  provided  by third  parties.  The
contingency   plans  are  being   amended   to   include   specific   year  2000
considerations,  and will continue to be refined  throughout  1999 as additional
information related to American Express' and AEFC's potential Year 2000 exposure
is gathered.**
    

Reinsurance

Reinsurance  arrangements  are used to  reduce  exposure  to large  losses.  The
maximum  amount of risk retained by IDS Life on any one life is $750,000 of life
and waiver of premium  benefits plus $50,000 of accidental  death benefits.  The
excesses are reinsured  with other life insurance  companies.  At Dec. 31, 1998,
traditional  life and universal  life-type  insurance in force  aggregated $80.8
billion, of which $4.7 billion was reinsured.

Reserves

In  accordance  with the  insurance  laws and  regulations  under which IDS Life
operates,  it is obligated to carry on its books,  as  liabilities,  actuarially
determined  reserves to meet its obligations on its outstanding  life and health
insurance  policies and annuity  contracts.  Reserves for policies and contracts
are based on mortality and morbidity tables in general use in the United States.
These  reserves are computed  amounts that,  with  additions from premiums to be
received,  and with  interest on such  reserves  compounded  annually at assumed
rates,  will be  sufficient  to meet  IDS  Life's  policy  obligations  at their
maturities or in the event of an insured's death. In the accompanying  financial
statements,  these reserves are determined in accordance with generally accepted
accounting principles. (See Note 1, "Liabilities for future policy benefits," in
the "Notes to Consolidated Financial Statements.")

Investments

Of IDS Life's  consolidated  total  investments of $26 billion at Dec. 31, 1998,
30% was  invested in  mortgage-backed  securities,  53% in  corporate  and other
bonds, 13% in primary mortgage loans on real estate,  2% in policy loans and the
remaining 2% in other investments.

Competition

IDS Life is engaged in a business  that is highly  competitive  due to the large
number of stock and mutual life insurance companies and other entities marketing
insurance  products.  There are over  1,600  stock,  mutual  and other  types of
insurers in the life insurance business.  Best's Insurance Reports,  Life-Health
edition,  1998,  assigned  IDS  Life  one of  its  highest  classifications,  A+
(Superior).

**   Statements   in  this  Y2K   discussion   marked  with  two  asterisks  are
forward-looking  statements  which  are  subject  to  risks  and  uncertainties.
Important  factors  that could  cause  results to differ  materially  from these
forward-looking  statements include, among other things, the ability of American
Express or AEFC to successfully identify systems containing two-digit codes, the
nature and amount of programming required to fix the affected systems, the costs
of labor and consultants related to such efforts, the continued  availability of
such  resources,  and the ability of third parties that  interface with American
Express or AEFC to successfully address their Y2K issues.



<PAGE>

Employees

As of Dec. 31, 1998, IDS Life and its subsidiaries had 282 employees;  including
227  employed  at the  corporate  office in  Minneapolis,  MN, 8 employed at the
American Centurion Life Assurance Company, located in Albany, NY and 47 employed
at IDS Life Insurance Company of New York, located in Albany, NY.

Properties

IDS Life  occupies  office  space in  Minneapolis,  MN,  which is  rented by its
parent,  AEFC.  IDS Life  reimburses  AEFC for rent based on direct and indirect
allocation  methods.  Facilities  occupied by IDS Life and our  subsidiaries are
believed to be adequate  for the  purposes  for which they are used and are well
maintained.

State Regulation

IDS Life is subject to the laws of the State of  Minnesota  governing  insurance
companies and to the  regulations  of the Minnesota  Department of Commerce.  An
annual  statement in the prescribed form is filed with the Minnesota  Department
of Commerce each year  covering our  operation  for the  preceding  year and its
financial  condition  at the  end of  such  year.  Regulation  by the  Minnesota
Department of Commerce  includes  periodic  examination  to determine IDS Life's
contract  liabilities and reserves so that the Minnesota  Department of Commerce
may certify that these items are correct.  The Company's  books and accounts are
subject to review by the  Minnesota  Department  of Commerce at all times.  Such
regulation  does  not,  however,   involve  any  supervision  of  the  account's
management or the company's investment practices or policies.  In addition,  IDS
Life is subject to regulation under the insurance laws of other jurisdictions in
which it operates.  A full  examination  of IDS Life's  operations  is conducted
periodically by the National Association of Insurance Commissioners.

Under  insurance  guaranty fund laws, in most states,  insurers  doing  business
therein can be assessed up to prescribed limits for policyholder losses incurred
by  insolvent  companies.  Most  of  these  laws  do  provide  however,  that an
assessment  may be excused or deferred if it would  threaten  an  insurer's  own
financial strength.

Directors and executive officers

The members of the Board of Directors  and the principal  executive  officers of
IDS Life,  together with the  principal  occupation of each during the last five
years, are as follows:

Directors*

David R. Hubers
Born in 1943

Director since September  1989;  president and chief  executive  officer,  AEFC,
since August 1993,  and director  since  January  1984.  Senior vice  president,
Finance and chief financial officer, AEFC, from January 1984 to August 1993.


<PAGE>

Richard W. Kling
Born in 1940

Director  since  February  1984;  president  since  March 1994.  Executive  vice
president,  Marketing and Products from January 1988 to March 1994.  Senior vice
president,  AEFC,  since May 1994.  Director of IDS Life Series  Fund,  Inc. and
member of the board of managers and president of IDS Life Variable Annuity Funds
A and B.

Paul F. Kolkman
Born in 1946

Director  since May 1984;  executive  vice  president  since  March  1994;  vice
president,  Finance from May 1984 to March 1994;  vice  president,  AEFC,  since
January 1987. Vice president and chief actuary of IDS Life Series Fund, Inc.

Paula R. Meyer
Born in 1954

Director and executive vice president  since 1998;  vice  president,  AEFC since
1998;  Piper Capital  Management  (PCM) President from October 1997 to May 1998;
PCM Director of Marketing from June 1995 to October 1997; PCM Director of Retail
Marketing from December 1993 to June 1995.

James A. Mitchell
Born in 1941

Chairman  of the board  since  March  1994;  director  since  July  1984;  chief
executive  officer since November 1986;  president from July 1984 to March 1994;
executive vice president,  AEFC,  since March 1994;  director,  AEFC, since July
1984; senior vice president, AEFC, from July 1984 to March 1994.

Barry J. Murphy
Born in 1951

Director and executive vice president,  Client Service, since March 1994; senior
vice president,  AEFC,  since May 1994;  senior vice  president,  Travel Related
Services  (TRS),  a subsidiary of American  Express  Company,  from July 1992 to
April 1994; vice president, TRS, from November 1989 to July 1992.

Stuart A. Sedlacek
Born in 1957

Director  since  1994,  executive  vice  president  since 1998;  executive  vice
president,  Assured  Assets from March 1994 to 1998;  senior vice  president and
chief financial officer, AEFC, since 1998; vice president,  AEFC, from September
1988 to 1998.

Officers other than directors*

Timothy V. Bechtold
Born in 1953

Executive vice president,  Risk Management  Products since 1995; vice president,
Risk  Management,  AEFC  since  1995;  and  vice  president,  Insurance  Product
Development from 1989 to 1995.


<PAGE>

Mark W. Carter
Born in 1954

Executive vice president,  Marketing since 1997; senior vice president and chief
marketing  officer,  AEFC since 1997;  vice  president of TVSM Inc. from 1996 to
1997; and regional vice president and general  manager of ADVO Inc. from 1991 to
1996.

Lorraine R. Hart
Born in 1951

Vice president,  Investments since 1992; vice president , Insurance Investments,
AEFC since 1989; and vice president,  Investments, IDS certificate Company since
1994.

Jeffrey S. Horton
Born in 1961

Vice president and treasurer  since December 1997;  vice president and corporate
treasurer, AEFC, since December 1997; controller,  American Express Technologies
- - Financial Services,  AEFC, from July 1997 to December 1997;  controller,  Risk
Management  Products,  AEFC, from May 1994 to July 1997; director of finance and
analysis, Corporate Treasury, AEFC, from June 1990 to May 1994.

Pamela J. Moret
Born in 1956

Executive vice president,  Variable Assets since 1997; vice president,  Variable
Assets, AEFC since 1997; vice president,  Retail Service Group of AEFC from 1996
to 1997; and vice president, Communications, AEFC from 1993 to 1996.

William A. Stoltzmann
Born in 1948

Vice  president,  general  counsel and secretary  since 1989; vice president and
assistant general counsel, AEFC, since November 1985.

Philip C. Wentzel
Born in 1961

Vice  president  and  controller  since 1998;  vice  president  - Finance,  Risk
Management  Products,  AEFC since 1997; and director of financial  reporting and
analysis from 1992 to a997.

*The address for all of the directors  and principal  officers is: IDS Tower 10,
Minneapolis, MN 55440-0010.


<PAGE>

Executive compensation

Executive officers of IDS Life also may serve one or more affiliated  companies.
The  following  table  reflects cash  compensation  paid to the five most highly
compensated  executive  officers  as a group for  services  rendered in the most
recent  calendar year to IDS Life and its  affiliates.  The table also shows the
total cash compensation paid to all executive  officers of IDS Life, as a group,
who were executive officers at any time during the most recent calendar year.

Name of individual or number in group                              Cash
                                         Position held          compensation
Five most highly compensated                                    $ 6,640,964
executive officers as a group:

James A. Mitchell    Chairman of the Board and Chief 
                     Executive Officer

Pamela J. Moret      Exec. Vice President, Variable Assets

Barry J. Murphy      Exec. Vice President, Client Service

Stuart A. Sedlacek   Executive Vice President

Lorraine Hart        Vice President, Investments

All executive officers as a group (10)                         $ 9,938,094

Security ownership of management

IDS Life's directors and officers do not beneficially own any outstanding shares
of stock of IDS  Life.  All of the  outstanding  shares of stock of IDS Life are
beneficially owned by its parent,  American Express Financial  Corporation.  The
percentage  of shares of American  Express  Financial  Corporation  owned by any
director,  and by all  directors  and officers of IDS Life as a group,  does not
exceed 1% of the class outstanding.

Legal proceedings and opinion

A number of  lawsuits  have been  filed  against  life and  health  insurers  in
jurisdictions in which IDS Life and AEFC do business  involving  insurers' sales
practices,  alleged agent misconduct,  failure to properly  supervise agents and
other matters. IDS Life and AEFC, like other life and health insurers, from time
to time are  involved in such  litigation.  On  December  13,  1996,  and action
entitled Lesa Benacquisto and Daniel  Benacquisto vs. IDS Life Insurance Company
and American  Express  Financial  Corporation  was commenced in Minnesota  State
court.  The action was brought by individuals  who replaced an existing IDS Life
insurance policy with a new IDS Life policy. The plaintiffs purport to represent
a class  consisting of all persons who replaced  existing IDS Life policies with
new  policies  from and after  January 1,  1985.  The  complaints  puts at issue
various  alleged sales  practices and  misrepresentations,  alleged  breaches of
fiduciary duties and alleged violations of consumer fraud statutes. IDS Life and
AEFC  filed an answer  to the  complaint  on  February  18,  1997,  denying  the
allegations.  A second  action,  entitled  Arnold Mork,  Isabella  Mork,  Ronald
Melchart and Susan Melchart vs. IDS Life Insurance Company and American

<PAGE>


Express Financial Corporation was commenced in the same court on March 21, 1997.
In addition to claims that are included in the Benacquisto  lawsuit,  the second
action  includes an allegation of improper  replacement  of an existing IDS Life
annuity  contract.  A subsequent  class action , Richard  Thoresen and Elizabeth
Thoresen vs. AEFC, American Partners Life Insurance Company, American Enterprise
Life Insurance  Company,  American  Centurion Life Assurance  Company,  IDS Life
Insurance  Company and IDS Life Insurance  Company of New York, was filed in the
same  court  on  October  13,  1998  alleging  that  the  sale of  annuities  in
tax-deferred  contributory  retirement  investment  plans  (e.g.  IRAs) was done
through deceptive marketing practices, which IDS Life denies. Plaintiffs in each
of the above  actions seeks  damages in an  unspecified  amount and also seek to
establish a claims  resolution  facility  for the  determination  of  individual
issues

Experts

Ernst & Young LLP, independent auditors, have audited the consolidated financial
statements of IDS Life Insurance Company at Dec. 31, 1998 and 1997, and for each
of the three  years in the period  ended Dec.  31,  1998,  as set forth in their
report.  We've included our consolidated  financial statements in the prospectus
and elsewhere in the  registration  statement in reliance on Ernst & Young LLP's
report, given on their authority as experts in accounting and auditing.



<PAGE>


Appendix A

Total surrender of a subaccount

This example shows how surrender  charges are calculated for the total surrender
of one subaccount.

Assumptions:

The  contract is dated  January 15,  1997.  The  contract  year is January 15 to
January 14 and the anniversary date is January 15th each year.

Subaccount P is established with a $5,000 payment on July 1, 1998. The surrender
charge percentages for Subaccount P will be:

Surrender date                           Surrender charge percentage
- ---------------------------------------- -----------------------------------
7-1-98 to 1-14-99                                        7%
1-15-99 to 1-14-00                                       6
1-15-00 to 1-14-01                                       5
1-15-01 to 1-14-02                                       4
1-15-02 to 1-14-03                                       0
1-15-03 to 1-14-04                                       2
1-15-04 to 1-14-05                                       1
January 15, 2005+                                        0

The  Subaccount  P market  adjusted  value is  transferred  to  Subaccount  Q on
September 1, 1999.  The above  surrender  charge  percentage  date limits do not
change even though Subaccount P transferred to Subaccount Q.

Subaccount Q is entirely  surrendered  November 4, 2002,  when the  Subaccount Q
accumulation  value is $8,300.  Interest rates have increased since Subaccount Q
started.  The  January  15,  2002  (prior  contract  anniversary)  Subaccount  Q
accumulation value was $8,000.

Assume that the November 4, 2002 market adjusted value is $8,000.  This includes
the $800 free  withdrawal  amount  (10% of the January  15,  2002  Subaccount  Q
accumulation  value) and an assumed ($300) negative market value  adjustment due
to interest rate increases.

What is the surrender charge amount?

The $8,000 market adjusted value less the $800 free withdrawal amount is subject
to a 3% surrender charge. The surrender charge is 3% of $7,200 which is $216.

What net amount does the owner receive?

The owner receives a net surrender check of $7,784 which is:

Subaccount Q market adjusted value                                     $8,000
(Which includes the $800 free withdrawal amount
and the ($300) market value adjustment)

Less Subaccount Q surrender charge                                     - 216
                                                                       -----

Net Subaccount Q surrender check                                       $7,784


<PAGE>

Appendix B

Market value adjustment illustration

Assumptions:
Contract date: January 1, 1997
Subaccount established: July 1, 1997
Purchase payment: $50,000
Subaccount guarantee period: 10 years
Subaccount guarantee rate: 4.5% effective annual yield

Market value  adjustment  assumptions:  These examples show how the market value
adjustment may affect your contract  subaccount  values. The surrenders in these
examples occur on July 1, 1998,  one year after the  subaccount is  established.
There are no previous surrenders.

The subaccount  accumulation  value at the end of one year is $52,250.  If there
are no surrenders,  the subaccount  accumulation value at the end of the 10-year
guarantee period will be $77,648.47.

The subaccount  accumulation value on January 1, 1998, the contract anniversary,
is: $50,000 x (1 + .045)(184/365) = $51,121.87.  The free withdrawal  amount for
the next year is  $5,112.19.  This free  withdrawal  amount (10% of the contract
anniversary  subaccount  accumulation  value)  is  free  of  both  market  value
adjustment and surrender charge.

The market value adjustment reflects the relationship (at the time of surrender)
between the  subaccount  guarantee  rate and the interest  rate IDS Life then is
crediting  on  purchase  payments  or  transfers  made to new  subaccounts  with
guarantee  periods of the same duration as the time  remaining in the subaccount
guarantee  period.  After  one  year,  there  are 9 years  left  of the  10-year
subaccount guarantee period.

Example I shows a downward market value  adjustment.  Example II shows an upward
market value  adjustment.  These  examples do not show the surrender  charge (if
any) which would be  calculated  separately  after the market value  adjustment.
Surrender charge calculations are shown in Appendix A.

Market adjusted value formula:

Market adjusted value = [(AVc - FWA) x F] + FWA where:

AVc      =        the subaccount accumulation value to be surrendered or 
                  transferred

FWA      =        the lesser of AVc or free withdrawal amount

F        =              (1 + ig)(N + t)   
                    (1 + ic + .0025)(N + t)


<PAGE>



where:

ig        =        the subaccount guarantee rate

N         =        the number of complete years to the end of the guarantee 
                   period for the subaccount

t         =        the fraction of a year remaining to the end of the guarantee 
                   period(for example, if 180 days remain in a 365 day year, t 
                   would be .493 for the subaccount)

ic        =        the subaccount guarantee rate IDS Life then is crediting on 
                   purchase payments or transfers made to new subaccounts with 
                   guarantee periods of the same duration as the time remaining 
                   in the subaccount guarantee period (straight line 
                   interpolation between whole year rates. If N is zero, ic is
                   the rate for a one year guarantee period)

Example I - Downward market value adjustment

A surrender  results in a downward  market value  adjustment when interest rates
have  increased.  Assume  after one  year,  IDS Life is  crediting  5% for a new
subaccount with a 9-year guarantee period.  If the owner totally  surrenders the
subaccount, the market adjusted value is:

[(AVc - FWA) x F] + FWA

[($52,250.00 - $5,112.19) x (1 + .045)9]+ 5,112.19 = $49,311.66
                               (1 + .05 + .0025)9]

The market value adjustment is a $2,938.34 reduction of the accumulation value:

($2,938.34) = $49,311.66 - $52,250.00

Example II - Upward market value adjustment

A surrender  results in an upward market value  adjustment  when interest  rates
have  decreased.  Assume  after one  year,  IDS Life is  crediting  4% for a new
subaccount with a 9-year guarantee period.  If the owner totally  surrenders the
subaccount, the market adjusted value is:

[(AVc - FWA) x F] + FWA

[$52,250.00 - $5,112.19) x (1 + .045)9] + $5,112.19 = $53,277.18
                              (1 + .04 + .0025)9]

The market value adjustment is a $1,027.18 increase of the accumulation value:

$1,027.18 = $53,277.18 - $52,250.00


<PAGE>
IDS LIFE INSURANCE COMPANY
(A WHOLLY OWNED SUBSIDIARY OF AMERICAN EXPRESS FINANCIAL CORPORATION)
 
IDS LIFE FINANCIAL INFORMATION
- -----------------------------------------------------------------
 
The financial statements shown below are those of the insurance company and not
those of any other entity. They are included for the purpose of informing the
investor as to the financial condition of the insurance company and its ability
to carry out its obligations under its variable contracts.
 
IDS LIFE INSURANCE COMPANY
- -----------------------------------------------------------------
 
<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEETS                                        DEC. 31, 1998    DEC. 31, 1997
ASSETS                                                        ($ thousands, except share amounts)
<S>                                                                <C>              <C>
- -------------------------------------------------------------------------------------------------
Investments:
Fixed maturities:
Held to maturity, at amortized cost (fair value: 1998,
$8,420,035; 1997, $9,743,410)....................................  $  7,964,114     $  9,315,450
Available for sale, at fair value (amortized cost: 1998,
$13,344,949; 1997, $12,515,030)..................................    13,613,139       12,876,694
Mortgage loans on real estate....................................     3,505,458        3,618,647
Policy loans.....................................................       525,431          498,874
Other investments................................................       366,604          318,591
- -------------------------------------------------------------------------------------------------
Total investments................................................    25,974,746       26,628,256
- -------------------------------------------------------------------------------------------------
Cash and cash equivalents........................................        22,453           19,686
Amounts recoverable from reinsurers..............................       262,260          205,716
Amounts due from brokers.........................................           327            8,400
Other accounts receivable........................................        47,963           37,895
Accrued investment income........................................       366,574          357,390
Deferred policy acquisition costs................................     2,496,352        2,479,577
Other assets.....................................................        30,487           22,700
Separate account assets..........................................    27,349,401       23,214,504
- -------------------------------------------------------------------------------------------------
Total assets.....................................................  $ 56,550,563     $ 52,974,124
- -------------------------------------------------------------------------------------------------
</TABLE>
 
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDER'S EQUITY
<S>                                                                <C>              <C>
- -------------------------------------------------------------------------------------------------
Liabilities:
Future policy benefits:
Fixed annuities..................................................  $  21,172,303    $  22,009,747
Universal life-type insurance....................................      3,343,671        3,280,489
Traditional life insurance.......................................        225,306          213,676
Disability income and long-term care insurance...................        660,320          533,124
Policy claims and other policyholders' funds.....................         70,309           68,345
Deferred income taxes, net.......................................         16,930           61,582
Amounts due to brokers...........................................        195,406          381,458
Other liabilities................................................        410,285          345,383
Separate account liabilities.....................................     27,349,401       23,214,504
- -------------------------------------------------------------------------------------------------
Total liabilities................................................     53,443,931       50,108,308
- -------------------------------------------------------------------------------------------------
Stockholder's equity:
Capital stock, $30 par value per share; 100,000 shares
authorized, issued and outstanding...............................          3,000            3,000
Additional paid-in capital.......................................        288,327          290,847
Accumulated other comprehensive income, net of tax:
Net unrealized securities gains..................................        169,584          226,359
Retained earnings................................................      2,645,721        2,345,610
- -------------------------------------------------------------------------------------------------
Total stockholder's equity.......................................      3,106,632        2,865,816
- -------------------------------------------------------------------------------------------------
Total liabilities and stockholder's equity.......................  $  56,550,563    $  52,974,124
- -------------------------------------------------------------------------------------------------
</TABLE>
 
See accompanying notes.
 
                                                                             F-1
<PAGE>
IDS LIFE INSURANCE COMPANY
(A WHOLLY OWNED SUBSIDIARY OF AMERICAN EXPRESS FINANCIAL CORPORATION)
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                             YEARS ENDED DEC. 31,
                                                                      1998           1997            1996
CONSOLIDATED STATEMENTS OF INCOME                                               ($ thousands)
<S>                                                                <C>         <C>                <C>
- ------------------------------------------------------------------------------------------------------------
Revenues:
Premiums:
Traditional life insurance.......................................  $   53,132       $   52,473    $   51,403
Disability income and long-term care insurance...................     176,298          154,021       131,518
- ------------------------------------------------------------------------------------------------------------
Total premiums...................................................     229,430          206,494       182,921
- ------------------------------------------------------------------------------------------------------------
Policyholder and contractholder charges..........................     383,965          341,726       302,999
Management and other fees........................................     401,057          340,892       271,342
Net investment income............................................   1,986,485        1,988,389     1,965,362
Net realized gain (loss) on investments..........................       6,902              860          (159)
- ------------------------------------------------------------------------------------------------------------
Total revenues...................................................   3,007,839        2,878,361     2,722,465
- ------------------------------------------------------------------------------------------------------------
Benefits and expenses:
Death and other benefits:
Traditional life insurance.......................................      29,835           28,951        26,919
Universal life-type insurance and investment contracts...........     108,349           92,814        85,017
Disability income and long-term care insurance...................      27,414           22,333        19,185
Increase in liabilities for future policy benefits:
Traditional life insurance.......................................       6,052            3,946         1,859
Disability income and long-term care insurance...................      73,305           63,631        57,230
Interest credited on universal life-type insurance and investment
contracts........................................................   1,317,124        1,386,448     1,370,468
Amortization of deferred policy acquisition costs................     382,642          322,731       278,605
Other insurance and operating expenses...........................     287,326          276,596       261,468
- ------------------------------------------------------------------------------------------------------------
Total benefits and expenses......................................   2,232,047        2,197,450     2,100,751
- ------------------------------------------------------------------------------------------------------------
Income before income taxes.......................................     775,792          680,911       621,714
Income taxes.....................................................     235,681          206,664       207,138
- ------------------------------------------------------------------------------------------------------------
Net income.......................................................  $  540,111       $  474,247    $  414,576
- ------------------------------------------------------------------------------------------------------------
</TABLE>
 
See accompanying notes.
 
F-2
<PAGE>
IDS LIFE INSURANCE COMPANY
(A WHOLLY OWNED SUBSIDIARY OF AMERICAN EXPRESS FINANCIAL CORPORATION)
 
- --------------------------------------------------------------------------------
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                                    ACCUMULATED
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY                                                       OTHER
                                                               TOTAL                  ADDITIONAL    COMPREHENSIVE
                                                            STOCKHOLDER'S CAPITAL      PAID-IN       INCOME,      RETAINED
THREE YEARS ENDED DEC. 31, 1998 ($ thousands)                 EQUITY       STOCK       CAPITAL      NET OF TAX    EARNINGS
<S>                                                         <C>           <C>        <C>            <C>          <C>
- ---------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1995................................  $2,331,708     $3,000       $278,814    $ 230,129    $1,819,765
Comprehensive income:
Net income................................................     414,576         --             --           --       414,576
Unrealized holding losses arising during the year, net of
deferred policy acquisition costs of $10,325 and taxes of
$82,982...................................................    (154,111)        --             --     (154,111)           --
Reclassification adjustment for losses included in net
income, net of tax of $(5,429)............................      10,084         --             --       10,084            --
                                                            -----------                             ----------
Other comprehensive loss..................................    (144,027)        --             --     (144,027)           --
                                                            -----------
Comprehensive income......................................     270,549         --             --           --            --
Capital contribution from parent..........................       4,801         --          4,801           --            --
Other changes.............................................       2,022         --             --           --         2,022
Cash dividends to parent..................................    (165,000)        --             --           --      (165,000)
                                                            ---------------------------------------------------------------
Balance, December 31, 1996................................   2,444,080      3,000        283,615       86,102     2,071,363
Comprehensive income:
Net income................................................     474,247         --             --           --       474,247
Unrealized holding gains arising during the year, net of
effect on deferred policy acquisition costs of $(7,714)
and taxes of $(75,215)....................................     139,686         --             --      139,686            --
Reclassification adjustment for losses included in net
income, net of tax of $(308)..............................         571         --             --          571            --
                                                            -----------                             ----------
Other comprehensive income................................     140,257         --             --      140,257            --
                                                            -----------
Comprehensive income......................................     614,504         --             --           --            --
Capital contribution from parent..........................       7,232         --          7,232           --            --
Cash dividends to parent..................................    (200,000)        --             --           --      (200,000)
                                                            ---------------------------------------------------------------
Balance, December 31, 1997................................   2,865,816      3,000        290,847      226,359     2,345,610
Comprehensive income:
Net income................................................     540,111         --             --           --       540,111
Unrealized holding losses arising during the year, net of
effect on deferred policy acquisition costs of $6,333 and
taxes of $32,826..........................................     (60,964)        --             --      (60,964)           --
Reclassification adjustment for losses included in net
income, net of tax of $(2,254)............................       4,189         --             --        4,189            --
                                                            -----------                             ----------
Other comprehensive loss..................................     (56,775)        --             --      (56,775)           --
                                                            -----------
Comprehensive income......................................     483,336         --             --           --            --
Other changes.............................................      (2,520)        --         (2,520)          --            --
Cash dividends to parent..................................    (240,000)        --             --           --      (240,000)
                                                            ---------------------------------------------------------------
Balance, December 31, 1998................................  $3,106,632     $3,000       $288,327    $ 169,584    $2,645,721
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
 
See accompanying notes.
 
                                                                             F-3
<PAGE>
IDS LIFE INSURANCE COMPANY
(A WHOLLY OWNED SUBSIDIARY OF AMERICAN EXPRESS FINANCIAL CORPORATION)
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                             YEARS ENDED DEC. 31,
                                                                      1998           1997           1996
CONSOLIDATED STATEMENTS OF CASH FLOWS                                             (thousands)
<S>                                                                <C>           <C>             <C>
- ------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income.......................................................  $   540,111    $   474,247    $   414,576
Adjustments to reconcile net income to net cash provided by (used
in) operating activities:
Policy loan issuance, excluding universal life-type insurance....      (53,883)       (54,665)       (49,314)
Policy loan repayment, excluding universal life-type insurance...       57,902         46,015         41,179
Change in amounts recoverable from reinsurers....................      (56,544)       (47,994)       (43,335)
Change in other accounts receivable..............................      (10,068)         6,194         (4,981)
Change in accrued investment income..............................       (9,184)       (14,077)         4,695
Change in deferred policy acquisition costs, net.................      (10,443)      (156,486)      (294,755)
Change in liabilities for future policy benefits for traditional
life, disability income and long-term care insurance.............      138,826        112,915         97,479
Change in policy claims and other policyholders' funds...........        1,964        (15,289)        27,311
Change in deferred income tax provision (benefit)................      (19,122)        19,982        (65,609)
Change in other liabilities......................................       64,902         13,305         46,724
Amortization of premium (accretion of discount), net.............        9,170         (5,649)       (23,032)
Net realized (gain) loss on investments..........................       (6,902)          (860)           159
Policyholder and contractholder charges, non-cash................     (172,396)      (160,885)      (154,286)
Other, net.......................................................       10,786          7,161        (10,816)
- ------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) operating activities..............  $   485,119    $   223,914    $   (14,005)
- ------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Fixed maturities held to maturity:
Purchases........................................................  $    (1,020)   $    (1,996)   $   (43,751)
Maturities, sinking fund payments and calls......................    1,162,731        686,503        759,248
Sales............................................................      236,963        236,761        279,506
Fixed maturities available for sale:
Purchases........................................................   (4,100,238)    (3,160,133)    (2,299,198)
Maturities, sinking fund payments and calls......................    2,967,311      1,206,213      1,270,240
Sales............................................................      278,955        457,585        238,905
Other investments, excluding policy loans:
Purchases........................................................     (555,647)      (524,521)      (904,536)
Sales............................................................      579,038        335,765        236,912
Change in amounts due from brokers...............................        8,073          2,647        (11,047)
Change in amounts due to brokers.................................     (186,052)       119,471        140,369
- ------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) investing activities..............      390,114       (641,705)      (333,352)
- ------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Activity related to universal life-type insurance and
investment contracts:
Considerations received..........................................    1,873,624      2,785,758      3,567,586
Surrenders and death benefits....................................   (3,792,612)    (3,736,242)    (4,250,294)
Interest credited to account balances............................    1,317,124      1,386,448      1,370,468
Universal life-type insurance policy loans:
Issuance.........................................................      (97,602)       (84,835)       (86,501)
Repayment........................................................       67,000         54,513         58,753
Capital transaction with parent..................................           --          7,232          4,801
Dividends paid...................................................     (240,000)      (200,000)      (165,000)
- ------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities........................     (872,466)       212,874        499,813
- ------------------------------------------------------------------------------------------------------------
Net (decrease) increase in cash and cash equivalents.............        2,767       (204,917)       152,456
Cash and cash equivalents at beginning of year...................       19,686        224,603         72,147
- ------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year.........................  $    22,453    $    19,686    $   224,603
- ------------------------------------------------------------------------------------------------------------
</TABLE>
 
See accompanying notes.
 
F-4
<PAGE>
IDS LIFE INSURANCE COMPANY
(A WHOLLY OWNED SUBSIDIARY OF AMERICAN EXPRESS FINANCIAL CORPORATION)
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ THOUSANDS)
- -----------------------------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
NATURE OF BUSINESS
IDS Life Insurance Company (the Company) is a stock life insurance company
organized under the laws of the State of Minnesota. The Company is a wholly
owned subsidiary of American Express Financial Corporation (AEFC), which is a
wholly owned subsidiary of American Express Company. The Company serves
residents of all states except New York. IDS Life Insurance Company of New York
is a wholly owned subsidiary of the Company and serves New York State residents.
The Company also wholly owns American Enterprise Life Insurance Company,
American Centurion Life Assurance Company, American Partners Life Insurance
Company and American Express Corporation.
 
The Company's principal products are deferred annuities and universal life
insurance, which are issued primarily to individuals. It offers single premium
and flexible premium deferred annuities on both a fixed and variable dollar
basis. Immediate annuities are offered as well. The Company's insurance products
include universal life (fixed and variable), whole life, single premium life and
term products (including waiver of premium and accidental death benefits). The
Company also markets disability income and long-term care insurance.
 
BASIS OF PRESENTATION
The accompanying consolidated financial statements include the accounts of the
Company and its wholly owned subsidiaries. All material intercompany accounts
and transactions have been eliminated in consolidation.
 
The accompanying consolidated financial statements have been prepared in
conformity with generally accepted accounting principles which vary in certain
respects from reporting practices prescribed or permitted by state insurance
regulatory authorities (see Note 4).
 
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
 
INVESTMENTS
Fixed maturities that the Company has both the positive intent and the ability
to hold to maturity are classified as held to maturity and carried at amortized
cost. All other fixed maturities and all marketable equity securities are
classified as available for sale and carried at fair value. Unrealized gains and
losses on securities classified as available for sale are reported as a separate
component of other comprehensive income, net of deferred policy acquisition
costs and deferred taxes.
 
Realized investment gain or loss is determined on an identified cost basis.
 
Prepayments are anticipated on certain investments in mortgage-backed securities
in determining the constant effective yield used to recognize interest income.
Prepayment estimates are based on information received from brokers who deal in
mortgage-backed securities.
 
Mortgage loans on real estate are carried at amortized cost less reserves for
mortgage loan losses. The estimated fair value of the mortgage loans is
determined by a discounted cash flow analysis using mortgage interest rates
currently offered for mortgages of similar maturities.
 
Impairment of mortgage loans is measured as the excess of a 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 mortgage
loan losses. The reserve for mortgage loan losses is maintained at a level that
management believes is adequate to absorb estimated losses in the portfolio. The
level of the reserve account is determined based on several factors, including
historical
 
                                                                             F-5
<PAGE>
IDS LIFE INSURANCE COMPANY
(A WHOLLY OWNED SUBSIDIARY OF AMERICAN EXPRESS FINANCIAL CORPORATION)
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ THOUSANDS) (CONTINUED)
- --------------------------------------------------------------------------------
 
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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
mortgage loan losses.
 
The Company generally stops accruing interest on mortgage loans for which
interest payments are delinquent more than three months. 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.
 
The cost of interest rate caps and floors is amortized to investment income over
the life of the contracts and payments received as a result of these agreements
are recorded as investment income when realized. The amortized cost of interest
rate caps and floors is included in other investments. Amounts paid or received
under interest rate swap agreements are recognized as an adjustment to
investment income.
 
The Company purchases and writes index options to hedge the fee income earned on
the management of equity securities in separate accounts and the underlying
mutual funds. These index options are carried at market value and are included
in other investments or other liabilities, as appropriate. Gains or losses on
index options that qualify as hedges are deferred and recognized in management
and other fees in the same period as the hedged fee income. Gains or losses on
index options that do not qualify as hedges are marked to market through the
income statement.
 
The Company also uses index options to manage the risks related to a certain
annuity product that pays interest based upon the relative change in a major
stock market index between the beginning and end of the product's term.
Purchased options used in conjunction with this product are reported in other
investments and written options are included in other liabilities. The
amortization of the cost of purchased options, the proceeds of written options
and the changes in intrinsic value of the contracts are included in net
investment income.
 
Policy loans are carried at the aggregate of the unpaid loan balances which do
not exceed the cash surrender values of the related policies.
 
When evidence indicates a decline, which is other than temporary, in the
underlying value or earning power of individual investments, such investments
are written down to the fair value by a charge to income.
 
STATEMENTS OF CASH FLOWS
The Company considers investments with a maturity at the date of their
acquisition of three months or less to be cash equivalents. These securities are
carried principally at amortized cost, which approximates fair value.
 
Supplementary information to the consolidated statements of cash flows for the
years ended December 31 is summarized as follows:
 
<TABLE>
<CAPTION>
                                       1998      1997      1996
<S>                                  <C>       <C>       <C>
- -----------------------------------------------------------------
CASH PAID DURING THE YEAR FOR:
Income taxes.......................  $215,003  $174,472  $317,283
Interest on borrowings.............    14,529     8,213     4,119
- -----------------------------------------------------------------
</TABLE>
 
RECOGNITION OF PROFITS ON ANNUITY CONTRACTS AND INSURANCE POLICIES
Profits on fixed deferred annuities are recognized by the Company over the lives
of the contracts, using primarily the interest method. Profits represent the
excess of investment income earned from investment of contract considerations
over interest credited to contract owners and other expenses.
 
F-6
<PAGE>
IDS LIFE INSURANCE COMPANY
(A WHOLLY OWNED SUBSIDIARY OF AMERICAN EXPRESS FINANCIAL CORPORATION)
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ THOUSANDS) (CONTINUED)
- --------------------------------------------------------------------------------
 
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The retrospective deposit method is used in accounting for universal life-type
insurance. Under this method, profits are recognized over the lives of the
policies in proportion to the estimated gross profits expected to be realized.
 
Premiums on traditional life, disability income and long-term care insurance
policies are recognized as revenue when due, and related benefits and expenses
are associated with premium revenue in a manner that results in recognition of
profits over the lives of the insurance policies. This association is
accomplished by means of the provision for future policy benefits and the
deferral and subsequent amortization of policy acquisition costs.
 
Policyholder and contractholder charges include the monthly cost of insurance
charges, issue and administrative fees and surrender charges. These charges also
include the minimum death benefit guarantee fees received from the variable life
insurance separate accounts. Management and other fees include investment
management fees from underlying proprietary mutual funds and mortality and
expense risk fees received from the variable annuity and variable life insurance
separate accounts.
 
DEFERRED POLICY ACQUISITION COSTS
The costs of acquiring new business, principally sales compensation, policy
issue costs, underwriting and certain sales expenses, have been deferred on
insurance and annuity contracts. The deferred acquisition costs for most single
premium deferred annuities and installment annuities are amortized using
primarily the interest method. The costs for universal life-type insurance and
certain installment annuities are amortized as a percentage of the estimated
gross profits expected to be realized on the policies. For traditional life,
disability income and long-term care insurance policies, the costs are amortized
over an appropriate period in proportion to premium revenue.
 
LIABILITIES FOR FUTURE POLICY BENEFITS
Liabilities for universal life-type insurance and deferred annuities are
accumulation values.
 
Liabilities for fixed annuities in a benefit status are based on established
industry mortality tables and interest rates ranging from 5% to 9.5%, depending
on year of issue.
 
Liabilities for future benefits on traditional life insurance are based on the
net level premium method, using anticipated mortality, policy persistency and
interest earning rates. Anticipated mortality rates are based on established
industry mortality tables. Anticipated policy persistency rates vary by policy
form, issue age and policy duration with persistency on cash value plans
generally anticipated to be better than persistency on term insurance plans.
Anticipated interest rates range from 4% to 10%, depending on policy form, issue
year and policy duration.
 
Liabilities for future disability income and long-term care policy benefits
include both policy reserves and claim reserves. Policy reserves are based on
the net level premium method, using anticipated morbidity, mortality, policy
persistency and interest earning rates. Anticipated morbidity and mortality
rates are based on established industry morbidity and mortality tables.
Anticipated policy persistency rates vary by policy form, issue age, policy
duration and, for disability income policies, occupation class. Anticipated
interest rates for disability income and long-term care policy reserves are 3%
to 9.5% at policy issue and grade to ultimate rates of 5% to 7% over 5 to 10
years.
 
Claim reserves are calculated based on claim continuance tables and anticipated
interest earnings. Anticipated claim continuance rates are based on established
industry tables. Anticipated interest rates for claim reserves for both
disability income and long-term care range from 6% to 8%.
 
REINSURANCE
The maximum amount of life insurance risk retained by the Company on any one
life is $750 of life benefit plus $50 of accidental death benefits. The maximum
amount of life insurance risk retained on any joint-life
 
                                                                             F-7
<PAGE>
IDS LIFE INSURANCE COMPANY
(A WHOLLY OWNED SUBSIDIARY OF AMERICAN EXPRESS FINANCIAL CORPORATION)
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ THOUSANDS) (CONTINUED)
- --------------------------------------------------------------------------------
 
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
combination is $1,500. The excesses are reinsured with other life insurance
companies, primarily on a yearly renewable term basis. Long-term care policies
are primarily reinsured on a coinsurance basis. Beginning in 1998, the Company
retains all disability income and waiver of premium risk.
 
FEDERAL INCOME TAXES
The Company's taxable income is included in the consolidated federal income tax
return of American Express Company. The Company provides for income taxes on a
separate return basis, except that, under an agreement between AEFC and American
Express Company, tax benefit is recognized for losses to the extent they can be
used on the consolidated tax return. It is the policy of AEFC and its
subsidiaries that AEFC will reimburse subsidiaries for all tax benefits.
 
Included in other liabilities at December 31, 1998 and 1997 are $26,291 payable
to and $12,061, receivable from, respectively, AEFC for federal income taxes.
 
SEPARATE ACCOUNT BUSINESS
The separate account assets and liabilities represent funds held for the
exclusive benefit of the variable annuity and variable life insurance contract
owners. The Company receives investment management fees from the proprietary
mutual funds used as investment options for variable annuities and variable life
insurance. The Company receives mortality and expense risk fees from the
separate accounts.
 
The Company makes contractual mortality assurances to the variable annuity
contract owners that the net assets of the separate accounts will not be
affected by future variations in the actual life expectancy experience of the
annuitants and beneficiaries from the mortality assumptions implicit in the
annuity contracts. The Company makes periodic fund transfers to, or withdrawals
from, the separate account assets for such actuarial adjustments for variable
annuities that are in the benefit payment period. The Company also guarantees
that the rates at which administrative fees are deducted from contract funds
will not exceed contractual maximums.
 
For variable life insurance, the Company guarantees that the rates at which
insurance charges and administrative fees are deducted from contract funds will
not exceed contractual maximums. The Company also guarantees that the death
benefit will continue payable at the initial level regardless of investment
performance so long as minimum premium payments are made.
 
ACCOUNTING CHANGES
Effective January 1, 1998, the Company adopted SFAS No. 130, "Reporting
Comprehensive Income." SFAS No. 130 requires the reporting and display of
comprehensive income and its components. Comprehensive income is defined as the
aggregate change in stockholder's equity excluding changes in ownership
interests. For the Company, it is net income and the unrealized gains or losses
on available-for-sale securities, net of the effect on deferred policy
acquisition costs, taxes and reclassification adjustment.
 
In March 1998, the American Institute of Certified Public Accountants (AICPA)
issued Statement of Position (SOP) 98-1, "Accounting for Costs of Computer
Software Developed or Obtained for Internal Use." The SOP, which is effective
January 1, 1999, requires the capitalization of certain costs incurred after the
date of adoption to develop or obtain software for internal use. Software
utilized by the Company is owned by AEFC and will be capitalized by AEFC. As a
result, the new rule will not have a material impact on the Company's results of
operations or financial condition.
 
In December 1997, the AICPA issued SOP 97-3, "Accounting by Insurance and Other
Enterprises for Insurance-Related Assessments," providing guidance for the
timing of recognition of liabilities related to guaranty fund assessments. The
Company will adopt the SOP on January 1, 1999. The Company has historically
carried a balance
 
F-8
<PAGE>
IDS LIFE INSURANCE COMPANY
(A WHOLLY OWNED SUBSIDIARY OF AMERICAN EXPRESS FINANCIAL CORPORATION)
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ THOUSANDS) (CONTINUED)
- --------------------------------------------------------------------------------
 
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
in other liabilities on the balance sheet for potential guaranty fund assessment
exposure. Adoption of the SOP will not have a material impact on the Company's
results of operations or financial condition.
 
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities," which is effective January 1, 2000. This Statement
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities. It requires that an entity recognize all derivatives as
either assets or liabilities in the balance sheet and measure those instruments
at fair value. The accounting for changes in the fair value of a derivative
depends on the intended use of the derivative and the resulting designation.
Earlier application of all of the provisions of this Statement is encouraged,
but it is permitted only as of the beginning of any fiscal quarter that begins
after issuance of the Statement. This Statement cannot be applied retroactively.
The ultimate financial impact of the new rule will be measured based on the
derivatives in place at adoption and cannot be estimated at this time.
 
RECLASSIFICATION
Certain 1997 and 1996 amounts have been reclassified to conform to the 1998
presentation.
 
- --------------------------------------------------------------------------------
2. INVESTMENTS
 
Fair values of investments in fixed maturities represent quoted market prices
and estimated values when quoted prices are not available. Estimated values are
determined by established procedures involving, among other things, review of
market indices, price levels of current offerings of comparable issues, price
estimates and market data from independent brokers and financial files.
 
The amortized cost, gross unrealized gains and losses and fair values of
investments in fixed maturities and equity securities at December 31, 1998 are
as follows:
 
<TABLE>
<CAPTION>
                                                               GROSS         GROSS
                                                AMORTIZED   UNREALIZED    UNREALIZED        FAIR
HELD TO MATURITY                                  COST         GAINS        LOSSES         VALUE
<S>                                            <C>          <C>           <C>           <C>
- ----------------------------------------------------------------------------------------------------
U.S. Government agency obligations...........  $   39,888     $  4,460      $     --    $     44,348
State and municipal obligations..............       9,683          491            --          10,173
Corporate bonds and obligations..............   6,305,476      447,752        27,087       6,726,141
Mortgage-backed securities...................   1,609,067       30,458           152       1,639,373
- ----------------------------------------------------------------------------------------------------
                                               $7,964,114     $483,161      $ 27,239    $  8,420,035
- ----------------------------------------------------------------------------------------------------
</TABLE>
 
<TABLE>
<CAPTION>
                                                               GROSS         GROSS
                                                AMORTIZED   UNREALIZED    UNREALIZED        FAIR
AVAILABLE FOR SALE                                COST         GAINS        LOSSES         VALUE
<S>                                            <C>          <C>           <C>           <C>
- ----------------------------------------------------------------------------------------------------
U.S. Government agency obligations...........  $   52,043     $  3,324      $     --    $     55,367
State and municipal obligations..............      11,060        1,231            --          12,291
Corporate bonds and obligations..............   7,332,344      271,174       155,181       7,448,337
Mortgage-backed securities...................   5,949,502      151,511         3,869       6,097,144
- ----------------------------------------------------------------------------------------------------
Total fixed maturities.......................  13,344,949      427,240       159,050      13,613,139
Equity securities............................       3,000          158            --           3,158
- ----------------------------------------------------------------------------------------------------
                                               $13,347,949    $427,398      $159,050    $ 13,616,297
- ----------------------------------------------------------------------------------------------------
</TABLE>
 
                                                                             F-9
<PAGE>
IDS LIFE INSURANCE COMPANY
(A WHOLLY OWNED SUBSIDIARY OF AMERICAN EXPRESS FINANCIAL CORPORATION)
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ THOUSANDS) (CONTINUED)
- --------------------------------------------------------------------------------
 
2. INVESTMENTS (CONTINUED)
The amortized cost, gross unrealized gains and losses and fair values of
investmentsin fixed maturities and equity securities at December 31, 1997 are as
follows:
 
<TABLE>
<CAPTION>
                                                               GROSS         GROSS
                                                AMORTIZED   UNREALIZED    UNREALIZED
HELD TO MATURITY                                  COST         GAINS        LOSSES       FAIR VALUE
<S>                                            <C>          <C>           <C>           <C>
- -----------------------------------------------------------------------------------------------------
U.S. Government agency obligations...........  $   41,932     $  2,949      $    --     $      44,881
State and municipal obligations..............       9,684          568           --            10,252
Corporate bonds and obligations..............   7,280,646      415,700        9,322         7,687,024
Mortgage-backed securities...................   1,983,188       25,976        7,911         2,001,253
- -----------------------------------------------------------------------------------------------------
                                               $9,315,450     $445,193      $17,233     $   9,743,410
- -----------------------------------------------------------------------------------------------------
</TABLE>
 
<TABLE>
<CAPTION>
                                                               GROSS         GROSS
                                                AMORTIZED   UNREALIZED    UNREALIZED        FAIR
AVAILABLE FOR SALE                                COST         GAINS        LOSSES          VALUE
<S>                                            <C>          <C>           <C>           <C>
- -----------------------------------------------------------------------------------------------------
U.S. Government agency obligations...........  $   65,291     $  4,154      $    --     $      69,445
State and municipal obligations..............      11,045        1,348           --            12,393
Corporate bonds and obligations..............   5,308,129      232,761       30,198         5,510,692
Mortgage-backed securities...................   7,130,565      160,478        6,879         7,284,164
- -----------------------------------------------------------------------------------------------------
Total fixed maturities.......................  12,515,030      398,741       37,077        12,876,694
Equity securities............................       3,000          361           --             3,361
- -----------------------------------------------------------------------------------------------------
                                               $12,518,030    $399,102      $37,077     $  12,880,055
- -----------------------------------------------------------------------------------------------------
</TABLE>
 
The amortized cost and fair value of investments in fixed maturities at December
31, 1998 by contractual maturity are shown below. Expected maturities will
differ from contractual maturities because borrowers may have the right to call
or prepay obligations with or without call or prepayment penalties.
 
<TABLE>
<CAPTION>
                                           AMORTIZED      FAIR
HELD TO MATURITY                             COST         VALUE
<S>                                       <C>          <C>
- ------------------------------------------------------------------
Due in one year or less.................  $  354,296   $   359,020
Due from one to five years..............   2,111,369     2,249,847
Due from five to ten years..............   3,012,227     3,189,789
Due in more than ten years..............     877,155       982,006
Mortgage-backed securities..............   1,609,067     1,639,373
- ------------------------------------------------------------------
                                          $7,964,114   $ 8,420,035
- ------------------------------------------------------------------
</TABLE>
 
<TABLE>
<CAPTION>
                                           AMORTIZED      FAIR
AVAILABLE FOR SALE                           COST         VALUE
<S>                                       <C>          <C>
- ------------------------------------------------------------------
Due in one year or less.................  $  102,463   $   104,475
Due from one to five years..............     682,336       725,859
Due from five to ten years..............   3,904,326     4,044,378
Due in more than ten years..............   2,718,659     2,654,382
Mortgage-backed securities..............   5,937,165     6,084,045
- ------------------------------------------------------------------
                                          $13,344,949  $13,613,139
- ------------------------------------------------------------------
</TABLE>
 
During the years ended December 31, 1998, 1997 and 1996, fixed maturities
classified as held to maturity were sold with amortized cost of $230,036,
$229,848 and $277,527, respectively. Net gains and losses on these sales were
not significant. The sale of these fixed maturities was due to significant
deterioration in the issuers' credit worthiness.
 
Fixed maturities available for sale were sold during 1998 with proceeds of
$278,955 and gross realized gains and losses of $15,658 and $22,102,
respectively. Fixed maturities
 
F-10
<PAGE>
IDS LIFE INSURANCE COMPANY
(A WHOLLY OWNED SUBSIDIARY OF AMERICAN EXPRESS FINANCIAL CORPORATION)
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ THOUSANDS) (CONTINUED)
- --------------------------------------------------------------------------------
 
2. INVESTMENTS (CONTINUED)
available for sale were sold during 1997 with proceeds of $457,585 and gross
realized gains and losses of $6,639 and $7,518, respectively. Fixed maturities
available for sale were sold during 1996 with proceeds of $238,905 and gross
realized gains and losses of $571 and $16,084, respectively.
 
At December 31, 1998, bonds carried at $14,302 were on deposit with various
states as required by law.
 
At December 31, 1998, investments in fixed maturities comprised 83 percent of
the Company's total invested assets. These securities are rated by Moody's and
Standard & Poor's (S&P), except for securities carried at approximately $3.6
billion which are rated by AEFC's internal analysts using criteria similar to
Moody's and S&P. A summary of investments in fixed maturities, at amortized
cost, by rating on December 31 is as follows:
 
<TABLE>
<CAPTION>
RATING                                       1998         1997
<S>                                       <C>          <C>
- ------------------------------------------------------------------
Aaa/AAA.................................  $ 7,629,628  $ 9,195,619
Aaa/AA..................................        2,277           --
Aa/AA...................................      308,053      232,451
Aa/A....................................      301,325      246,792
A/A.....................................    2,525,283    2,787,936
A/BBB...................................    1,148,736    1,200,345
Baa/BBB.................................    6,237,014    5,226,616
Baa/BB..................................      492,696      475,084
Below investment grade..................    2,664,051    2,465,637
- ------------------------------------------------------------------
                                          $21,309,063  $21,830,480
- ------------------------------------------------------------------
</TABLE>
 
At December 31, 1998, 93 percent of the securities rated Aaa/AAA are GNMA, FNMA
and FHLMC mortgage-backed securities. No holdings of any other issuer are
greater than one percent of the Company's total investments in fixed maturities.
At December 31, 1998, approximately 13 percent of the Company's invested assets
were mortgage loans on real estate. Summaries of mortgage loans by region of the
United States and by type of real estate are as follows:
 
<TABLE>
<CAPTION>
                                   DECEMBER 31, 1998            DECEMBER 31, 1997
- --------------------------------------------------------------------------------------
                                ON BALANCE  COMMITMENTS     ON BALANCE    COMMITMENTS
REGION                            SHEET     TO PURCHASE       SHEET       TO PURCHASE
<S>                             <C>         <C>            <C>            <C>
- --------------------------------------------------------------------------------------
East North Central............  $ 750,705     $ 16,393     $  748,372       $ 32,462
West North Central............    491,006       81,648        456,934         14,340
South Atlantic................    839,233       21,020        922,172         14,619
Middle Atlantic...............    476,448        6,169        545,601         15,507
New England...................    263,761        2,824        316,250          2,136
Pacific.......................    195,851       16,946        184,917          3,204
West South Central............    136,841        1,412        125,227             --
East South Central............     46,029           --         60,274             --
Mountain......................    345,379        8,473        297,545         28,717
- --------------------------------------------------------------------------------------
                                3,545,253      154,885      3,657,292        110,985
Less allowance for losses.....     39,795           --         38,645             --
- --------------------------------------------------------------------------------------
                                $3,505,458    $154,885     $3,618,647       $110,985
- --------------------------------------------------------------------------------------
</TABLE>
 
                                                                            F-11
<PAGE>
IDS LIFE INSURANCE COMPANY
(A WHOLLY OWNED SUBSIDIARY OF AMERICAN EXPRESS FINANCIAL CORPORATION)
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ THOUSANDS) (CONTINUED)
- --------------------------------------------------------------------------------
 
2. INVESTMENTS (CONTINUED)
 
<TABLE>
<CAPTION>
                                     DECEMBER 31, 1998             DECEMBER 31, 1997
- -----------------------------------------------------------------------------------------
                                 ON BALANCE    COMMITMENTS     ON BALANCE    COMMITMENTS
PROPERTY TYPE                      SHEET       TO PURCHASE       SHEET       TO PURCHASE
<S>                             <C>            <C>            <C>            <C>
- -----------------------------------------------------------------------------------------
Department/retail stores......  $ 1,139,349    $    59,305    $ 1,189,203    $    27,314
Apartments....................      960,808          9,272      1,089,127         16,576
Office buildings..............      783,576         50,450        716,729         34,546
Industrial buildings..........      298,549         13,263        295,889         21,200
Hotels/motels.................      109,185         14,122        101,052             --
Medical buildings.............      124,369             --         99,979          9,748
Nursing/retirement homes......       46,696             --         72,359             --
Mixed Use.....................       65,151             --         71,007             --
Other.........................       17,570          8,473         21,947          1,601
- -----------------------------------------------------------------------------------------
                                  3,545,253        154,885      3,657,292        110,985
Less allowance for losses.....       39,795             --         38,645             --
- -----------------------------------------------------------------------------------------
                                $ 3,505,458    $   154,885    $ 3,618,647    $   110,985
- -----------------------------------------------------------------------------------------
</TABLE>
 
Mortgage loan fundings are restricted by state insurance regulatory authorities
to 80 percent or less of the market value of the real estate at the time of
origination of the loan. The Company holds the mortgage document, which gives it
the right to take possession of the property if the borrower fails to perform
according to the terms of the agreement. Commitments to purchase mortgages are
made in the ordinary course of business. The fair value of the mortgage
commitments is $nil.
 
At December 31, 1998 and 1997, the Company's recorded investment in impaired
loans was $24,941 and $45,714, respectively, with allowances of $6,662 and
$9,812, respectively. During 1998 and 1997, the average recorded investment in
impaired loans was $37,873 and $61,870, respectively.
The Company recognized $1,809, $2,981and $4,889 of interest income related to
impaired loans for the years ended December 31, 1998, 1997 and 1996
respectively.
 
The following table presents changes in the allowance for investment losses
related to all loans:
 
<TABLE>
<CAPTION>
                                      1998     1997     1996
<S>                                  <C>      <C>      <C>
- --------------------------------------------------------------
Balance, January 1.................  $38,645  $37,495  $37,340
Provision for investment losses....    7,582    8,801   10,005
Loan payoffs.......................     (800)  (3,851)  (4,700)
Foreclosures and writeoffs.........   (5,632)  (3,800)  (5,150)
- --------------------------------------------------------------
Balance, December 31...............  $39,795  $38,645  $37,495
- --------------------------------------------------------------
</TABLE>
 
At December 31, 1998, the Company had commitments to purchase investments other
than mortgage loans for $223,011. Commitments to purchase investments are
made in the ordinary course of business. The fair value of these commitments is
$nil.
 
Net investment income for the years ended December 31 is summarized as follows:
 
<TABLE>
<CAPTION>
                                        1998        1997        1996
<S>                                  <C>         <C>         <C>
- -----------------------------------------------------------------------
Interest on fixed maturities.......  $1,676,984  $1,692,481  $1,666,929
Interest on mortgage loans.........     301,253     305,742     283,830
Other investment income............      43,518      25,089      43,283
Interest on cash equivalents.......       5,486       5,914       5,754
- -----------------------------------------------------------------------
                                      2,027,241   2,029,226   1,999,796
Less investment expenses...........      40,756      40,837      34,434
- -----------------------------------------------------------------------
                                     $1,986,485  $1,988,389  $1,965,362
- -----------------------------------------------------------------------
</TABLE>
 
F-12
<PAGE>
IDS LIFE INSURANCE COMPANY
(A WHOLLY OWNED SUBSIDIARY OF AMERICAN EXPRESS FINANCIAL CORPORATION)
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ THOUSANDS) (CONTINUED)
- --------------------------------------------------------------------------------
 
2. INVESTMENTS (CONTINUED)
Net realized gain (loss) on investments for the years ended December 31 is
summarized as follows:
 
<TABLE>
<CAPTION>
                                      1998     1997     1996
<S>                                  <C>      <C>      <C>
- --------------------------------------------------------------
Fixed maturities...................  $12,084  $16,115  $ 8,736
Mortgage loans.....................   (5,933)  (6,424)  (8,745)
Other investments..................      751   (8,831)    (150)
- --------------------------------------------------------------
                                     $ 6,902  $   860  $  (159)
- --------------------------------------------------------------
</TABLE>
 
Changes in net unrealized appreciation (depreciation) of investments for the
years ended December 31 are summarized as follows:
 
<TABLE>
<CAPTION>
                                            1998      1997       1996
<S>                                       <C>       <C>        <C>
- ------------------------------------------------------------------------
Fixed maturities available for sale.....  $(93,474) $ 223,441  $(231,853)
Equity securities.......................      (203)        53        (52)
- ------------------------------------------------------------------------
</TABLE>
 
- --------------------------------------------------------------------------------
3. INCOME TAXES
 
The Company qualifies as a life insurance company for federal income tax
purposes. As such, the Company is subject to the
Internal Revenue Code provisions applicable to life insurance companies.
 
The income tax expense (benefit) for the years ended December 31 consists of the
following:
 
<TABLE>
<CAPTION>
                                       1998      1997      1996
<S>                                  <C>       <C>       <C>
- -----------------------------------------------------------------
Federal income taxes:
Current............................  $244,946  $176,879  $260,357
Deferred...........................   (16,602)   19,982   (65,609)
- -----------------------------------------------------------------
                                      228,344   196,861   194,748
State income taxes-current.........     7,337     9,803    12,390
- -----------------------------------------------------------------
Income tax expense.................  $235,681  $206,664  $207,138
- -----------------------------------------------------------------
</TABLE>
 
Increases (decreases) to the federal tax provision applicable to pretax income
based on the statutory rate are attributable to:
 
<TABLE>
<CAPTION>
                                                                     1998                 1997                 1996
- --------------------------------------------------------------------------------------------------------------------------
                                                              PROVISION    RATE    PROVISION    RATE    PROVISION    RATE
<S>                                                           <C>          <C>     <C>          <C>     <C>          <C>
- --------------------------------------------------------------------------------------------------------------------------
Federal income taxes based
on the statutory rate.......................................   $271,527    35.0%    $238,319    35.0%    $217,600    35.0%
(Decreases) increases are attributable to:
Tax-excluded interest and dividend income...................    (12,289)   (1.6)     (10,294)   (1.5)      (9,636)   (1.5)
State taxes, net of federal benefit.........................      4,769      .6        6,372      .9        8,053     1.3
Affordable housing credits..................................    (19,688)   (2.5)     (20,705)   (3.0)      (5,090)    (.8)
Other, net..................................................     (8,638)   (1.1)      (7,028)   (1.0)      (3,789)    (.7)
- --------------------------------------------------------------------------------------------------------------------------
Federal income taxes........................................   $235,681    30.4%    $206,664    30.4%    $207,138    33.3%
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
 
A portion of life insurance company income earned prior to 1984 was not subject
to current taxation but was accumulated, for tax purposes, in a policyholders'
surplus account. At December 31, 1998, the Company had a policyholders' surplus
account balance of $20,114. The policyholders' surplus account is only
 
                                                                            F-13
<PAGE>
IDS LIFE INSURANCE COMPANY
(A WHOLLY OWNED SUBSIDIARY OF AMERICAN EXPRESS FINANCIAL CORPORATION)
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ THOUSANDS) (CONTINUED)
- --------------------------------------------------------------------------------
 
3. INCOME TAXES (CONTINUED)
taxable if dividends to the stockholder exceed the stockholder's surplus account
or if the Company is liquidated. Deferred income taxes of $7,040 have not been
established because no distributions of such amounts are contemplated.
 
Significant components of the Company's deferred tax assets and liabilities as
of December 31 are as follows:
 
<TABLE>
<CAPTION>
                                                           1998      1997
<S>                                                      <C>       <C>
- ---------------------------------------------------------------------------
Deferred tax assets:
Policy reserves........................................  $756,769  $748,204
Life insurance guaranty fund assessment reserve........    15,289    20,101
Other..................................................     4,253     9,589
- ---------------------------------------------------------------------------
Total deferred tax assets..............................   776,311   777,894
- ---------------------------------------------------------------------------
Deferred tax liabilities:
Deferred policy acquisition costs......................   698,471   700,032
Unrealized gain on investments.........................    91,315   121,885
Investments, other.....................................     3,455    17,559
- ---------------------------------------------------------------------------
Total deferred tax liabilities.........................   793,241   839,476
- ---------------------------------------------------------------------------
Net deferred tax liabilities...........................  $ 16,930  $ 61,582
- ---------------------------------------------------------------------------
</TABLE>
 
The Company is required to establish a valuation allowance for any portion of
the deferred tax assets that management believes will not be realized. In the
opinion of management, it is more likely than not that the Company will realize
the benefit of the deferred tax assets and, therefore, no such valuation
allowance has been established.
 
- --------------------------------------------------------------------------------
4. STOCKHOLDER'S EQUITY
 
Retained earnings available for distribution as dividends to the parent are
limited to the Company's surplus as determined in accordance with accounting
practices prescribed by state insurance regulatory authorities. Statutory
unassigned surplus aggregated $1,598,203 as of December 31, 1998 and $1,468,677
as of December 31, 1997 (see Note 3 with respect to the income tax effect of
certain distributions). In addition, any dividend distributions in 1999 in
excess of approximately $353,933 would require approval of the Department of
Commerce of the State of Minnesota.
 
Statutory net income for the years ended December 31 and capital and surplus as
of December 31 are summarized as follows:
 
<TABLE>
<CAPTION>
                                        1998        1997        1996
<S>                                  <C>         <C>         <C>
- -----------------------------------------------------------------------
Statutory net income...............  $  429,903  $  379,615  $  365,585
Statutory capital and surplus......   1,883,405   1,765,290   1,565,082
- -----------------------------------------------------------------------
</TABLE>
 
F-14
<PAGE>
IDS LIFE INSURANCE COMPANY
(A WHOLLY OWNED SUBSIDIARY OF AMERICAN EXPRESS FINANCIAL CORPORATION)
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ THOUSANDS) (CONTINUED)
- -----------------------------------------------------------------
5. RELATED PARTY TRANSACTIONS
 
The Company loans funds to AEFC under a collateral loan agreement. The balance
of the loan was $nil at December 31, 1998 and 1997. This loan can be increased
to a maximum of $75,000 and pays interest at a rate equal to the preceding
month's effective new money rate for the Company's permanent investments.
Interest income on related party loans totaled $nil, $103 and $780 in 1998, 1997
and 1996, respectively.
 
The Company participates in the American Express Company Retirement Plan which
covers all permanent employees age 21 and over who have met certain employment
requirements. Employer contributions to the plan are based on participants' age,
years of service and total compensation for the year. Funding of retirement
costs for this plan complies with the applicable minimum funding requirements
specified by ERISA. The Company's share of the total net periodic pension cost
was $211, $201 and $174 in 1998, 1997 and 1996, respectively.
 
The Company also participates in defined contribution pension plans of American
Express Company which cover all employees who have met certain employment
requirements. Company contributions to the plans are a percent of either each
employee's eligible compensation or basic contributions. Costs of these plans
charged to operations in 1998, 1997 and 1996 were $1,503, $1,245 and $990,
respectively.
 
The Company participates in defined benefit health care plans of AEFC that
provide health care and life insurance benefits to retired employees and retired
financial advisors. The plans include participant contributions and service
related eligibility requirements. Upon retirement, such employees are considered
to have been employees of AEFC. AEFC expenses these benefits and allocates the
expenses to its subsidiaries. The Company's share of postretirement benefits in
1998, 1997 and 1996 was $1,352, $1,330 and $1,449, respectively.
 
Charges by AEFC for use of joint facilities, technology support, marketing
services and other services aggregated $411,337, $414,155 and $397,362 for 1998,
1997 and 1996, respectively. Certain of these costs are included in deferred
policy acquisition costs.
 
- --------------------------------------------------------------------------------
6. COMMITMENTS AND CONTINGENCIES
 
At December 31, 1998, 1997 and 1996, traditional life insurance and universal
life-type insurance in force aggregated $81,074,928, $74,730,720 and
$67,274,354, respectively, of which $4,912,313, $4,351,904 and $3,875,921 were
reinsured at the respective year ends. The Company also reinsures a portion of
the risks assumed under disability income and long-term care policies. Under all
reinsurance agreements, premiums ceded to reinsurers amounted to $66,378,
$60,495 and $48,250 and reinsurance recovered from reinsurers amounted to
$20,982, $19,042, and $15,612 for the years ended December 31, 1998, 1997 and
1996, respectively. Reinsurance contracts do not relieve the Company from its
primary obligation to policyholders.
 
A number of lawsuits have been filed against life and health insurers in
jurisdictions in which the Company, its parent and its subsidiaries conduct
business involving insurers' sales practices, alleged agent misconduct, failure
to properly supervise agents, and other matters. The Company has been named as a
defendant in three of these types of actions.
 
The plaintiffs purport to represent a class consisting of all persons who
purchased policies or contracts from the Company and its subsidiaries. The
complaints put at issue various alleged sales practices and misrepresentations,
alleged breaches of fiduciary duties and alleged violations of consumer fraud
statutes. The Company and its subsidiaries believe they have meritorious
defenses to the claims raised in these lawsuits.
 
The outcome of any litigation cannot be predicted with certainty. In the opinion
of
 
                                                                            F-15
<PAGE>
IDS LIFE INSURANCE COMPANY
(A WHOLLY OWNED SUBSIDIARY OF AMERICAN EXPRESS FINANCIAL CORPORATION)
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ THOUSANDS) (CONTINUED)
- -----------------------------------------------------------------
 
6. COMMITMENTS AND CONTINGENCIES (CONTINUED)
management, however, the ultimate resolution of these lawsuits, taken in the
aggregate, should not have a material adverse effect on the Company's
consolidated financial position.
 
The IRS routinely examines the Company's federal income tax returns, and is
currently auditing the Company's returns for the 1990 through 1992 tax years.
Management does not believe there will be a material adverse effect on the
Company's consolidated financial position as a result of this audit.
 
- --------------------------------------------------------------------------------
7. LINES OF CREDIT
 
The Company has available lines of credit with its parent aggregating $100,000.
The interest rate for any borrowings is established by reference to various
indices plus 20 to 45 basis points, depending on the term. Borrowings
outstanding under this agreement were $nil at December 31, 1998 and 1997.
 
- --------------------------------------------------------------------------------
8. DERIVATIVE FINANCIAL INSTRUMENTS
 
The Company enters into transactions involving derivative financial instruments
to manage its exposure to interest rate risk and equity market risk, including
hedging specific transactions. The Company does not hold derivative instruments
for trading purposes. The Company manages risks associated with these
instruments as described below.
 
Market risk is the possibility that the value of the derivative financial
instruments will change due to fluctuations in a factor from which the
instrument derives its value, primarily an interest rate or equity market index.
The Company is not impacted by market risk related to derivatives held for
non-trading purposes beyond that inherent in cash market transactions.
Derivatives held for purposes other than trading are largely used to manage risk
and, therefore, the cash flow and income effects of the derivatives are inverse
to the effects of the underlying transactions.
 
Credit risk is the possibility that the counterparty will not fulfill the terms
of the contract. The Company monitors credit risk related to derivative
financial instruments through established approval procedures, including setting
concentration limits by counterparty, and requiring collateral, where
appropriate. A vast majority of the Company's counterparties are rated A or
better by Moody's and Standard & Poor's.
 
Credit risk related to interest rate caps and floors and index options is
measured by the replacement cost of the contracts. The replacement cost
represents the fair value of the instruments.
 
The notional or contract amount of a derivative financial instrument is
generally used to calculate the cash flows that are received or paid over the
life of the agreement. Notional amounts are not recorded on the balance sheet.
Notional amounts far exceed the related credit risk.
 
F-16
<PAGE>
IDS LIFE INSURANCE COMPANY
(A WHOLLY OWNED SUBSIDIARY OF AMERICAN EXPRESS FINANCIAL CORPORATION)
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ THOUSANDS) (CONTINUED)
- -----------------------------------------------------------------
 
8. DERIVATIVE FINANCIAL INSTRUMENTS (CONTINUED)
The Company's holdings of derivative financial instruments are as follows:
 
<TABLE>
<CAPTION>
                                                                        TOTAL
DECEMBER 31, 1998                NOTIONAL     CARRYING      FAIR       CREDIT
ASSETS:                           AMOUNT       AMOUNT       VALUE     EXPOSURE
<S>                             <C>           <C>         <C>         <C>
- -------------------------------------------------------------------------------
Assets:
Interest rate caps............  $ 3,400,000   $ 15,985    $   4,256    $ 4,256
Interest rate floors..........    1,000,000      1,082       13,971     13,971
Options purchased.............      110,912     24,094       29,453     29,453
Liabilities:
Options purchased/written.....      265,454    (10,526)     (11,062)        --
Off balance sheet:
Interest rate swaps...........    1,667,000         --      (73,477)        --
- -------------------------------------------------------------------------------
                                              $ 30,635    $ (36,859)   $47,680
- -------------------------------------------------------------------------------
</TABLE>
 
<TABLE>
<CAPTION>
DECEMBER 31, 1997                NOTIONAL   CARRYING      FAIR      TOTAL CREDIT
ASSETS:                           AMOUNT     AMOUNT       VALUE       EXPOSURE
<S>                             <C>         <C>         <C>         <C>
- ---------------------------------------------------------------------------------
Assets:
Interest rate caps............  $4,600,000   $24,963    $  15,665      $15,665
Interest rate floors..........   1,000,000     1,561        4,551        4,551
Options purchased/written.....     279,737     9,808       10,449       10,449
Liabilities:
Options written...............       7,373       (89)         114           --
Off balance sheet:
Interest rate swaps...........   1,267,000        --      (45,799)          --
- ---------------------------------------------------------------------------------
                                             $36,243    $ (15,020)     $30,655
- ---------------------------------------------------------------------------------
</TABLE>
 
The fair values of derivative financial instruments are based on market values,
dealer quotes or pricing models. The interest rate caps, floors and swaps expire
on various dates from 1999 to 2003. The put and call options expire on various
dates from 1999 to 2005.
 
Interest rate caps, swaps and floors are used principally to manage the
Company's interest rate risk. These instruments are used to protect the margin
between interest rates earned on investments and the interest rates credited to
related annuity contract holders.
 
The Company is also using interest rate swaps to manage interest rate risk
related to the level of fee income earned on the management of fixed income
securities in separate accounts and the underlying mutual funds. The amount of
fee income received is based upon the daily market value of the separate account
and mutual fund assets. As a result, changing interest rate conditions could
impact the Company's fee income significantly. The Company entered into interest
rate swaps to hedge anticipated fee income for 1999 related to separate accounts
and mutual funds which invest in fixed income securities. Interest will be
accrued and reported in accrued investment income and other liabilities, as
appropriate, and management and other fees.
 
The Company offers a certain annuity product that pays interest based upon the
relative change in a major stock market index between the beginning and end of
the product's term. As a means of hedging its obligation under the provisions of
this product, the Company purchases and writes options on the major stock market
index.
 
Index options are used to manage the equity market risk related to the fee
income that the Company receives from its separate accounts and the underlying
mutual funds. The amount of the fee income received is based upon the daily
market value of the separate account and mutual fund assets. As a result, the
Company's fee income could be impacted significantly by changing economic
conditions in the equity market. The Company entered into index option
 
                                                                            F-17
<PAGE>
IDS LIFE INSURANCE COMPANY
(A WHOLLY OWNED SUBSIDIARY OF AMERICAN EXPRESS FINANCIAL CORPORATION)
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ THOUSANDS) (CONTINUED)
- -----------------------------------------------------------------
 
8. DERIVATIVE FINANCIAL INSTRUMENTS (CONTINUED)
collars (combination of puts and calls) to hedge anticipated fee income for 1998
and 1999 related to separate accounts and mutual funds which invest in equity
securities. Testing has demonstrated the impact of these instruments on the
income statement closely correlates with the amount of fee income the Company
realizes. In the event that testing demonstrates that this correlation no longer
exists, or in the event the Company disposes of the index options collars, the
instruments will be marked-to-market through the income statement. At December
31, 1998 deferred losses on purchased put and written call index options were
$2,933 and $7,435, respectively. At December 31, 1997 deferred losses on
purchased put index options were $2,428 and deferred gains on written call index
options were $5,275.
 
- --------------------------------------------------------------------------------
9. FAIR VALUES OF FINANCIAL INSTRUMENTS
 
The Company discloses fair value information for most on- and off-balance sheet
financial instruments for which it is practicable to estimate that value. Fair
values of life insurance obligations and all non-financial instruments, such as
deferred acquisition costs are excluded.
 
Off-balance sheet intangible assets, such as the value of the field force, are
also excluded. Management believes the value of excluded assets and liabilities
is significant. The fair value of the Company, therefore, cannot be estimated by
aggregating the amounts presented.
 
<TABLE>
<CAPTION>
                                          1998                      1997
- ----------------------------------------------------------------------------------
                                 CARRYING       FAIR       CARRYING       FAIR
                                   VALUE        VALUE        VALUE        VALUE
<S>                             <C>          <C>          <C>          <C>
- ----------------------------------------------------------------------------------
FINANCIAL ASSETS
Investments:
Fixed maturities (Note 2):
Held to maturity..............  $ 7,964,114  $ 8,420,035  $ 9,315,450  $ 9,743,410
Available for sale............   13,613,139   13,613,139   12,876,694   12,876,694
Mortgage loans on real estate
(Note 2)......................    3,505,458    3,745,617    3,618,647    3,808,570
Other:
Equity securities (Note 2)....        3,158        3,158        3,361        3,361
Derivative financial
instruments (Note 8)..........       41,161       47,680       36,332       30,665
Other.........................       28,872       28,872       82,347       85,383
Cash and cash equivalents
(Note 1)......................       22,453       22,453       19,686       19,686
Separate account assets
(Note 1)......................   27,349,401   27,349,401   23,214,504   23,214,504
 
FINANCIAL LIABILITIES
Future policy benefits for
fixed annuities...............  $19,855,203  $19,144,838  $20,731,052  $19,882,302
Derivative financial
instruments (Note 8)..........       10,526       84,539           89       45,685
Separate account
liabilities...................   25,005,732   24,179,115   21,488,282   20,707,620
- ----------------------------------------------------------------------------------
</TABLE>
 
At December 31, 1998 and 1997, the carrying amount and fair value of future
policy benefits for fixed annuities exclude life insurance-related contracts
carried at $1,226,985 and $1,185,155, respectively, and policy loans of $90,115
and $93,540, respectively. The fair value of these benefits is based on the
status of the annuities at December 31, 1998 and 1997. The fair value of
deferred annuities is estimated as the carrying amount less any applicable
surrender charges and related loans. The fair value for annuities in non-life
contingent payout status is estimated as the present value of projected benefit
payments at rates appropriate for contracts issued in 1998 and 1997.
 
At December 31, 1998 and 1997, the fair value of liabilities related to separate
accounts is estimated as the carrying amount less any applicable surrender
charges and less variable insurance contracts carried at $2,343,669 and
$1,726,222, respectively.
 
F-18
<PAGE>
IDS LIFE INSURANCE COMPANY
(A WHOLLY OWNED SUBSIDIARY OF AMERICAN EXPRESS FINANCIAL CORPORATION)
 
- -----------------------------------------------------------------
 
REPORT OF INDEPENDENT AUDITORS
 
The Board of Directors
IDS Life Insurance Company
 
We have audited the accompanying consolidated balance sheets of IDS Life
Insurance Company (a wholly owned subsidiary of American Express Financial
Corporation) as of December 31, 1998 and 1997, and the related consolidated
statements of income, stockholder's equity and cash flows for each of the three
years in the period ended December 31, 1998. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of IDS Life Insurance
Company at December 31, 1998 and 1997, and the consolidated results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1998, in conformity with generally accepted accounting principles.
 
Ernst & Young LLP
Minneapolis, Minnesota
February 4, 1999
 
                                                                            F-19



<PAGE>
IDS LIFE INSURANCE COMPANY
(A WHOLLY OWNED SUBSIDIARY OF AMERICAN EXPRESS FINANCIAL CORPORATION)
 
IDS LIFE FINANCIAL INFORMATION
- -----------------------------------------------------------------
 
The financial statements shown below are those of the insurance company and not
those of any other entity. They are included for the purpose of informing the
investor as to the financial condition of the insurance company and its ability
to carry out its obligations under its variable contracts.
 
IDS LIFE INSURANCE COMPANY
- -----------------------------------------------------------------
 
<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEETS                                        DEC. 31, 1998    DEC. 31, 1997
ASSETS                                                        ($ thousands, except share amounts)
<S>                                                                <C>              <C>
- -------------------------------------------------------------------------------------------------
Investments:
Fixed maturities:
Held to maturity, at amortized cost (fair value: 1998,
$8,420,035; 1997, $9,743,410)....................................  $  7,964,114     $  9,315,450
Available for sale, at fair value (amortized cost: 1998,
$13,344,949; 1997, $12,515,030)..................................    13,613,139       12,876,694
Mortgage loans on real estate....................................     3,505,458        3,618,647
Policy loans.....................................................       525,431          498,874
Other investments................................................       366,604          318,591
- -------------------------------------------------------------------------------------------------
Total investments................................................    25,974,746       26,628,256
- -------------------------------------------------------------------------------------------------
Cash and cash equivalents........................................        22,453           19,686
Amounts recoverable from reinsurers..............................       262,260          205,716
Amounts due from brokers.........................................           327            8,400
Other accounts receivable........................................        47,963           37,895
Accrued investment income........................................       366,574          357,390
Deferred policy acquisition costs................................     2,496,352        2,479,577
Other assets.....................................................        30,487           22,700
Separate account assets..........................................    27,349,401       23,214,504
- -------------------------------------------------------------------------------------------------
Total assets.....................................................  $ 56,550,563     $ 52,974,124
- -------------------------------------------------------------------------------------------------
</TABLE>
 
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDER'S EQUITY
<S>                                                                <C>              <C>
- -------------------------------------------------------------------------------------------------
Liabilities:
Future policy benefits:
Fixed annuities..................................................  $  21,172,303    $  22,009,747
Universal life-type insurance....................................      3,343,671        3,280,489
Traditional life insurance.......................................        225,306          213,676
Disability income and long-term care insurance...................        660,320          533,124
Policy claims and other policyholders' funds.....................         70,309           68,345
Deferred income taxes, net.......................................         16,930           61,582
Amounts due to brokers...........................................        195,406          381,458
Other liabilities................................................        410,285          345,383
Separate account liabilities.....................................     27,349,401       23,214,504
- -------------------------------------------------------------------------------------------------
Total liabilities................................................     53,443,931       50,108,308
- -------------------------------------------------------------------------------------------------
Stockholder's equity:
Capital stock, $30 par value per share; 100,000 shares
authorized, issued and outstanding...............................          3,000            3,000
Additional paid-in capital.......................................        288,327          290,847
Accumulated other comprehensive income, net of tax:
Net unrealized securities gains..................................        169,584          226,359
Retained earnings................................................      2,645,721        2,345,610
- -------------------------------------------------------------------------------------------------
Total stockholder's equity.......................................      3,106,632        2,865,816
- -------------------------------------------------------------------------------------------------
Total liabilities and stockholder's equity.......................  $  56,550,563    $  52,974,124
- -------------------------------------------------------------------------------------------------
</TABLE>
 
See accompanying notes.
 
                                                                             F-1
<PAGE>
IDS LIFE INSURANCE COMPANY
(A WHOLLY OWNED SUBSIDIARY OF AMERICAN EXPRESS FINANCIAL CORPORATION)
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                             YEARS ENDED DEC. 31,
                                                                      1998           1997            1996
CONSOLIDATED STATEMENTS OF INCOME                                               ($ thousands)
<S>                                                                <C>         <C>                <C>
- ------------------------------------------------------------------------------------------------------------
Revenues:
Premiums:
Traditional life insurance.......................................  $   53,132       $   52,473    $   51,403
Disability income and long-term care insurance...................     176,298          154,021       131,518
- ------------------------------------------------------------------------------------------------------------
Total premiums...................................................     229,430          206,494       182,921
- ------------------------------------------------------------------------------------------------------------
Policyholder and contractholder charges..........................     383,965          341,726       302,999
Management and other fees........................................     401,057          340,892       271,342
Net investment income............................................   1,986,485        1,988,389     1,965,362
Net realized gain (loss) on investments..........................       6,902              860          (159)
- ------------------------------------------------------------------------------------------------------------
Total revenues...................................................   3,007,839        2,878,361     2,722,465
- ------------------------------------------------------------------------------------------------------------
Benefits and expenses:
Death and other benefits:
Traditional life insurance.......................................      29,835           28,951        26,919
Universal life-type insurance and investment contracts...........     108,349           92,814        85,017
Disability income and long-term care insurance...................      27,414           22,333        19,185
Increase in liabilities for future policy benefits:
Traditional life insurance.......................................       6,052            3,946         1,859
Disability income and long-term care insurance...................      73,305           63,631        57,230
Interest credited on universal life-type insurance and investment
contracts........................................................   1,317,124        1,386,448     1,370,468
Amortization of deferred policy acquisition costs................     382,642          322,731       278,605
Other insurance and operating expenses...........................     287,326          276,596       261,468
- ------------------------------------------------------------------------------------------------------------
Total benefits and expenses......................................   2,232,047        2,197,450     2,100,751
- ------------------------------------------------------------------------------------------------------------
Income before income taxes.......................................     775,792          680,911       621,714
Income taxes.....................................................     235,681          206,664       207,138
- ------------------------------------------------------------------------------------------------------------
Net income.......................................................  $  540,111       $  474,247    $  414,576
- ------------------------------------------------------------------------------------------------------------
</TABLE>
 
See accompanying notes.
 
F-2
<PAGE>
IDS LIFE INSURANCE COMPANY
(A WHOLLY OWNED SUBSIDIARY OF AMERICAN EXPRESS FINANCIAL CORPORATION)
 
- --------------------------------------------------------------------------------
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                                    ACCUMULATED
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY                                                       OTHER
                                                               TOTAL                  ADDITIONAL    COMPREHENSIVE
                                                            STOCKHOLDER'S CAPITAL      PAID-IN       INCOME,      RETAINED
THREE YEARS ENDED DEC. 31, 1998 ($ thousands)                 EQUITY       STOCK       CAPITAL      NET OF TAX    EARNINGS
<S>                                                         <C>           <C>        <C>            <C>          <C>
- ---------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1995................................  $2,331,708     $3,000       $278,814    $ 230,129    $1,819,765
Comprehensive income:
Net income................................................     414,576         --             --           --       414,576
Unrealized holding losses arising during the year, net of
deferred policy acquisition costs of $10,325 and taxes of
$82,982...................................................    (154,111)        --             --     (154,111)           --
Reclassification adjustment for losses included in net
income, net of tax of $(5,429)............................      10,084         --             --       10,084            --
                                                            -----------                             ----------
Other comprehensive loss..................................    (144,027)        --             --     (144,027)           --
                                                            -----------
Comprehensive income......................................     270,549         --             --           --            --
Capital contribution from parent..........................       4,801         --          4,801           --            --
Other changes.............................................       2,022         --             --           --         2,022
Cash dividends to parent..................................    (165,000)        --             --           --      (165,000)
                                                            ---------------------------------------------------------------
Balance, December 31, 1996................................   2,444,080      3,000        283,615       86,102     2,071,363
Comprehensive income:
Net income................................................     474,247         --             --           --       474,247
Unrealized holding gains arising during the year, net of
effect on deferred policy acquisition costs of $(7,714)
and taxes of $(75,215)....................................     139,686         --             --      139,686            --
Reclassification adjustment for losses included in net
income, net of tax of $(308)..............................         571         --             --          571            --
                                                            -----------                             ----------
Other comprehensive income................................     140,257         --             --      140,257            --
                                                            -----------
Comprehensive income......................................     614,504         --             --           --            --
Capital contribution from parent..........................       7,232         --          7,232           --            --
Cash dividends to parent..................................    (200,000)        --             --           --      (200,000)
                                                            ---------------------------------------------------------------
Balance, December 31, 1997................................   2,865,816      3,000        290,847      226,359     2,345,610
Comprehensive income:
Net income................................................     540,111         --             --           --       540,111
Unrealized holding losses arising during the year, net of
effect on deferred policy acquisition costs of $6,333 and
taxes of $32,826..........................................     (60,964)        --             --      (60,964)           --
Reclassification adjustment for losses included in net
income, net of tax of $(2,254)............................       4,189         --             --        4,189            --
                                                            -----------                             ----------
Other comprehensive loss..................................     (56,775)        --             --      (56,775)           --
                                                            -----------
Comprehensive income......................................     483,336         --             --           --            --
Other changes.............................................      (2,520)        --         (2,520)          --            --
Cash dividends to parent..................................    (240,000)        --             --           --      (240,000)
                                                            ---------------------------------------------------------------
Balance, December 31, 1998................................  $3,106,632     $3,000       $288,327    $ 169,584    $2,645,721
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
 
See accompanying notes.
 
                                                                             F-3
<PAGE>
IDS LIFE INSURANCE COMPANY
(A WHOLLY OWNED SUBSIDIARY OF AMERICAN EXPRESS FINANCIAL CORPORATION)
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                             YEARS ENDED DEC. 31,
                                                                      1998           1997           1996
CONSOLIDATED STATEMENTS OF CASH FLOWS                                             (thousands)
<S>                                                                <C>           <C>             <C>
- ------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income.......................................................  $   540,111    $   474,247    $   414,576
Adjustments to reconcile net income to net cash provided by (used
in) operating activities:
Policy loan issuance, excluding universal life-type insurance....      (53,883)       (54,665)       (49,314)
Policy loan repayment, excluding universal life-type insurance...       57,902         46,015         41,179
Change in amounts recoverable from reinsurers....................      (56,544)       (47,994)       (43,335)
Change in other accounts receivable..............................      (10,068)         6,194         (4,981)
Change in accrued investment income..............................       (9,184)       (14,077)         4,695
Change in deferred policy acquisition costs, net.................      (10,443)      (156,486)      (294,755)
Change in liabilities for future policy benefits for traditional
life, disability income and long-term care insurance.............      138,826        112,915         97,479
Change in policy claims and other policyholders' funds...........        1,964        (15,289)        27,311
Change in deferred income tax provision (benefit)................      (19,122)        19,982        (65,609)
Change in other liabilities......................................       64,902         13,305         46,724
Amortization of premium (accretion of discount), net.............        9,170         (5,649)       (23,032)
Net realized (gain) loss on investments..........................       (6,902)          (860)           159
Policyholder and contractholder charges, non-cash................     (172,396)      (160,885)      (154,286)
Other, net.......................................................       10,786          7,161        (10,816)
- ------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) operating activities..............  $   485,119    $   223,914    $   (14,005)
- ------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Fixed maturities held to maturity:
Purchases........................................................  $    (1,020)   $    (1,996)   $   (43,751)
Maturities, sinking fund payments and calls......................    1,162,731        686,503        759,248
Sales............................................................      236,963        236,761        279,506
Fixed maturities available for sale:
Purchases........................................................   (4,100,238)    (3,160,133)    (2,299,198)
Maturities, sinking fund payments and calls......................    2,967,311      1,206,213      1,270,240
Sales............................................................      278,955        457,585        238,905
Other investments, excluding policy loans:
Purchases........................................................     (555,647)      (524,521)      (904,536)
Sales............................................................      579,038        335,765        236,912
Change in amounts due from brokers...............................        8,073          2,647        (11,047)
Change in amounts due to brokers.................................     (186,052)       119,471        140,369
- ------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) investing activities..............      390,114       (641,705)      (333,352)
- ------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Activity related to universal life-type insurance and
investment contracts:
Considerations received..........................................    1,873,624      2,785,758      3,567,586
Surrenders and death benefits....................................   (3,792,612)    (3,736,242)    (4,250,294)
Interest credited to account balances............................    1,317,124      1,386,448      1,370,468
Universal life-type insurance policy loans:
Issuance.........................................................      (97,602)       (84,835)       (86,501)
Repayment........................................................       67,000         54,513         58,753
Capital transaction with parent..................................           --          7,232          4,801
Dividends paid...................................................     (240,000)      (200,000)      (165,000)
- ------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities........................     (872,466)       212,874        499,813
- ------------------------------------------------------------------------------------------------------------
Net (decrease) increase in cash and cash equivalents.............        2,767       (204,917)       152,456
Cash and cash equivalents at beginning of year...................       19,686        224,603         72,147
- ------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year.........................  $    22,453    $    19,686    $   224,603
- ------------------------------------------------------------------------------------------------------------
</TABLE>
 
See accompanying notes.
 
F-4
<PAGE>
IDS LIFE INSURANCE COMPANY
(A WHOLLY OWNED SUBSIDIARY OF AMERICAN EXPRESS FINANCIAL CORPORATION)
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ THOUSANDS)
- -----------------------------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
NATURE OF BUSINESS
IDS Life Insurance Company (the Company) is a stock life insurance company
organized under the laws of the State of Minnesota. The Company is a wholly
owned subsidiary of American Express Financial Corporation (AEFC), which is a
wholly owned subsidiary of American Express Company. The Company serves
residents of all states except New York. IDS Life Insurance Company of New York
is a wholly owned subsidiary of the Company and serves New York State residents.
The Company also wholly owns American Enterprise Life Insurance Company,
American Centurion Life Assurance Company, American Partners Life Insurance
Company and American Express Corporation.
 
The Company's principal products are deferred annuities and universal life
insurance, which are issued primarily to individuals. It offers single premium
and flexible premium deferred annuities on both a fixed and variable dollar
basis. Immediate annuities are offered as well. The Company's insurance products
include universal life (fixed and variable), whole life, single premium life and
term products (including waiver of premium and accidental death benefits). The
Company also markets disability income and long-term care insurance.
 
BASIS OF PRESENTATION
The accompanying consolidated financial statements include the accounts of the
Company and its wholly owned subsidiaries. All material intercompany accounts
and transactions have been eliminated in consolidation.
 
The accompanying consolidated financial statements have been prepared in
conformity with generally accepted accounting principles which vary in certain
respects from reporting practices prescribed or permitted by state insurance
regulatory authorities (see Note 4).
 
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
 
INVESTMENTS
Fixed maturities that the Company has both the positive intent and the ability
to hold to maturity are classified as held to maturity and carried at amortized
cost. All other fixed maturities and all marketable equity securities are
classified as available for sale and carried at fair value. Unrealized gains and
losses on securities classified as available for sale are reported as a separate
component of other comprehensive income, net of deferred policy acquisition
costs and deferred taxes.
 
Realized investment gain or loss is determined on an identified cost basis.
 
Prepayments are anticipated on certain investments in mortgage-backed securities
in determining the constant effective yield used to recognize interest income.
Prepayment estimates are based on information received from brokers who deal in
mortgage-backed securities.
 
Mortgage loans on real estate are carried at amortized cost less reserves for
mortgage loan losses. The estimated fair value of the mortgage loans is
determined by a discounted cash flow analysis using mortgage interest rates
currently offered for mortgages of similar maturities.
 
Impairment of mortgage loans is measured as the excess of a 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 mortgage
loan losses. The reserve for mortgage loan losses is maintained at a level that
management believes is adequate to absorb estimated losses in the portfolio. The
level of the reserve account is determined based on several factors, including
historical
 
                                                                             F-5
<PAGE>
IDS LIFE INSURANCE COMPANY
(A WHOLLY OWNED SUBSIDIARY OF AMERICAN EXPRESS FINANCIAL CORPORATION)
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ THOUSANDS) (CONTINUED)
- --------------------------------------------------------------------------------
 
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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
mortgage loan losses.
 
The Company generally stops accruing interest on mortgage loans for which
interest payments are delinquent more than three months. 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.
 
The cost of interest rate caps and floors is amortized to investment income over
the life of the contracts and payments received as a result of these agreements
are recorded as investment income when realized. The amortized cost of interest
rate caps and floors is included in other investments. Amounts paid or received
under interest rate swap agreements are recognized as an adjustment to
investment income.
 
The Company purchases and writes index options to hedge the fee income earned on
the management of equity securities in separate accounts and the underlying
mutual funds. These index options are carried at market value and are included
in other investments or other liabilities, as appropriate. Gains or losses on
index options that qualify as hedges are deferred and recognized in management
and other fees in the same period as the hedged fee income. Gains or losses on
index options that do not qualify as hedges are marked to market through the
income statement.
 
The Company also uses index options to manage the risks related to a certain
annuity product that pays interest based upon the relative change in a major
stock market index between the beginning and end of the product's term.
Purchased options used in conjunction with this product are reported in other
investments and written options are included in other liabilities. The
amortization of the cost of purchased options, the proceeds of written options
and the changes in intrinsic value of the contracts are included in net
investment income.
 
Policy loans are carried at the aggregate of the unpaid loan balances which do
not exceed the cash surrender values of the related policies.
 
When evidence indicates a decline, which is other than temporary, in the
underlying value or earning power of individual investments, such investments
are written down to the fair value by a charge to income.
 
STATEMENTS OF CASH FLOWS
The Company considers investments with a maturity at the date of their
acquisition of three months or less to be cash equivalents. These securities are
carried principally at amortized cost, which approximates fair value.
 
Supplementary information to the consolidated statements of cash flows for the
years ended December 31 is summarized as follows:
 
<TABLE>
<CAPTION>
                                       1998      1997      1996
<S>                                  <C>       <C>       <C>
- -----------------------------------------------------------------
CASH PAID DURING THE YEAR FOR:
Income taxes.......................  $215,003  $174,472  $317,283
Interest on borrowings.............    14,529     8,213     4,119
- -----------------------------------------------------------------
</TABLE>
 
RECOGNITION OF PROFITS ON ANNUITY CONTRACTS AND INSURANCE POLICIES
Profits on fixed deferred annuities are recognized by the Company over the lives
of the contracts, using primarily the interest method. Profits represent the
excess of investment income earned from investment of contract considerations
over interest credited to contract owners and other expenses.
 
F-6
<PAGE>
IDS LIFE INSURANCE COMPANY
(A WHOLLY OWNED SUBSIDIARY OF AMERICAN EXPRESS FINANCIAL CORPORATION)
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ THOUSANDS) (CONTINUED)
- --------------------------------------------------------------------------------
 
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The retrospective deposit method is used in accounting for universal life-type
insurance. Under this method, profits are recognized over the lives of the
policies in proportion to the estimated gross profits expected to be realized.
 
Premiums on traditional life, disability income and long-term care insurance
policies are recognized as revenue when due, and related benefits and expenses
are associated with premium revenue in a manner that results in recognition of
profits over the lives of the insurance policies. This association is
accomplished by means of the provision for future policy benefits and the
deferral and subsequent amortization of policy acquisition costs.
 
Policyholder and contractholder charges include the monthly cost of insurance
charges, issue and administrative fees and surrender charges. These charges also
include the minimum death benefit guarantee fees received from the variable life
insurance separate accounts. Management and other fees include investment
management fees from underlying proprietary mutual funds and mortality and
expense risk fees received from the variable annuity and variable life insurance
separate accounts.
 
DEFERRED POLICY ACQUISITION COSTS
The costs of acquiring new business, principally sales compensation, policy
issue costs, underwriting and certain sales expenses, have been deferred on
insurance and annuity contracts. The deferred acquisition costs for most single
premium deferred annuities and installment annuities are amortized using
primarily the interest method. The costs for universal life-type insurance and
certain installment annuities are amortized as a percentage of the estimated
gross profits expected to be realized on the policies. For traditional life,
disability income and long-term care insurance policies, the costs are amortized
over an appropriate period in proportion to premium revenue.
 
LIABILITIES FOR FUTURE POLICY BENEFITS
Liabilities for universal life-type insurance and deferred annuities are
accumulation values.
 
Liabilities for fixed annuities in a benefit status are based on established
industry mortality tables and interest rates ranging from 5% to 9.5%, depending
on year of issue.
 
Liabilities for future benefits on traditional life insurance are based on the
net level premium method, using anticipated mortality, policy persistency and
interest earning rates. Anticipated mortality rates are based on established
industry mortality tables. Anticipated policy persistency rates vary by policy
form, issue age and policy duration with persistency on cash value plans
generally anticipated to be better than persistency on term insurance plans.
Anticipated interest rates range from 4% to 10%, depending on policy form, issue
year and policy duration.
 
Liabilities for future disability income and long-term care policy benefits
include both policy reserves and claim reserves. Policy reserves are based on
the net level premium method, using anticipated morbidity, mortality, policy
persistency and interest earning rates. Anticipated morbidity and mortality
rates are based on established industry morbidity and mortality tables.
Anticipated policy persistency rates vary by policy form, issue age, policy
duration and, for disability income policies, occupation class. Anticipated
interest rates for disability income and long-term care policy reserves are 3%
to 9.5% at policy issue and grade to ultimate rates of 5% to 7% over 5 to 10
years.
 
Claim reserves are calculated based on claim continuance tables and anticipated
interest earnings. Anticipated claim continuance rates are based on established
industry tables. Anticipated interest rates for claim reserves for both
disability income and long-term care range from 6% to 8%.
 
REINSURANCE
The maximum amount of life insurance risk retained by the Company on any one
life is $750 of life benefit plus $50 of accidental death benefits. The maximum
amount of life insurance risk retained on any joint-life
 
                                                                             F-7
<PAGE>
IDS LIFE INSURANCE COMPANY
(A WHOLLY OWNED SUBSIDIARY OF AMERICAN EXPRESS FINANCIAL CORPORATION)
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ THOUSANDS) (CONTINUED)
- --------------------------------------------------------------------------------
 
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
combination is $1,500. The excesses are reinsured with other life insurance
companies, primarily on a yearly renewable term basis. Long-term care policies
are primarily reinsured on a coinsurance basis. Beginning in 1998, the Company
retains all disability income and waiver of premium risk.
 
FEDERAL INCOME TAXES
The Company's taxable income is included in the consolidated federal income tax
return of American Express Company. The Company provides for income taxes on a
separate return basis, except that, under an agreement between AEFC and American
Express Company, tax benefit is recognized for losses to the extent they can be
used on the consolidated tax return. It is the policy of AEFC and its
subsidiaries that AEFC will reimburse subsidiaries for all tax benefits.
 
Included in other liabilities at December 31, 1998 and 1997 are $26,291 payable
to and $12,061, receivable from, respectively, AEFC for federal income taxes.
 
SEPARATE ACCOUNT BUSINESS
The separate account assets and liabilities represent funds held for the
exclusive benefit of the variable annuity and variable life insurance contract
owners. The Company receives investment management fees from the proprietary
mutual funds used as investment options for variable annuities and variable life
insurance. The Company receives mortality and expense risk fees from the
separate accounts.
 
The Company makes contractual mortality assurances to the variable annuity
contract owners that the net assets of the separate accounts will not be
affected by future variations in the actual life expectancy experience of the
annuitants and beneficiaries from the mortality assumptions implicit in the
annuity contracts. The Company makes periodic fund transfers to, or withdrawals
from, the separate account assets for such actuarial adjustments for variable
annuities that are in the benefit payment period. The Company also guarantees
that the rates at which administrative fees are deducted from contract funds
will not exceed contractual maximums.
 
For variable life insurance, the Company guarantees that the rates at which
insurance charges and administrative fees are deducted from contract funds will
not exceed contractual maximums. The Company also guarantees that the death
benefit will continue payable at the initial level regardless of investment
performance so long as minimum premium payments are made.
 
ACCOUNTING CHANGES
Effective January 1, 1998, the Company adopted SFAS No. 130, "Reporting
Comprehensive Income." SFAS No. 130 requires the reporting and display of
comprehensive income and its components. Comprehensive income is defined as the
aggregate change in stockholder's equity excluding changes in ownership
interests. For the Company, it is net income and the unrealized gains or losses
on available-for-sale securities, net of the effect on deferred policy
acquisition costs, taxes and reclassification adjustment.
 
In March 1998, the American Institute of Certified Public Accountants (AICPA)
issued Statement of Position (SOP) 98-1, "Accounting for Costs of Computer
Software Developed or Obtained for Internal Use." The SOP, which is effective
January 1, 1999, requires the capitalization of certain costs incurred after the
date of adoption to develop or obtain software for internal use. Software
utilized by the Company is owned by AEFC and will be capitalized by AEFC. As a
result, the new rule will not have a material impact on the Company's results of
operations or financial condition.
 
In December 1997, the AICPA issued SOP 97-3, "Accounting by Insurance and Other
Enterprises for Insurance-Related Assessments," providing guidance for the
timing of recognition of liabilities related to guaranty fund assessments. The
Company will adopt the SOP on January 1, 1999. The Company has historically
carried a balance
 
F-8
<PAGE>
IDS LIFE INSURANCE COMPANY
(A WHOLLY OWNED SUBSIDIARY OF AMERICAN EXPRESS FINANCIAL CORPORATION)
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ THOUSANDS) (CONTINUED)
- --------------------------------------------------------------------------------
 
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
in other liabilities on the balance sheet for potential guaranty fund assessment
exposure. Adoption of the SOP will not have a material impact on the Company's
results of operations or financial condition.
 
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities," which is effective January 1, 2000. This Statement
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities. It requires that an entity recognize all derivatives as
either assets or liabilities in the balance sheet and measure those instruments
at fair value. The accounting for changes in the fair value of a derivative
depends on the intended use of the derivative and the resulting designation.
Earlier application of all of the provisions of this Statement is encouraged,
but it is permitted only as of the beginning of any fiscal quarter that begins
after issuance of the Statement. This Statement cannot be applied retroactively.
The ultimate financial impact of the new rule will be measured based on the
derivatives in place at adoption and cannot be estimated at this time.
 
RECLASSIFICATION
Certain 1997 and 1996 amounts have been reclassified to conform to the 1998
presentation.
 
- --------------------------------------------------------------------------------
2. INVESTMENTS
 
Fair values of investments in fixed maturities represent quoted market prices
and estimated values when quoted prices are not available. Estimated values are
determined by established procedures involving, among other things, review of
market indices, price levels of current offerings of comparable issues, price
estimates and market data from independent brokers and financial files.
 
The amortized cost, gross unrealized gains and losses and fair values of
investments in fixed maturities and equity securities at December 31, 1998 are
as follows:
 
<TABLE>
<CAPTION>
                                                               GROSS         GROSS
                                                AMORTIZED   UNREALIZED    UNREALIZED        FAIR
HELD TO MATURITY                                  COST         GAINS        LOSSES         VALUE
<S>                                            <C>          <C>           <C>           <C>
- ----------------------------------------------------------------------------------------------------
U.S. Government agency obligations...........  $   39,888     $  4,460      $     --    $     44,348
State and municipal obligations..............       9,683          491            --          10,173
Corporate bonds and obligations..............   6,305,476      447,752        27,087       6,726,141
Mortgage-backed securities...................   1,609,067       30,458           152       1,639,373
- ----------------------------------------------------------------------------------------------------
                                               $7,964,114     $483,161      $ 27,239    $  8,420,035
- ----------------------------------------------------------------------------------------------------
</TABLE>
 
<TABLE>
<CAPTION>
                                                               GROSS         GROSS
                                                AMORTIZED   UNREALIZED    UNREALIZED        FAIR
AVAILABLE FOR SALE                                COST         GAINS        LOSSES         VALUE
<S>                                            <C>          <C>           <C>           <C>
- ----------------------------------------------------------------------------------------------------
U.S. Government agency obligations...........  $   52,043     $  3,324      $     --    $     55,367
State and municipal obligations..............      11,060        1,231            --          12,291
Corporate bonds and obligations..............   7,332,344      271,174       155,181       7,448,337
Mortgage-backed securities...................   5,949,502      151,511         3,869       6,097,144
- ----------------------------------------------------------------------------------------------------
Total fixed maturities.......................  13,344,949      427,240       159,050      13,613,139
Equity securities............................       3,000          158            --           3,158
- ----------------------------------------------------------------------------------------------------
                                               $13,347,949    $427,398      $159,050    $ 13,616,297
- ----------------------------------------------------------------------------------------------------
</TABLE>
 
                                                                             F-9
<PAGE>
IDS LIFE INSURANCE COMPANY
(A WHOLLY OWNED SUBSIDIARY OF AMERICAN EXPRESS FINANCIAL CORPORATION)
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ THOUSANDS) (CONTINUED)
- --------------------------------------------------------------------------------
 
2. INVESTMENTS (CONTINUED)
The amortized cost, gross unrealized gains and losses and fair values of
investmentsin fixed maturities and equity securities at December 31, 1997 are as
follows:
 
<TABLE>
<CAPTION>
                                                               GROSS         GROSS
                                                AMORTIZED   UNREALIZED    UNREALIZED
HELD TO MATURITY                                  COST         GAINS        LOSSES       FAIR VALUE
<S>                                            <C>          <C>           <C>           <C>
- -----------------------------------------------------------------------------------------------------
U.S. Government agency obligations...........  $   41,932     $  2,949      $    --     $      44,881
State and municipal obligations..............       9,684          568           --            10,252
Corporate bonds and obligations..............   7,280,646      415,700        9,322         7,687,024
Mortgage-backed securities...................   1,983,188       25,976        7,911         2,001,253
- -----------------------------------------------------------------------------------------------------
                                               $9,315,450     $445,193      $17,233     $   9,743,410
- -----------------------------------------------------------------------------------------------------
</TABLE>
 
<TABLE>
<CAPTION>
                                                               GROSS         GROSS
                                                AMORTIZED   UNREALIZED    UNREALIZED        FAIR
AVAILABLE FOR SALE                                COST         GAINS        LOSSES          VALUE
<S>                                            <C>          <C>           <C>           <C>
- -----------------------------------------------------------------------------------------------------
U.S. Government agency obligations...........  $   65,291     $  4,154      $    --     $      69,445
State and municipal obligations..............      11,045        1,348           --            12,393
Corporate bonds and obligations..............   5,308,129      232,761       30,198         5,510,692
Mortgage-backed securities...................   7,130,565      160,478        6,879         7,284,164
- -----------------------------------------------------------------------------------------------------
Total fixed maturities.......................  12,515,030      398,741       37,077        12,876,694
Equity securities............................       3,000          361           --             3,361
- -----------------------------------------------------------------------------------------------------
                                               $12,518,030    $399,102      $37,077     $  12,880,055
- -----------------------------------------------------------------------------------------------------
</TABLE>
 
The amortized cost and fair value of investments in fixed maturities at December
31, 1998 by contractual maturity are shown below. Expected maturities will
differ from contractual maturities because borrowers may have the right to call
or prepay obligations with or without call or prepayment penalties.
 
<TABLE>
<CAPTION>
                                           AMORTIZED      FAIR
HELD TO MATURITY                             COST         VALUE
<S>                                       <C>          <C>
- ------------------------------------------------------------------
Due in one year or less.................  $  354,296   $   359,020
Due from one to five years..............   2,111,369     2,249,847
Due from five to ten years..............   3,012,227     3,189,789
Due in more than ten years..............     877,155       982,006
Mortgage-backed securities..............   1,609,067     1,639,373
- ------------------------------------------------------------------
                                          $7,964,114   $ 8,420,035
- ------------------------------------------------------------------
</TABLE>
 
<TABLE>
<CAPTION>
                                           AMORTIZED      FAIR
AVAILABLE FOR SALE                           COST         VALUE
<S>                                       <C>          <C>
- ------------------------------------------------------------------
Due in one year or less.................  $  102,463   $   104,475
Due from one to five years..............     682,336       725,859
Due from five to ten years..............   3,904,326     4,044,378
Due in more than ten years..............   2,718,659     2,654,382
Mortgage-backed securities..............   5,937,165     6,084,045
- ------------------------------------------------------------------
                                          $13,344,949  $13,613,139
- ------------------------------------------------------------------
</TABLE>
 
During the years ended December 31, 1998, 1997 and 1996, fixed maturities
classified as held to maturity were sold with amortized cost of $230,036,
$229,848 and $277,527, respectively. Net gains and losses on these sales were
not significant. The sale of these fixed maturities was due to significant
deterioration in the issuers' credit worthiness.
 
Fixed maturities available for sale were sold during 1998 with proceeds of
$278,955 and gross realized gains and losses of $15,658 and $22,102,
respectively. Fixed maturities
 
F-10
<PAGE>
IDS LIFE INSURANCE COMPANY
(A WHOLLY OWNED SUBSIDIARY OF AMERICAN EXPRESS FINANCIAL CORPORATION)
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ THOUSANDS) (CONTINUED)
- --------------------------------------------------------------------------------
 
2. INVESTMENTS (CONTINUED)
available for sale were sold during 1997 with proceeds of $457,585 and gross
realized gains and losses of $6,639 and $7,518, respectively. Fixed maturities
available for sale were sold during 1996 with proceeds of $238,905 and gross
realized gains and losses of $571 and $16,084, respectively.
 
At December 31, 1998, bonds carried at $14,302 were on deposit with various
states as required by law.
 
At December 31, 1998, investments in fixed maturities comprised 83 percent of
the Company's total invested assets. These securities are rated by Moody's and
Standard & Poor's (S&P), except for securities carried at approximately $3.6
billion which are rated by AEFC's internal analysts using criteria similar to
Moody's and S&P. A summary of investments in fixed maturities, at amortized
cost, by rating on December 31 is as follows:
 
<TABLE>
<CAPTION>
RATING                                       1998         1997
<S>                                       <C>          <C>
- ------------------------------------------------------------------
Aaa/AAA.................................  $ 7,629,628  $ 9,195,619
Aaa/AA..................................        2,277           --
Aa/AA...................................      308,053      232,451
Aa/A....................................      301,325      246,792
A/A.....................................    2,525,283    2,787,936
A/BBB...................................    1,148,736    1,200,345
Baa/BBB.................................    6,237,014    5,226,616
Baa/BB..................................      492,696      475,084
Below investment grade..................    2,664,051    2,465,637
- ------------------------------------------------------------------
                                          $21,309,063  $21,830,480
- ------------------------------------------------------------------
</TABLE>
 
At December 31, 1998, 93 percent of the securities rated Aaa/AAA are GNMA, FNMA
and FHLMC mortgage-backed securities. No holdings of any other issuer are
greater than one percent of the Company's total investments in fixed maturities.
At December 31, 1998, approximately 13 percent of the Company's invested assets
were mortgage loans on real estate. Summaries of mortgage loans by region of the
United States and by type of real estate are as follows:
 
<TABLE>
<CAPTION>
                                   DECEMBER 31, 1998            DECEMBER 31, 1997
- --------------------------------------------------------------------------------------
                                ON BALANCE  COMMITMENTS     ON BALANCE    COMMITMENTS
REGION                            SHEET     TO PURCHASE       SHEET       TO PURCHASE
<S>                             <C>         <C>            <C>            <C>
- --------------------------------------------------------------------------------------
East North Central............  $ 750,705     $ 16,393     $  748,372       $ 32,462
West North Central............    491,006       81,648        456,934         14,340
South Atlantic................    839,233       21,020        922,172         14,619
Middle Atlantic...............    476,448        6,169        545,601         15,507
New England...................    263,761        2,824        316,250          2,136
Pacific.......................    195,851       16,946        184,917          3,204
West South Central............    136,841        1,412        125,227             --
East South Central............     46,029           --         60,274             --
Mountain......................    345,379        8,473        297,545         28,717
- --------------------------------------------------------------------------------------
                                3,545,253      154,885      3,657,292        110,985
Less allowance for losses.....     39,795           --         38,645             --
- --------------------------------------------------------------------------------------
                                $3,505,458    $154,885     $3,618,647       $110,985
- --------------------------------------------------------------------------------------
</TABLE>
 
                                                                            F-11
<PAGE>
IDS LIFE INSURANCE COMPANY
(A WHOLLY OWNED SUBSIDIARY OF AMERICAN EXPRESS FINANCIAL CORPORATION)
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ THOUSANDS) (CONTINUED)
- --------------------------------------------------------------------------------
 
2. INVESTMENTS (CONTINUED)
 
<TABLE>
<CAPTION>
                                     DECEMBER 31, 1998             DECEMBER 31, 1997
- -----------------------------------------------------------------------------------------
                                 ON BALANCE    COMMITMENTS     ON BALANCE    COMMITMENTS
PROPERTY TYPE                      SHEET       TO PURCHASE       SHEET       TO PURCHASE
<S>                             <C>            <C>            <C>            <C>
- -----------------------------------------------------------------------------------------
Department/retail stores......  $ 1,139,349    $    59,305    $ 1,189,203    $    27,314
Apartments....................      960,808          9,272      1,089,127         16,576
Office buildings..............      783,576         50,450        716,729         34,546
Industrial buildings..........      298,549         13,263        295,889         21,200
Hotels/motels.................      109,185         14,122        101,052             --
Medical buildings.............      124,369             --         99,979          9,748
Nursing/retirement homes......       46,696             --         72,359             --
Mixed Use.....................       65,151             --         71,007             --
Other.........................       17,570          8,473         21,947          1,601
- -----------------------------------------------------------------------------------------
                                  3,545,253        154,885      3,657,292        110,985
Less allowance for losses.....       39,795             --         38,645             --
- -----------------------------------------------------------------------------------------
                                $ 3,505,458    $   154,885    $ 3,618,647    $   110,985
- -----------------------------------------------------------------------------------------
</TABLE>
 
Mortgage loan fundings are restricted by state insurance regulatory authorities
to 80 percent or less of the market value of the real estate at the time of
origination of the loan. The Company holds the mortgage document, which gives it
the right to take possession of the property if the borrower fails to perform
according to the terms of the agreement. Commitments to purchase mortgages are
made in the ordinary course of business. The fair value of the mortgage
commitments is $nil.
 
At December 31, 1998 and 1997, the Company's recorded investment in impaired
loans was $24,941 and $45,714, respectively, with allowances of $6,662 and
$9,812, respectively. During 1998 and 1997, the average recorded investment in
impaired loans was $37,873 and $61,870, respectively.
The Company recognized $1,809, $2,981and $4,889 of interest income related to
impaired loans for the years ended December 31, 1998, 1997 and 1996
respectively.
 
The following table presents changes in the allowance for investment losses
related to all loans:
 
<TABLE>
<CAPTION>
                                      1998     1997     1996
<S>                                  <C>      <C>      <C>
- --------------------------------------------------------------
Balance, January 1.................  $38,645  $37,495  $37,340
Provision for investment losses....    7,582    8,801   10,005
Loan payoffs.......................     (800)  (3,851)  (4,700)
Foreclosures and writeoffs.........   (5,632)  (3,800)  (5,150)
- --------------------------------------------------------------
Balance, December 31...............  $39,795  $38,645  $37,495
- --------------------------------------------------------------
</TABLE>
 
At December 31, 1998, the Company had commitments to purchase investments other
than mortgage loans for $223,011. Commitments to purchase investments are
made in the ordinary course of business. The fair value of these commitments is
$nil.
 
Net investment income for the years ended December 31 is summarized as follows:
 
<TABLE>
<CAPTION>
                                        1998        1997        1996
<S>                                  <C>         <C>         <C>
- -----------------------------------------------------------------------
Interest on fixed maturities.......  $1,676,984  $1,692,481  $1,666,929
Interest on mortgage loans.........     301,253     305,742     283,830
Other investment income............      43,518      25,089      43,283
Interest on cash equivalents.......       5,486       5,914       5,754
- -----------------------------------------------------------------------
                                      2,027,241   2,029,226   1,999,796
Less investment expenses...........      40,756      40,837      34,434
- -----------------------------------------------------------------------
                                     $1,986,485  $1,988,389  $1,965,362
- -----------------------------------------------------------------------
</TABLE>
 
F-12
<PAGE>
IDS LIFE INSURANCE COMPANY
(A WHOLLY OWNED SUBSIDIARY OF AMERICAN EXPRESS FINANCIAL CORPORATION)
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ THOUSANDS) (CONTINUED)
- --------------------------------------------------------------------------------
 
2. INVESTMENTS (CONTINUED)
Net realized gain (loss) on investments for the years ended December 31 is
summarized as follows:
 
<TABLE>
<CAPTION>
                                      1998     1997     1996
<S>                                  <C>      <C>      <C>
- --------------------------------------------------------------
Fixed maturities...................  $12,084  $16,115  $ 8,736
Mortgage loans.....................   (5,933)  (6,424)  (8,745)
Other investments..................      751   (8,831)    (150)
- --------------------------------------------------------------
                                     $ 6,902  $   860  $  (159)
- --------------------------------------------------------------
</TABLE>
 
Changes in net unrealized appreciation (depreciation) of investments for the
years ended December 31 are summarized as follows:
 
<TABLE>
<CAPTION>
                                            1998      1997       1996
<S>                                       <C>       <C>        <C>
- ------------------------------------------------------------------------
Fixed maturities available for sale.....  $(93,474) $ 223,441  $(231,853)
Equity securities.......................      (203)        53        (52)
- ------------------------------------------------------------------------
</TABLE>
 
- --------------------------------------------------------------------------------
3. INCOME TAXES
 
The Company qualifies as a life insurance company for federal income tax
purposes. As such, the Company is subject to the
Internal Revenue Code provisions applicable to life insurance companies.
 
The income tax expense (benefit) for the years ended December 31 consists of the
following:
 
<TABLE>
<CAPTION>
                                       1998      1997      1996
<S>                                  <C>       <C>       <C>
- -----------------------------------------------------------------
Federal income taxes:
Current............................  $244,946  $176,879  $260,357
Deferred...........................   (16,602)   19,982   (65,609)
- -----------------------------------------------------------------
                                      228,344   196,861   194,748
State income taxes-current.........     7,337     9,803    12,390
- -----------------------------------------------------------------
Income tax expense.................  $235,681  $206,664  $207,138
- -----------------------------------------------------------------
</TABLE>
 
Increases (decreases) to the federal tax provision applicable to pretax income
based on the statutory rate are attributable to:
 
<TABLE>
<CAPTION>
                                                                     1998                 1997                 1996
- --------------------------------------------------------------------------------------------------------------------------
                                                              PROVISION    RATE    PROVISION    RATE    PROVISION    RATE
<S>                                                           <C>          <C>     <C>          <C>     <C>          <C>
- --------------------------------------------------------------------------------------------------------------------------
Federal income taxes based
on the statutory rate.......................................   $271,527    35.0%    $238,319    35.0%    $217,600    35.0%
(Decreases) increases are attributable to:
Tax-excluded interest and dividend income...................    (12,289)   (1.6)     (10,294)   (1.5)      (9,636)   (1.5)
State taxes, net of federal benefit.........................      4,769      .6        6,372      .9        8,053     1.3
Affordable housing credits..................................    (19,688)   (2.5)     (20,705)   (3.0)      (5,090)    (.8)
Other, net..................................................     (8,638)   (1.1)      (7,028)   (1.0)      (3,789)    (.7)
- --------------------------------------------------------------------------------------------------------------------------
Federal income taxes........................................   $235,681    30.4%    $206,664    30.4%    $207,138    33.3%
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
 
A portion of life insurance company income earned prior to 1984 was not subject
to current taxation but was accumulated, for tax purposes, in a policyholders'
surplus account. At December 31, 1998, the Company had a policyholders' surplus
account balance of $20,114. The policyholders' surplus account is only
 
                                                                            F-13
<PAGE>
IDS LIFE INSURANCE COMPANY
(A WHOLLY OWNED SUBSIDIARY OF AMERICAN EXPRESS FINANCIAL CORPORATION)
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ THOUSANDS) (CONTINUED)
- --------------------------------------------------------------------------------
 
3. INCOME TAXES (CONTINUED)
taxable if dividends to the stockholder exceed the stockholder's surplus account
or if the Company is liquidated. Deferred income taxes of $7,040 have not been
established because no distributions of such amounts are contemplated.
 
Significant components of the Company's deferred tax assets and liabilities as
of December 31 are as follows:
 
<TABLE>
<CAPTION>
                                                           1998      1997
<S>                                                      <C>       <C>
- ---------------------------------------------------------------------------
Deferred tax assets:
Policy reserves........................................  $756,769  $748,204
Life insurance guaranty fund assessment reserve........    15,289    20,101
Other..................................................     4,253     9,589
- ---------------------------------------------------------------------------
Total deferred tax assets..............................   776,311   777,894
- ---------------------------------------------------------------------------
Deferred tax liabilities:
Deferred policy acquisition costs......................   698,471   700,032
Unrealized gain on investments.........................    91,315   121,885
Investments, other.....................................     3,455    17,559
- ---------------------------------------------------------------------------
Total deferred tax liabilities.........................   793,241   839,476
- ---------------------------------------------------------------------------
Net deferred tax liabilities...........................  $ 16,930  $ 61,582
- ---------------------------------------------------------------------------
</TABLE>
 
The Company is required to establish a valuation allowance for any portion of
the deferred tax assets that management believes will not be realized. In the
opinion of management, it is more likely than not that the Company will realize
the benefit of the deferred tax assets and, therefore, no such valuation
allowance has been established.
 
- --------------------------------------------------------------------------------
4. STOCKHOLDER'S EQUITY
 
Retained earnings available for distribution as dividends to the parent are
limited to the Company's surplus as determined in accordance with accounting
practices prescribed by state insurance regulatory authorities. Statutory
unassigned surplus aggregated $1,598,203 as of December 31, 1998 and $1,468,677
as of December 31, 1997 (see Note 3 with respect to the income tax effect of
certain distributions). In addition, any dividend distributions in 1999 in
excess of approximately $353,933 would require approval of the Department of
Commerce of the State of Minnesota.
 
Statutory net income for the years ended December 31 and capital and surplus as
of December 31 are summarized as follows:
 
<TABLE>
<CAPTION>
                                        1998        1997        1996
<S>                                  <C>         <C>         <C>
- -----------------------------------------------------------------------
Statutory net income...............  $  429,903  $  379,615  $  365,585
Statutory capital and surplus......   1,883,405   1,765,290   1,565,082
- -----------------------------------------------------------------------
</TABLE>
 
F-14
<PAGE>
IDS LIFE INSURANCE COMPANY
(A WHOLLY OWNED SUBSIDIARY OF AMERICAN EXPRESS FINANCIAL CORPORATION)
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ THOUSANDS) (CONTINUED)
- -----------------------------------------------------------------
5. RELATED PARTY TRANSACTIONS
 
The Company loans funds to AEFC under a collateral loan agreement. The balance
of the loan was $nil at December 31, 1998 and 1997. This loan can be increased
to a maximum of $75,000 and pays interest at a rate equal to the preceding
month's effective new money rate for the Company's permanent investments.
Interest income on related party loans totaled $nil, $103 and $780 in 1998, 1997
and 1996, respectively.
 
The Company participates in the American Express Company Retirement Plan which
covers all permanent employees age 21 and over who have met certain employment
requirements. Employer contributions to the plan are based on participants' age,
years of service and total compensation for the year. Funding of retirement
costs for this plan complies with the applicable minimum funding requirements
specified by ERISA. The Company's share of the total net periodic pension cost
was $211, $201 and $174 in 1998, 1997 and 1996, respectively.
 
The Company also participates in defined contribution pension plans of American
Express Company which cover all employees who have met certain employment
requirements. Company contributions to the plans are a percent of either each
employee's eligible compensation or basic contributions. Costs of these plans
charged to operations in 1998, 1997 and 1996 were $1,503, $1,245 and $990,
respectively.
 
The Company participates in defined benefit health care plans of AEFC that
provide health care and life insurance benefits to retired employees and retired
financial advisors. The plans include participant contributions and service
related eligibility requirements. Upon retirement, such employees are considered
to have been employees of AEFC. AEFC expenses these benefits and allocates the
expenses to its subsidiaries. The Company's share of postretirement benefits in
1998, 1997 and 1996 was $1,352, $1,330 and $1,449, respectively.
 
Charges by AEFC for use of joint facilities, technology support, marketing
services and other services aggregated $411,337, $414,155 and $397,362 for 1998,
1997 and 1996, respectively. Certain of these costs are included in deferred
policy acquisition costs.
 
- --------------------------------------------------------------------------------
6. COMMITMENTS AND CONTINGENCIES
 
At December 31, 1998, 1997 and 1996, traditional life insurance and universal
life-type insurance in force aggregated $81,074,928, $74,730,720 and
$67,274,354, respectively, of which $4,912,313, $4,351,904 and $3,875,921 were
reinsured at the respective year ends. The Company also reinsures a portion of
the risks assumed under disability income and long-term care policies. Under all
reinsurance agreements, premiums ceded to reinsurers amounted to $66,378,
$60,495 and $48,250 and reinsurance recovered from reinsurers amounted to
$20,982, $19,042, and $15,612 for the years ended December 31, 1998, 1997 and
1996, respectively. Reinsurance contracts do not relieve the Company from its
primary obligation to policyholders.
 
A number of lawsuits have been filed against life and health insurers in
jurisdictions in which the Company, its parent and its subsidiaries conduct
business involving insurers' sales practices, alleged agent misconduct, failure
to properly supervise agents, and other matters. The Company has been named as a
defendant in three of these types of actions.
 
The plaintiffs purport to represent a class consisting of all persons who
purchased policies or contracts from the Company and its subsidiaries. The
complaints put at issue various alleged sales practices and misrepresentations,
alleged breaches of fiduciary duties and alleged violations of consumer fraud
statutes. The Company and its subsidiaries believe they have meritorious
defenses to the claims raised in these lawsuits.
 
The outcome of any litigation cannot be predicted with certainty. In the opinion
of
 
                                                                            F-15
<PAGE>
IDS LIFE INSURANCE COMPANY
(A WHOLLY OWNED SUBSIDIARY OF AMERICAN EXPRESS FINANCIAL CORPORATION)
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ THOUSANDS) (CONTINUED)
- -----------------------------------------------------------------
 
6. COMMITMENTS AND CONTINGENCIES (CONTINUED)
management, however, the ultimate resolution of these lawsuits, taken in the
aggregate, should not have a material adverse effect on the Company's
consolidated financial position.
 
The IRS routinely examines the Company's federal income tax returns, and is
currently auditing the Company's returns for the 1990 through 1992 tax years.
Management does not believe there will be a material adverse effect on the
Company's consolidated financial position as a result of this audit.
 
- --------------------------------------------------------------------------------
7. LINES OF CREDIT
 
The Company has available lines of credit with its parent aggregating $100,000.
The interest rate for any borrowings is established by reference to various
indices plus 20 to 45 basis points, depending on the term. Borrowings
outstanding under this agreement were $nil at December 31, 1998 and 1997.
 
- --------------------------------------------------------------------------------
8. DERIVATIVE FINANCIAL INSTRUMENTS
 
The Company enters into transactions involving derivative financial instruments
to manage its exposure to interest rate risk and equity market risk, including
hedging specific transactions. The Company does not hold derivative instruments
for trading purposes. The Company manages risks associated with these
instruments as described below.
 
Market risk is the possibility that the value of the derivative financial
instruments will change due to fluctuations in a factor from which the
instrument derives its value, primarily an interest rate or equity market index.
The Company is not impacted by market risk related to derivatives held for
non-trading purposes beyond that inherent in cash market transactions.
Derivatives held for purposes other than trading are largely used to manage risk
and, therefore, the cash flow and income effects of the derivatives are inverse
to the effects of the underlying transactions.
 
Credit risk is the possibility that the counterparty will not fulfill the terms
of the contract. The Company monitors credit risk related to derivative
financial instruments through established approval procedures, including setting
concentration limits by counterparty, and requiring collateral, where
appropriate. A vast majority of the Company's counterparties are rated A or
better by Moody's and Standard & Poor's.
 
Credit risk related to interest rate caps and floors and index options is
measured by the replacement cost of the contracts. The replacement cost
represents the fair value of the instruments.
 
The notional or contract amount of a derivative financial instrument is
generally used to calculate the cash flows that are received or paid over the
life of the agreement. Notional amounts are not recorded on the balance sheet.
Notional amounts far exceed the related credit risk.
 
F-16
<PAGE>
IDS LIFE INSURANCE COMPANY
(A WHOLLY OWNED SUBSIDIARY OF AMERICAN EXPRESS FINANCIAL CORPORATION)
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ THOUSANDS) (CONTINUED)
- -----------------------------------------------------------------
 
8. DERIVATIVE FINANCIAL INSTRUMENTS (CONTINUED)
The Company's holdings of derivative financial instruments are as follows:
 
<TABLE>
<CAPTION>
DECEMBER 31, 1998                NOTIONAL   CARRYING    FAIR    TOTAL CREDIT
ASSETS:                           AMOUNT     AMOUNT    VALUE      EXPOSURE
<S>                             <C>         <C>       <C>       <C>
- ----------------------------------------------------------------------------
Assets:
Interest rate caps............  $3,400,000  $15,985   $  4,256    $ 4,256
Interest rate floors..........   1,000,000    1,082     13,971     13,971
Options purchased.............     110,912   24,094     29,453     29,453
Liabilities:
Options purchased/written.....     265,454  (10,526 )  (11,062)        --
Off balance sheet:
Interest rate swaps...........   1,667,000       --    (73,477)        --
- ----------------------------------------------------------------------------
                                            $30,635   $(36,859)   $47,680
- ----------------------------------------------------------------------------
</TABLE>
 
<TABLE>
<CAPTION>
DECEMBER 31, 1997                NOTIONAL   CARRYING      FAIR      TOTAL CREDIT
ASSETS:                           AMOUNT     AMOUNT       VALUE       EXPOSURE
<S>                             <C>         <C>         <C>         <C>
- ---------------------------------------------------------------------------------
Assets:
Interest rate caps............  $4,600,000   $24,963    $  15,665      $15,665
Interest rate floors..........   1,000,000     1,561        4,551        4,551
Options purchased/written.....     279,737     9,808       10,449       10,449
Liabilities:
Options written...............       7,373       (89)         114           --
Off balance sheet:
Interest rate swaps...........   1,267,000        --      (45,799)          --
- ---------------------------------------------------------------------------------
                                             $36,243    $ (15,020)     $30,655
- ---------------------------------------------------------------------------------
</TABLE>
 
The fair values of derivative financial instruments are based on market values,
dealer quotes or pricing models. The interest rate caps, floors and swaps expire
on various dates from 1999 to 2003. The put and call options expire on various
dates from 1999 to 2005.
 
Interest rate caps, swaps and floors are used principally to manage the
Company's interest rate risk. These instruments are used to protect the margin
between interest rates earned on investments and the interest rates credited to
related annuity contract holders.
 
The Company is also using interest rate swaps to manage interest rate risk
related to the level of fee income earned on the management of fixed income
securities in separate accounts and the underlying mutual funds. The amount of
fee income received is based upon the daily market value of the separate account
and mutual fund assets. As a result, changing interest rate conditions could
impact the Company's fee income significantly. The Company entered into interest
rate swaps to hedge anticipated fee income for 1999 related to separate accounts
and mutual funds which invest in fixed income securities. Interest will be
accrued and reported in accrued investment income and other liabilities, as
appropriate, and management and other fees.
 
The Company offers a certain annuity product that pays interest based upon the
relative change in a major stock market index between the beginning and end of
the product's term. As a means of hedging its obligation under the provisions of
this product, the Company purchases and writes options on the major stock market
index.
 
Index options are used to manage the equity market risk related to the fee
income that the Company receives from its separate accounts and the underlying
mutual funds. The amount of the fee income received is based upon the daily
market value of the separate account and mutual fund assets. As a result, the
Company's fee income could be impacted significantly by changing economic
conditions in the equity market. The Company entered into index option
 
                                                                            F-17
<PAGE>
IDS LIFE INSURANCE COMPANY
(A WHOLLY OWNED SUBSIDIARY OF AMERICAN EXPRESS FINANCIAL CORPORATION)
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ THOUSANDS) (CONTINUED)
- -----------------------------------------------------------------
 
8. DERIVATIVE FINANCIAL INSTRUMENTS (CONTINUED)
collars (combination of puts and calls) to hedge anticipated fee income for 1998
and 1999 related to separate accounts and mutual funds which invest in equity
securities. Testing has demonstrated the impact of these instruments on the
income statement closely correlates with the amount of fee income the Company
realizes. In the event that testing demonstrates that this correlation no longer
exists, or in the event the Company disposes of the index options collars, the
instruments will be marked-to-market through the income statement. At December
31, 1998 deferred losses on purchased put and written call index options were
$2,933 and $7,435, respectively. At December 31, 1997 deferred losses on
purchased put index options were $2,428 and deferred gains on written call index
options were $5,275.
 
- --------------------------------------------------------------------------------
9. FAIR VALUES OF FINANCIAL INSTRUMENTS
 
The Company discloses fair value information for most on- and off-balance sheet
financial instruments for which it is practicable to estimate that value. Fair
values of life insurance obligations and all non-financial instruments, such as
deferred acquisition costs are excluded.
 
Off-balance sheet intangible assets, such as the value of the field force, are
also excluded. Management believes the value of excluded assets and liabilities
is significant. The fair value of the Company, therefore, cannot be estimated by
aggregating the amounts presented.
 
<TABLE>
<CAPTION>
                                          1998                      1997
- ----------------------------------------------------------------------------------
                                 CARRYING       FAIR       CARRYING       FAIR
                                   VALUE        VALUE        VALUE        VALUE
<S>                             <C>          <C>          <C>          <C>
- ----------------------------------------------------------------------------------
FINANCIAL ASSETS
Investments:
Fixed maturities (Note 2):
Held to maturity..............  $ 7,964,114  $ 8,420,035  $ 9,315,450  $ 9,743,410
Available for sale............   13,613,139   13,613,139   12,876,694   12,876,694
Mortgage loans on real estate
(Note 2)......................    3,505,458    3,745,617    3,618,647    3,808,570
Other:
Equity securities (Note 2)....        3,158        3,158        3,361        3,361
Derivative financial
instruments (Note 8)..........       41,161       47,680       36,332       30,665
Other.........................       28,872       28,872       82,347       85,383
Cash and cash equivalents
(Note 1)......................       22,453       22,453       19,686       19,686
Separate account assets
(Note 1)......................   27,349,401   27,349,401   23,214,504   23,214,504
 
FINANCIAL LIABILITIES
Future policy benefits for
fixed annuities...............  $19,855,203  $19,144,838  $20,731,052  $19,882,302
Derivative financial
instruments (Note 8)..........       10,526       84,539           89       45,685
Separate account
liabilities...................   25,005,732   24,179,115   21,488,282   20,707,620
- ----------------------------------------------------------------------------------
</TABLE>
 
At December 31, 1998 and 1997, the carrying amount and fair value of future
policy benefits for fixed annuities exclude life insurance-related contracts
carried at $1,226,985 and $1,185,155, respectively, and policy loans of $90,115
and $93,540, respectively. The fair value of these benefits is based on the
status of the annuities at December 31, 1998 and 1997. The fair value of
deferred annuities is estimated as the carrying amount less any applicable
surrender charges and related loans. The fair value for annuities in non-life
contingent payout status is estimated as the present value of projected benefit
payments at rates appropriate for contracts issued in 1998 and 1997.
 
At December 31, 1998 and 1997, the fair value of liabilities related to separate
accounts is estimated as the carrying amount less any applicable surrender
charges and less variable insurance contracts carried at $2,343,669 and
$1,726,222, respectively.
 
F-18
<PAGE>
IDS LIFE INSURANCE COMPANY
(A WHOLLY OWNED SUBSIDIARY OF AMERICAN EXPRESS FINANCIAL CORPORATION)
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($ THOUSANDS) (CONTINUED)
- -----------------------------------------------------------------
 
10. YEAR 2000 ISSUE (UNAUDITED)
 
The Year 2000 issue is the result of computer programs having been written using
two digits rather than four to define a year. Any programs that have
time-sensitive software may recognize a date using "00" as the year 1900 rather
than 2000. This could result in the failure of major systems or miscalculations,
which could have a material impact on the operations of the Company. All of the
systems used by the Company are maintained by AEFC and are utilized by multiple
subsidiaries and affiliates of AEFC. The Company's business is heavily dependent
upon AEFC's computer systems and has significant interactions with systems of
third parties.
 
A comprehensive review of AEFC's computer systems and business processes,
including those specific to the Company, has been conducted to identify the
major systems that could be affected by the Year 2000 issue. Steps are being
taken to resolve any potential problems including modification to existing
software and the purchase of new software. These measures are scheduled to be
completed and tested on a timely basis. AEFC's target date for substantially
completing corrective measures on business critical systems was December 31,
1998. Substantial testing of these systems was targeted for completion early in
1999. AEFC is currently on track with this schedule and is also on track to
finish the work on non-critical systems by June 30, 1999.
 
AEFC continues to evaluate the Year 2000 readiness of advisors and other third
parties whose system failures could have an impact on the Company's operations.
The potential materiality of any such impact is not known at this time.
 
AEFC's Year 2000 project includes establishing Year 2000 contingency plans for
all key business units. Business continuation plans, which address business
continuation in the event of a system disruption, are in place for all key
business units. These plans are being amended to include specific Year 2000
considerations and will continue to be refined throughout 1999 as additional
information related to potential 2000 exposure is gathered.
 
                                                                            F-19
<PAGE>
IDS LIFE INSURANCE COMPANY
(A WHOLLY OWNED SUBSIDIARY OF AMERICAN EXPRESS FINANCIAL CORPORATION)
 
- -----------------------------------------------------------------
 
REPORT OF INDEPENDENT AUDITORS
 
The Board of Directors
IDS Life Insurance Company
 
We have audited the accompanying consolidated balance sheets of IDS Life
Insurance Company (a wholly owned subsidiary of American Express Financial
Corporation) as of December 31, 1998 and 1997, and the related consolidated
statements of income, stockholder's equity and cash flows for each of the three
years in the period ended December 31, 1998. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of IDS Life Insurance
Company at December 31, 1998 and 1997, and the consolidated results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1998, in conformity with generally accepted accounting principles.
 
Ernst & Young LLP
Minneapolis, Minnesota
February 4, 1999
 
F-20


<PAGE>


                                    PART II.

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

     The expenses of the issuance and  distribution  of the interests in the IDS
Life  Account MGA of IDS Life  Insurance  Company to be  registered,  other than
commissions on sales of the Contracts, are to be borne by the registrant.

Item 14. Indemnification of Directors and Officers

     Section  300.083  of  Minnesota  Law  provides  in part that a  corporation
organized  under  such  law  shall  have  power to  indemnify  anyone  made,  or
threatened to be made, a party to a threatened, pending or completed proceeding,
whether civil or criminal, administrative or investigative, because he is or was
a director or officer of the corporation,  or served as a director or officer of
another corporation at the request of the corporation. Indemnification in such a
proceeding  may  extend  to  judgments,  penalties,  fines and  amounts  paid in
settlement,  as well as to reasonable  expenses,  including  attorneys' fees and
disbursements.  In a civil proceeding, there can be no indemnification under the
statute,  unless it appears that the person seeking indemnification has acted in
good faith and in a manner he  reasonably  believed to be in, or not opposed to,
the best  interests  of the  corporation  and its  shareholders  and unless such
person has received no improper personal benefit; in a criminal proceeding,  the
person seeking indemnification must also have no reasonable cause to believe his
conduct was unlawful.

     Article IX of the By-laws of IDS Life Insurance  Company  requires IDS Life
Insurance   Company  to   indemnify   directors   and  officers  to  the  extent
indemnification is permitted as stated by the preceding paragraph,  and contains
substantially the same language as the above-mentioned Section 300.083.

     Article IX,  paragraph  (2), of the By-laws of IDS Life  Insurance  Company
provides as follows:

     "Section  2. The  Corporation  shall  indemnify  any person who was or is a
party or is threatened  to be made a party,  by reason of the fact that he is or
was a director,  officer,  employee or agent of this  Corporation,  or is or was
serving at the direction of the Corporation as a director,  officer, employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise, to any threatened,  pending or completed action, suit or proceeding,
wherever  brought,  to the fullest extent  permitted by the laws of the State of
Minnesota,  as now existing or  hereafter  amended,  provided  that this Article
shall not  indemnify or protect any such  director,  officer,  employee or agent
against any  liability to the  Corporation  or its security  holders to which he
would otherwise be subject by reason of willful misfeasance, bad faith, or gross
negligence,  in the  performance  of his  duties or by  reason  of his  reckless
disregard of his obligations and duties."

     The parent  company of IDS Life  Insurance  Company  maintains an insurance
policy which  affords  liability  coverage to directors and officers of IDS Life
Insurance Company while acting in that capacity. IDS Life Insurance Company pays
its proportionate share of the premiums for the policy.



<PAGE>


     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

Item 15.  Recent Sales of Unregistered Securities

          None

Item 16.  Exhibits and Financial Statement Schedules

     (a)  Exhibits

          1.- 2.    Not applicable.

          3.1  Copy  of  Certificate  of  Incorporation  of IDS  Life  Insurance
               Company  filed  electronically  as Exhibit 3.1 to  Post-Effective
               Amendment  No.  2  to  Registration  Statement  No.  33-50968  is
               incorporated herein by reference.

          3.2  Copy of the Amended  By-laws of IDS Life Insurance  Company filed
               electronically as Exhibit 3.2 to  Post-Effective  Amendment No. 2
               to Registration  Statement No. 33-50968 is incorporated herein by
               reference.

          3.3  Copy  of  Resolution  of the  Board  of  Directors  of  IDS  Life
               Insurance  Company,  dated  May 5,  1989,  establishing  IDS Life
               Account MGA filed electronically as Exhibit 3.3 to Post-Effective
               Amendment  No.  2  to  Registration  Statement  No.  33-50968  is
               incorporated herein by reference.

          4.1  Copy of Group Annuity Contract, Form 30363D, filed electronically
               as Exhibit 4.1 to Post-Effective  Amendment No. 2 to Registration
               Statement No. 33-50968 is incorporated herein by reference.

          4.2  Copy  of  Group   Annuity   Certificate,   Form   30360D,   filed
               electronically as Exhibit 4.2 to  Post-Effective  Amendment No. 2
               to Registration  Statement No. 33-50968 is incorporated herein by
               reference.

          4.3  Form  of  Deferred   Annuity   Contract,   Form   30365E,   filed
               electronically as Exhibit 4.3 to  Post-Effective  Amendment No. 2
               to Registration  Statement No. 33-50968 is incorporated herein by
               reference.

          5.   Copy of Opinion of Counsel regarding legality of Contracts, dated
               Sept.   28,   1992,   filed   electronically   as  Exhibit  5  to
               Post-Effective  Amendment  No. 2 to  Registration  Statement  No.
               33-50968 is incorporated herein by reference.

          6. - 20. Not applicable.

          21.  Copy of List of Subsidiaries  filed  electronically as Exhibit 22
               to Post-Effective  Amendment No. 5 to Registration  Statement No.
               33-50968 is incorporated herein by reference.

          22.  Not applicable.

          23.  Consent of Independent Auditors, filed electronically herewith.

<PAGE>

          24.1 Power of Attorney, dated August 19, 1997, filed electronically as
               Exhibit 24.1 to  Post-Effective  Amendment No. 7 to  Registration
               Statement No. 33-50968 is incorporated herein by reference.

          24.2 Power of Attorney,  dated April 9, 1998, filed  electronically as
               Exhibit 24.2 to  Post-Effective  Amendment No. 7 to  Registration
               Statement No. 33-50968 is incorporated herein by reference.

          25.-27. Not applicable.

(b)      Not Applicable.

Item 17. Undertakings

A.   The Registrant undertakes:

     (1)  to file,  during any period in which offers or sales are being made, a
          post-effective amendment to this Registration Statement:

               (i)  to include any  prospectus  required by Section  10(a)(3) of
                    the Securities Act of 1933,

               (ii) to reflect  in the  prospectus  any facts or events  arising
                    after the effective date of the  Registration  Statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change  in the  information  set  forth in the  Registration
                    Statement,

               (iii)to include  any  material  information  with  respect to the
                    plan  of  distribution  not  previously   disclosed  in  the
                    Registration  Statement  or  any  material  change  to  such
                    information in the Registration Statement,

          (2)  that,  for the purpose of  determining  any  liability  under the
               Securities Act of 1933, each such post-effective  amendment shall
               be  deemed to be a new  Registration  Statement  relating  to the
               securities  offered therein,  and the offering of such securities
               at that time may be deemed to be the initial  bona fide  offering
               thereof,

          (3)  that  all   post-effective   amendments   will  comply  with  the
               applicable  forms,  rules and  regulations  of the  Commission in
               effect at the time such post-effective amendments are filed, and

          (4)  to  remove  from   registration  by  means  of  a  post-effective
               amendment any of the  securities  being  registered  which remain
               unsold at the termination of the offering.

B.   The Registrant  represents that it is relying upon the no-action  assurance
     given to the  American  Council of Life  Insurance  (pub.  avail.  Nov. 28,
     1988).  Further,  the Registrant  represents  that it has complied with the
     provisions of paragraphs (1) - (4) of the no-action letter.


<PAGE>


                                   SIGNATURES

Pursuant to the  requirements  of the Securities Act of 1933, IDS Life Insurance
Company has duly caused this  Registration  Statement  to be signed on behalf of
the Registrant by the  undersigned,  thereunto  duly  authorized in this City of
Minneapolis, and State of Minnesota on the 30th day of April, 1999.

                        IDS Life Insurance Company
                                 (Registrant)

                        By IDS Life Insurance Company

                        By /s/   James A. Mitchell*
                                 James A. Mitchell

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement  has been  signed  below by the  following  persons in the  capacities
indicated on the 30th day of April, 1999.

Signature                                Title

/s/  James A. Mitchell*                  Chairman of the Board
     James A. Mitchell                   and Chief Executive Officer

/s/  Richard W. Kling*                   Director and President
     Richard W. Kling

/s/  Jeffrey S. Horton**                 Vice President and Treasurer
     Jeffrey S. Horton

/s/  David R. Hubers*                    Director
     David R. Hubers

/s/  Paul F. Kolkman*                    Director and Executive Vice
     Paul F. Kolkman                     President

/s/                                      Director and Executive Vice President,
     Paula R Meyer                       Assured Assets

/s/  Barry J. Murphy*                    Director and Executive Vice
     Barry J. Murphy                     President, Client Service

/s/  Stuart A. Sedlacek*                 Director and Executive Vice
     Stuart A. Sedlacek                  President

/s/  Philip C. Wentzel**                 Vice President and Controller
     Philip C. Wentzel

*    Signed  pursuant  to  Power  of  Attorney  dated  August  19,  1997,  filed
     electronically  as Exhibit  24.1 for IDS Life  Insurance  Company (IDS Life
     Account MGA) to  Post-Effective  Amendment No. 7 to Registration  Statement
     No. 33-50968 and incorporated herein by reference.

**   Signed   pursuant  to  Power  of  Attorney  dated  April  9,  1998,   filed
     electronically  as Exhibit  24.2 for IDS Life  Insurance  Company (IDS Life
     Account MGA) to  Post-Effective  Amendment No. 7 to Registration  Statement
     No. 33-50968 and incorporated herein by reference.

By:



/s/ Bruce A. Kohn
    Bruce A. Kohn


IDS Life Flexible Payment Market Value Annuity
Registraion Number 33-50968

EXHIBIT INDEX

Exhibit 23     Consent of Independent Auditors



                         Consent of Independent Auditors




We consent to the  reference to our firm under the caption  "Experts" and to the
use  of our  report  dated  February  4,  1999  on  the  consolidated  financial
statements IDS Life Insurance Company in  Post-Effective  Amendment No. 8 to the
Registration  Statement  (Form S-1, No.  33-50968) for the  registration  of the
Flexible  Payment  Market  Value  Annuity  Contracts  to be  offered by IDS Life
Insurance Company.






/s/ Earnst & Young LLP
    Minneapolis, Minnesota
April 30, 1999



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission