AMERICAN ENTERPRISE VARIABLE ANNUITY ACCOUNT
497, 2000-07-21
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The  prospectus  containing  information  for the AEL  Preferred (SM) Variable
Annuity filed electronically in Registrant's  Post-Effective  Amendment No. 3 to
Registration  Statement No. 333-20217 on Form N-4, filed on or about April 27,
2000, is incorporated by reference.
<PAGE>

                       STATEMENT OF ADDITIONAL INFORMATION

                                       for

                        AEL PREFERREDSM VARIABLE ANNUITY

                  AMERICAN ENTERPRISE VARIABLE ANNUITY ACCOUNT

                                   May 1, 2000

                           Revised as of July 21, 2000

American  Enterprise  Variable Annuity Account is a separate account established
and  maintained  by  American   Enterprise  Life  Insurance   Company  (American
Enterprise Life).

This Statement of Additional Information (SAI) is not a prospectus. It should be
read together with the prospectus  dated the same date as this SAI, which may be
obtained  from your  agent,  or by  writing or  calling  us at the  address  and
telephone number below. The prospectus is incorporated in this SAI by reference.


American Enterprise Life Insurance Company
829 AXP Financial Center
Minneapolis, MN  55474
800-333-3437

<PAGE>

                                TABLE OF CONTENTS

Performance Information...................................................p.3

Calculating Annuity Payouts...............................................p.8

Rating Agencies...........................................................p.9

Principal Underwriter.....................................................p.9

Independent Auditors......................................................p.9

Financial Statements

<PAGE>

PERFORMANCE INFORMATION

The  subaccounts  may quote  various  performance  figures  to  illustrate  past
performance.  We base total return and current yield  quotations (if applicable)
on standardized  methods of computing  performance as required by the Securities
and Exchange  Commission  (SEC).  An  explanation of the methods used to compute
performance follows below.

Average Annual Total Return

We will express quotations of average annual total return for the subaccounts in
terms  of the  average  annual  compounded  rate  of  return  of a  hypothetical
investment in the contract over a period of one, five and 10 years (or, if less,
up to the  life  of the  subaccounts),  calculated  according  to the  following
formula:

                                  P(1+T)n = ERV

where:         P =  a hypothetical initial payment of $1,000
               T =  average annual total return
               n =  number of years
             ERV =  Ending  Redeemable Value of a hypothetical  $1,000 payment
                    made  at the  beginning  of the  period,  at the  end of the
                    period (or fractional portion thereof)

We  calculated  the  following  performance  figures on the basis of  historical
performance  of  each  fund.  We show  actual  performance  from  the  date  the
subaccounts  began  investing in the funds.  We also show  performance  from the
commencement date of the funds as if the contract existed at that time, which it
did not.  Although we base  performance  figures on  historical  earnings,  past
performance does not guarantee future results.

<PAGE>
<TABLE>
<CAPTION>

  Average Annual Total Return With Withdrawal For Periods Ending Dec. 31, 1999

                                                        Performance since
                                                      commencement of the                     Performance since
                                                          subaccount                     commencement of the Fund**
<S>             <C>                                <C>      <C>               <C>        <C>       <C>          <C>
                                                                  Since                                             Since
Subaccount      Investing in:                       1 Year     commencement     1 Year     5 Years   10 Years    commencement

                AXPSM VARIABLE PORTFOLIO -
ESI               Bond Fund (2/95;10/81)*            -7.02%        5.40%        -7.02%       5.75%     6.51%         9.00%
ECR               Capital Resource Fund              13.93        18.52         13.93       19.13     13.73         14.19
                  (2/95;10/81)
EMS               Cash Management Fund               -4.28         2.73         -4.28        2.77      3.26          4.91
                  (2/95;10/81)
EMG               Managed Fund (2/95;4/86)            5.15        15.74          5.15       15.99     11.79         11.13
EAG               Strategy Aggressive Fund           60.56        22.96         60.56       22.56      --           15.23
                  (2/95;1/92)
                PUTNAM VARIABLE TRUST
EDI               Putnam VT Diversified Income       -6.97         4.28         -6.97        4.63      --            3.50
                  Fund Class IA Shares
                  (2/95;9/93)
EGG               Putnam VT Global Growth Fund       54.61        31.39         54.61       24.86      --           15.40
                  Class IA Shares (6/97;5/90)
EGI               Putnam VT Growth and Income        -7.13        16.39         -7.13       17.17     12.23         13.41
                  Fund Class IA Shares
                  (2/95;2/88)
ENO               Putnam VT New Opportunities        58.90        30.97         58.90       30.62      --           28.23
                  Fund Class IA Shares
                  (2/95;5/94)
EVO               Putnam VT Voyager Fund Class       47.93        34.64         47.93       29.39     20.43         19.65
                  IA Shares (6/97;2/88)

*    (Commencement dates of the subaccount; Commencement dates of the Fund)
**   Current  applicable  charges deducted from fund  performance  include a $30
     contract  administrative charge, a 1.25% mortality and expense fee, a 0.15%
     variable account administrative charge and applicable withdrawal charges.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

Average Annual Total Return Without Withdrawal For Periods Ending Dec. 31, 1999

                                                       Performance since
                                                      commencement of the                     Performance since
                                                          subaccount                     commencement of the Fund**
<S>           <C>                                   <C>        <C>             <C>       <C>       <C>        <C>
                                                                    Since                                          Since
Subaccount      Investing in:                         1 Year     commencement   1 Year     5 Years   10 Years   commencement

                AXPSM VARIABLE PORTFOLIO -
ESI               Bond Fund (2/95;10/81)*              0.19%        6.06%        0.19%       6.38%     6.51%        9.00%
ECR               Capital Resource Fund               21.93        18.94        21.93       19.52     13.73        14.19
                  (2/95;10/81)
EMS               Cash Management Fund                 3.18         3.46         3.18        3.48      3.26         4.91
                  (2/95;10/81)
EMG               Managed Fund (2/95;4/86)            13.15        16.20        13.15       16.43     11.79        11.13
EAG               Strategy Aggressive Fund            68.56        23.33        68.56       22.92      --          15.23
                  (2/95;1/92)
                PUTNAM VARIABLE TRUST
EDI               Putnam VT Diversified Income         0.25         4.97         0.25        5.29      --           3.50
                  Fund Class IA Shares
                  (2/95;9/93)
EGG               Putnam VT Global Growth Fund        62.61        32.91        62.61       25.19      --          15.40
                  Class IA Shares (6/97;5/90)
EGI               Putnam VT Growth and Income          0.08        16.85         0.08       17.59     12.23        13.41
                  Fund Class IA Shares
                  (2/95;2/88)
ENO               Putnam VT New Opportunities         66.90        31.26        66.90       30.90      --          28.34
                  Fund Class IA Shares
                  (2/95;5/94)
EVO               Putnam VT Voyager Fund Class        55.93        36.11        55.93       29.68     20.43        19.65
                  IA Shares (6/97;2/88)

*    (Commencement dates of the subaccount; Commencement dates of the Fund)
**   Current  applicable  charges deducted from fund  performance  include a $30
     contract  administrative  charge,  a 1.25%  mortality and expense fee and a
     0.15% variable account administrative charge.

</TABLE>
<PAGE>

Cumulative Total Return

Cumulative return represents the cumulative change in value of an investment for
a given period (reflecting change in a subaccount's accumulation unit value). We
compute cumulative total return using the following formula:

                                     ERV - P
                                        P

where:                P =  a hypothetical initial payment of $1,000
                    ERV =  Ending  Redeemable  Value of a hypothetical  $1,000
                           payment made at the  beginning of the period,  at the
                           end of the period (or fractional period thereof)

Total  return  figures  reflect the  deduction  of the  withdrawal  charge which
assumes you withdraw the entire  contract  value at the end of the one-,  five-,
and ten- year periods (or, if less,  up to the life of the  subaccount).We  also
may show performance  figures without the deduction of a withdrawal  charge.  In
addition,  total return figures reflect the deduction of all applicable  charges
including   the   contract   administrative   charge,   the   variable   account
administrative charge and the mortality and expense risk fee.

Annualized Calculation of Yield for Subaccounts Investing in Money Market Funds

Annualized Simple Yield:

For the  subaccounts  investing in money market  funds,  we base  quotations  of
simple yield on:

               (a)  the  change  in  the  value  of  a  hypothetical  subaccount
                    (exclusive   of  capital   changes  and  income  other  than
                    investment   income)  at  the   beginning  of  a  particular
                    seven-day period;

               (b)  less a pro rata  share of the  subaccount  expenses  accrued
                    over the period;

               (c)  dividing this  difference by the value of the  subaccount at
                    the  beginning  of the  period  to  obtain  the base  period
                    return; and


               (d)  multiplying the base period return by 365/7.

The subaccount's value includes:

o    any declared dividends,

o    the value of any shares  purchased  with  dividends paid during the period,
     and o any dividends declared for such shares.

It does not include:

o    the effect of any applicable withdrawal charge, or

o    any realized or unrealized gains or losses.

Annualized Compound Yield:

We calculate  compound yield using the base period return described above, which
we then compound according to the following formula:

Compound Yield = [(Base Period Return + 1)365/7] -1

You must consider  (when  comparing an investment  in  subaccounts  investing in
money market funds with fixed  annuities)  that fixed annuities often provide an
agreed-to  or  guarantee  yield  for  a  stated  period  of  time,  whereas  the
subaccount's  yield  fluctuates.  In comparing the yield of the  subaccount to a
money market fund, you should consider the different  services that the contract
provides.

<PAGE>
<TABLE>
<CAPTION>

Annualized Yields Based on the Seven-Day Period Ending Dec. 31, 1999
<S>              <C>                                                        <C>               <C>

Subaccount         Investing In:                                              Simple Yield       Compound Yield
----------         -------------                                              ------------       --------------
EMS                AXPSM Variable Portfolio - Cash Management Fund               4.52%                4.62%

</TABLE>

Annualized Yield for Subaccounts Investing in Income Funds

For the  subaccounts  investing in income funds,  we base quotations of yield on
all investment  income earned during a particular  30-day period,  less expenses
accrued during the period (net investment income) and compute it by dividing net
investment  income per accumulation unit by the value of an accumulation unit on
the last day of the period, according to the following formula:

                           YIELD = 2[( a-b + 1)6 - 1]
                                       cd

where:      a =  dividends and investment income earned during the period
            b =  expenses accrued for the period (net of reimbursements)
            c =  the average daily number of accumulation units outstanding
                 during the period that were entitled to receive dividends
            d =  the maximum offering price per accumulation unit on the last
                 day of the period

The subaccount earns yield from the increase in the net asset value of shares of
the fund in which it invests and from  dividends  declared and paid by the fund,
which are automatically invested in shares of the fund.

Annualized Yield Based on the 30-Day Period Ended Dec. 31, 1999

Subaccount               Investing In:                                    Yield
ESI                      AXPSM Variable Portfolio Bond Fund               7.52%

Independent rating or statistical services or publishers or publications such as
those listed  below may quote  subaccount  performance,  compare it to rankings,
yields or returns,  or use it in variable  annuity  accumulation  or  settlement
illustrations they publish or prepare.

         The Bank Rate Monitor  National  Index,  Barron's,  Business  Week, CDA
         Technologies,  Donoghue's Money Market Fund Report,  Financial Services
         Week,  Financial  Times,  Financial  World,  Forbes,   Fortune,  Global
         Investor,    Institutional   Investor,   Investor's   Business   Daily,
         Kiplinger's  Personal  Finance,  Lipper  Analytical  Services,   Money,
         Morningstar,  Mutual  Fund  Forecaster,  Newsweek,  The New York Times,
         Personal  Investor,  Stanger Report,  Sylvia Porter's Personal Finance,
         USA Today,  U.S.  News & World  Report,  The Wall  Street  Journal  and
         Wiesenberger Investment Companies Service.

<PAGE>

CALCULATING ANNUITY PAYOUTS

The Variable Account

We do the following  calculations  separately for each of the subaccounts of the
variable  account.  The separate monthly payouts,  added together,  make up your
total variable annuity payout.

Initial Payout: To compute your first monthly payment, we:

o    determine the dollar value of your contract on the valuation  date and then
     deduct any applicable premium tax; then

o    apply the result to the annuity table  contained in the contract or another
     table at least as favorable.

The annuity table shows the amount of the first monthly  payment for each $1,000
of value which depends on factors built into the table, as described below.

Annuity Units: We then convert the value of your subaccount to annuity units. To
compute the number of units credited to you, we divide the first monthly payment
by the annuity unit value (see below) on the valuation date. The number of units
in your  subaccount  is  fixed.  The  value  of the  units  fluctuates  with the
performance of the underlying fund.

Subsequent Payouts: To compute later payouts, we multiply:

o    the annuity unit value on the valuation date; by

o    the fixed number of annuity units credited to you.

Annuity Unit Values: We originally set this value at $1 for each subaccount.  To
calculate later values we multiply the last annuity value by the product of:

o    the net investment factor; and

o    the neutralizing factor.

The  purpose of the  neutralizing  factor is to offset the effect of the assumed
rate built into the annuity table.  With an assumed  investment  rate of 5%, the
neutralizing factor is 0.999866 for a one day valuation period.

Net Investment Factor: We determine the net investment factor by:

o    adding  the  fund's  current  net asset  value per share plus the per share
     amount of any accrued  income or capital gain dividends to obtain a current
     adjusted net asset value per share; then

o    dividing that sum by the previous adjusted net asset value per share; and

o    subtracting the percentage  factor  representing  the mortality and expense
     risk fee and the variable account administrative charge from the result.

Because the net asset value of the fund may fluctuate, the net investment factor
may be greater or less than one,  and the  annuity  unit value may  increase  or
decrease. You bear this investment risk in a variable subaccount.

<PAGE>

The Fixed Account

We guarantee your fixed annuity payout  amounts.  Once  calculated,  your payout
will remain the same and never change. To calculate your annuity payouts we:

o    take the value of your fixed account at the retirement date or the date you
     have selected to begin receiving your annuity payouts; then

o    using an annuity table,  we apply the value according to the annuity payout
     plan you select.

The  annuity  payout  table we use will be the one in  effect  at the time  your
choose to begin your annuity  payouts.  The values in the table will be equal to
or greater than the table in your contract.

RATING AGENCIES

The  following  chart  reflects the ratings  given to us by  independent  rating
agencies.  These  agencies  evaluate the financial  soundness and  claims-paying
ability of  insurance  companies  based on a number of different  factors.  This
information  does not relate to the  management or  performance  of the variable
subaccounts of the contract.  This information relates only to the fixed account
and reflects our ability to make annuity  payouts and to pay death  benefits and
other distributions from the contract.


    Rating Agency              Rating

      A.M. Best                  A+
                             (Superior)

    Duff & Phelps               AAA

       Moody's                  Aa2

PRINCIPAL UNDERWRITER

The  principal  underwriter  for the  contracts  is American  Express  Financial
Advisors Inc. (AEFA) which offers them on a continuous basis.

Withdrawal  charges  received  by  AEFA  for the  last  three  years  aggregated
$479,554, $199,062 and $79,195, respectively.

Commissions paid by AEL for the last three years  aggregated  total  $5,924,368,
$4,415,795 and $1,798,969, respectively.

INDEPENDENT AUDITORS

The  financial  statements  appearing  in this SAI have been  audited by Ernst &
Young LLP (1400  Pillsbury  Center,  200 South  Sixth  Street,  Minneapolis,  MN
55402), independent auditors, as stated in their report appearing herein.

<PAGE>

FINANCIAL STATEMENTS

American Enterprise Variable Annuity Account -- AEL Preferred Variable Annuity

Annual Financial Information

Report of Independent Auditors

The Board of Directors
American Enterprise Life Insurance Company

We have  audited the  individual  and combined  statements  of net assets of the
segregated asset subaccounts of American  Enterprise Variable Annuity Account --
AEL Preferred  Subaccounts  (comprised of  subaccounts  ESI, ECR, EMS, EMG, EAG,
EDI, EGG, EGI, ENO and EVO) as of December 31, 1999, and the related  statements
of  operations  for the year then ended,  and the  statements  of changes in net
assets  for each of the two years in the  period  then  ended.  These  financial
statements are the responsibility of the management of American  Enterprise Life
Insurance  Company.  Our  responsibility  is to  express  an  opinion  on  these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the  amounts  and  disclosures  in  the  financial  statements.  Our
procedures  included  confirmation of securities owned at December 31, 1999 with
the affiliated  and  unaffiliated  mutual fund managers.  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 individual and combined  financial  position of the
segregated asset subaccounts of American  Enterprise Variable Annuity Account --
AEL  Preferred  Subaccounts  (as  described  above) at December 31, 1999 and the
individual and combined results of their operations and the changes in their net
assets for the periods described above, in conformity with accounting principles
generally accepted in the United States.

/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Minneapolis, Minnesota
March 17, 2000
<PAGE>
<TABLE>
<CAPTION>
American Enterprise Variable Annuity Account - AEL Preferred Variable Annuity

Statements of Net Assets
December 31, 1999

                                                                                      Segregated Asset Subaccounts
Assets                                                                       ESI                   ECR                    EMS
Investments in shares of mutual funds and portfolios:
<S>                                                                     <C>                   <C>                     <C>
  at cost                                                               $ 11,651,363          $ 10,984,992            $ 1,110,118
                                                                        ------------          ------------            -----------
  at market value                                                       $ 10,828,713          $ 13,632,953            $ 1,110,117
                                                                        ------------          ------------            -----------
Dividends receivable                                                          66,241                    --                  5,329
Accounts receivable from American Enterprise Life
for contract purchase payments                                                    --                27,305                     --
Receivable from mutual funds and portfolios for share redemptions                 --                    --                     --
                                                                              ------                ------                   ----
Total assets                                                              10,894,954            13,660,258              1,115,446
                                                                          ==========            ==========              =========

Liabilities
Payable to American Enterprise Life for:
  Mortality and expense risk fee                                              11,459                14,364                  1,274
  Issue and administrative fee                                                 1,375                 1,724                    153
  Contract terminations                                                       61,819                    --                     --
Payable to mutual funds and portfolios for investments purchased                  --                    --                     --
                                                                                ----                ------                   ----
Total liabilities                                                             74,653                16,088                  1,427
                                                                              ------                ------                  -----
Net assets applicable to contracts in accumulation period                 10,817,495            13,637,782              1,114,004
Net assets applicable to contracts in payment period                           2,806                 6,388                     15
                                                                               -----                 -----                     --
Total net assets                                                        $ 10,820,301          $ 13,644,170            $ 1,114,019
                                                                        ============          ============            ===========
Accumulation units outstanding                                             8,126,599             5,864,252                941,161
                                                                           =========             =========                =======
Net asset value per accumulation unit                                         $ 1.33                $ 2.33                 $ 1.18
                                                                              ======                ======                 ======

Assets                                                                         EMG                    EAG
Investments in shares of mutual funds and portfolios:
  at cost                                                                 $ 11,427,222            $ 7,436,725
                                                                          ------------            -----------
  at market value                                                         $ 12,406,820           $ 10,999,058
Dividends receivable                                                                --                     --
Accounts receivable from American Enterprise Life
for contract purchase payments                                                      --                 35,107
Receivable from mutual funds and portfolios for share redemptions                   --                     --
                                                                                ------              ---------
Total assets                                                                12,406,820             11,034,165
                                                                            ==========             ==========

Liabilities
Payable to American Enterprise Life for:
  Mortality and expense risk fee                                                13,107                 11,597
  Issue and administrative fee                                                   1,573                  1,392
  Contract terminations                                                          1,945                     --
Payable to mutual funds and portfolios for investments purchased                    --                     --
                                                                                ------                   ----
Total liabilities                                                               16,625                 12,989
                                                                                ------                 ------
Net assets applicable to contracts in accumulation period                   12,385,565             11,014,379
Net assets applicable to contracts in payment period                             4,630                  6,797
                                                                                 =====                  =====
Total net assets                                                          $ 12,390,195           $ 11,021,176
                                                                          ============           ============
Accumulation units outstanding                                               5,985,403              3,961,232
                                                                             =========              =========
Net asset value per accumulation unit                                           $ 2.07                 $ 2.78
                                                                                ======                 ======

See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
American Enterprise Variable Annuity Account - AEL Preferred Variable Annuity

Statements of Net Assets
December 31, 1999

                                                                                      Segregated Asset Subaccounts
Assets                                                                      EDI                   EGG                    EGI
Investments in shares of mutual funds and portfolios:
<S>                                                                      <C>                   <C>                   <C>
  at cost                                                                $ 8,709,431           $ 1,870,228           $ 19,106,692
                                                                         -----------           -----------           ------------
  at market value                                                        $ 8,087,474           $ 2,931,331           $ 19,934,482
Dividends receivable                                                              --                    --                     --
Accounts receivable from American Enterprise Life
for contract purchase payments                                                 9,184                    --                  6,271
Receivable from mutual funds and portfolios for share redemptions              9,604                 6,756                 23,784
                                                                               -----                 -----                 ------
Total assets                                                               8,106,262             2,938,087             19,964,537
                                                                           =========             =========             ==========

Liabilities
Payable to American Enterprise Life for:
  Mortality and expense risk fee                                               8,575                 2,998                 21,236
  Issue and administrative fee                                                 1,029                   360                  2,548
  Contract terminations                                                           --                 3,398                     --
Payable to mutual funds and portfolios for investments purchased               9,184                    --                  6,271
                                                                               -----                                        -----
Total liabilities                                                             18,788                 6,756                 30,055
                                                                              ------                 -----                 ------
Net assets applicable to contracts in accumulation period                  8,087,474             2,931,052             19,932,641
Net assets applicable to contracts in payment period                              --                   279                  1,841
                                                                                                       ---                  -----
Total net assets                                                         $ 8,087,474           $ 2,931,331           $ 19,934,482
                                                                         ===========           ===========           ============
Accumulation units outstanding                                             6,355,776             1,411,843              9,311,251
                                                                           =========             =========              =========
Net asset value per accumulation unit                                         $ 1.27                $ 2.08                 $ 2.14
                                                                              ======                ======                 ======

                                                                                                                         Combined
                                                                                                                         Variable
Assets                                                                      ENO                    EVO                    Account
Investments in shares of mutual funds and portfolios:
  at cost                                                                $ 9,228,143            $ 1,096,258          $ 82,621,172
                                                                         -----------            -----------          ------------
  at market value                                                       $ 20,602,458            $ 1,639,313         $ 102,172,719
Dividends receivable                                                              --                     --                71,570
Accounts receivable from American Enterprise Life
for contract purchase payments                                                    --                     --                77,867
Receivable from mutual funds and portfolios for share redemptions             26,598                  2,613                69,355
                                                                              ------                  -----                ------
Total assets                                                              20,629,056              1,641,926           102,391,511

Liabilities
Payable to American Enterprise Life for:
  Mortality and expense risk fee                                              21,949                  1,688               108,247
  Issue and administrative fee                                                 2,634                    202                12,990
  Contract terminations                                                        2,015                    723                69,900
Payable to mutual funds and portfolios for investments purchased                  --                     --                15,455
                                                                                                                           ------
Total liabilities                                                             26,598                  2,613               206,592
                                                                              ------                  -----               -------
Net assets applicable to contracts in accumulation period                 20,602,458              1,639,256           102,162,106
Net assets applicable to contracts in payment period                              --                     57                22,813
                                                                                                         --                ------
Total net assets                                                        $ 20,602,458            $ 1,639,313         $ 102,184,919
                                                                        ============            ===========         =============
Accumulation units outstanding                                             5,475,925                743,110
                                                                           =========                =======
Net asset value per accumulation unit                                         $ 3.76                 $ 2.21
                                                                              ======                 ======

See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
American Enterprise Variable Annuity Account - AEL Preferred Variable Annuity

Statements of Operations
Year ended December 31, 1999

                                                                                         Segregated Asset Subaccounts
Investment income                                                             ESI                   ECR                    EMS
<S>                                                                        <C>                 <C>                       <C>
Dividend income from mutual funds and portfolios                           $ 639,680           $ 1,220,605               $ 49,468
                                                                           ---------           -----------               --------
Expenses:
Mortality and expense risk fee                                               116,344               140,484                 13,300
Administrative charge                                                             --                    --                     --
Mortality charge                                                              13,961                16,858                  1,596
                                                                              ------                ------                  -----
Total expenses                                                               130,305               157,342                 14,896
                                                                             -------               -------                 ------
Investment income (loss) - net                                               509,375             1,063,263                 34,572
                                                                             =======             =========                 ======

Realized and unrealized gain (loss) on investments - net
Realized gain (loss) on sales of investments in
mutual funds and portfolios:
  Proceeds from sales                                                        519,183               775,040              3,469,740
  Cost of investments sold                                                   557,599               641,397              3,469,746
                                                                             -------               -------              ---------
Net realized gain (loss) on investments                                      (38,416)              133,643                     (6)
Net change in unrealized appreciation or depreciation of investments        (431,444)            1,170,550                     (4)
                                                                            --------             ---------                     --
Net gain (loss) on investments                                              (469,860)            1,304,193                    (10)
                                                                            --------             ---------                    ---
Net increase (decrease) in net assets resulting from operations             $ 39,515           $ 2,367,456               $ 34,562
                                                                            ========           ===========               ========

Investment income                                                             EMG                    EAG
Dividend income from mutual funds and portfolios                           $ 773,979              $ 777,394
                                                                           ---------              ---------
Expenses:
Mortality and expense risk fee                                               128,813                 90,103
Administrative charge                                                             --                     --
Mortality charge                                                              15,456                  9,769
                                                                              ------                  -----
Total expenses                                                               144,269                 99,872
                                                                             -------                 ------
Investment income (loss) - net                                               629,710                677,522
                                                                             =======                =======

Realized and unrealized gain (loss) on investments - net
Realized gain (loss) on sales of investments in
mutual funds and portfolios:
  Proceeds from sales                                                        674,233                784,628
  Cost of investments sold                                                   642,429                715,168
                                                                             -------                -------
Net realized gain (loss) on investments                                       31,804                 69,460
Net change in unrealized appreciation or depreciation of investments         705,266              3,733,600
                                                                             -------              ---------
Net gain (loss) on investments                                               737,070              3,803,060
                                                                             -------              ---------
Net increase (decrease) in net assets resulting from operations          $ 1,366,780            $ 4,480,582
                                                                         ===========            ===========

See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
American Enterprise Variable Annuity Account - AEL Preferred Variable Annuity

Statements of Operations
Year ended December 31, 1999

                                                                                        Segregated Asset Subaccounts
Investment income                                                             EDI                   EGG                    EGI
<S>                                                                        <C>                   <C>                  <C>
Dividend income from mutual funds and portfolios                           $ 548,649             $ 125,227            $ 1,699,426
                                                                           ---------             ---------            -----------
Expenses:
Mortality and expense risk fee                                                98,749                21,743                258,279
Administrative charge                                                         11,850                 2,609                 30,994
Mortality charge                                                                  --                    --                     --
                                                                              ------                ------                -------
Total expenses                                                               110,599                24,352                289,273
                                                                             -------                ------                -------
Investment income (loss) - net                                               438,050               100,875              1,410,153
                                                                             =======               =======              =========

Realized and unrealized gain (loss) on investments - net
Realized gain (loss) on sales of investments in
mutual funds and portfolios:
  Proceeds from sales                                                        762,680               172,730              1,787,631
  Cost of investments sold                                                   831,712               151,397              1,649,630
                                                                             -------               -------              ---------
Net realized gain (loss) on investments                                      (69,032)               21,333                138,001
Net change in unrealized appreciation or depreciation of investments        (338,782)              939,066             (1,526,466)
                                                                            --------               -------             ----------
Net gain (loss) on investments                                              (407,814)              960,399             (1,388,465)
                                                                            --------               -------             ----------
Net increase (decrease) in net assets resulting from operations             $ 30,236           $ 1,061,274               $ 21,688
                                                                            ========           ===========               ========

                                                                                                                         Combined
                                                                                                                         Variable
Investment income                                                             ENO                    EVO                  Account
Dividend income from mutual funds and portfolios                           $ 185,706               $ 65,824           $ 6,085,958
                                                                           ---------               --------           -----------
Expenses:
Mortality and expense risk fee                                               184,295                 11,896             1,064,006
Administrative charge                                                         22,115                  1,428                68,996
Mortality charge                                                                  --                     --                57,640
                                                                              ------                 ------                ------
Total expenses                                                               206,410                 13,324             1,190,642
                                                                             -------                 ------             ---------
Investment income (loss) - net                                               (20,704)                52,500             4,895,316
                                                                             =======                 ======             =========

Realized and unrealized gain (loss) on investments - net
Realized gain (loss) on sales of investments in
mutual funds and portfolios:
  Proceeds from sales                                                      1,782,292                 84,714            10,812,871
  Cost of investments sold                                                 1,157,209                 72,891             9,889,178
                                                                           ---------                 ------             ---------
Net realized gain (loss) on investments                                      625,083                 11,823               923,693
Net change in unrealized appreciation or depreciation of investments       7,761,913                458,840            12,472,539
                                                                           ---------                -------            ----------
Net gain (loss) on investments                                             8,386,996                470,663            13,396,232
                                                                           ---------                -------            ----------
Net increase (decrease) in net assets resulting from operations          $ 8,366,292              $ 523,163          $ 18,291,548
                                                                         ===========              =========          ============

See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
American Enterprise Variable Annuity Account - AEL Preferred Variable Annuity

Statements of Changes in Net Assets
Year ended December 31, 1999

                                                                                        Segregated Asset Subaccounts
Operations                                                                     ESI                  ECR                    EMS
<S>                                                                        <C>                 <C>                       <C>
Investment income (loss) - net                                             $ 509,375           $ 1,063,263               $ 34,572
Net realized gain (loss) on investments                                      (38,416)              133,643                     (6)
Net change in unrealized appreciation or depreciation of investments        (431,444)            1,170,550                     (4)
                                                                            --------             ---------                     --
Net increase (decrease) in net assets resulting from operations               39,515             2,367,456                 34,562
                                                                              ======             =========                 ======

Contract transactions
Contract purchase payments                                                 2,364,485             1,613,826                327,820
Net transfers*                                                             1,661,200               889,068                920,070
Contract terminations:
  Surrender benefits                                                        (643,436)             (978,721)            (1,027,233)
  Death benefits                                                            (155,072)              (92,582)                    --
                                                                            --------               -------
Increase (decrease) from contract transactions                             3,227,177             1,431,591                220,657
                                                                           ---------             ---------                -------
Net assets at beginning of year                                            7,553,609             9,845,123                858,800
                                                                           ---------             ---------                -------
Net assets at end of year                                               $ 10,820,301          $ 13,644,170            $ 1,114,019
                                                                        ============          ============            ===========

Accumulation unit activity
Units outstanding at beginning of year                                     5,688,915             5,163,185                749,301
Contract purchase payments                                                 1,802,413               806,674                279,813
Net transfers*                                                             1,255,338               436,406                788,973
Contract terminations:
  Surrender benefits and contract charges                                   (503,166)             (490,112)              (876,926)
  Death benefits                                                            (116,901)              (51,901)                    --
                                                                            --------               -------
Units outstanding at end of year                                           8,126,599             5,864,252                941,161
                                                                           =========             =========                =======

Operations                                                                   EMG                    EAG
Investment income (loss) - net                                            $ 629,710              $ 677,522
Net realized gain (loss) on investments                                      31,804                 69,460
Net change in unrealized appreciation or depreciation of investments        705,266              3,733,600
                                                                            -------              ---------
Net increase (decrease) in net assets resulting from operations           1,366,780              4,480,582
                                                                          =========              =========

Contract transactions
Contract purchase payments                                                1,698,764              1,327,105
Net transfers*                                                            1,651,244                196,717
Contract terminations:
  Surrender benefits                                                       (777,693)              (590,047)
  Death benefits                                                           (113,085)               (90,014)
                                                                           --------                -------
Increase (decrease) from contract transactions                            2,459,230                843,761
                                                                          ---------                -------
Net assets at beginning of year                                           8,564,185              5,696,833
                                                                          ---------              ---------
Net assets at end of year                                              $ 12,390,195           $ 11,021,176
                                                                       ============           ============

Accumulation unit activity
Units outstanding at beginning of year                                    4,684,466              3,452,898
Contract purchase payments                                                  906,505                765,858
Net transfers*                                                              874,349                135,664
Contract terminations:
  Surrender benefits and contract charges                                  (420,370)              (342,970)
  Death benefits                                                            (59,547)               (50,218)
                                                                            -------                -------
Units outstanding at end of year                                          5,985,403              3,961,232
                                                                          =========              =========

*Includes  transfer  activity from (to) other subacounts and transfers from (to)
American  Enterprise Life's fixed account.
See accompanying  notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
American Enterprise Variable Annuity Account - AEL Preferred Variable Annuity

Statements of Changes in Net Assets
Year ended December 31, 1999
                                                                                         Segregated Asset Subaccounts
Operations                                                                    EDI                   EGG                    EGI
<S>                                                                        <C>                   <C>                  <C>
Investment income (loss) - net                                             $ 438,050             $ 100,875            $ 1,410,153
Net realized gain (loss) on investments                                      (69,032)               21,333                138,001
Net change in unrealized appreciation or depreciation of investments        (338,782)              939,066             (1,526,466)
                                                                            --------               -------             ----------
Net increase (decrease) in net assets resulting from operations               30,236             1,061,274                 21,688
                                                                              ======             =========                 ======

Contract transactions
Contract purchase payments                                                   429,428               438,876                993,329
Net transfers*                                                               819,217               253,954              1,042,498
Contract terminations:
  Surrender benefits                                                        (588,321)              (85,561)            (1,474,391)
  Death benefits                                                            (163,991)               (7,699)              (227,092)
                                                                            --------                ------               --------
Increase (decrease) from contract transactions                               496,333               599,570                334,344
                                                                             -------               -------                -------
Net assets at beginning of year                                            7,560,905             1,270,487             19,578,450
                                                                           ---------             ---------             ----------
Net assets at end of year                                                $ 8,087,474           $ 2,931,331           $ 19,934,482
                                                                         ===========           ===========           ============

Accumulation unit activity
Units outstanding at beginning of year                                     5,962,803               995,653              9,160,761
Contract purchase payments                                                   340,298               306,162                452,859
Net transfers*                                                               649,312               179,237                475,496
Contract terminations:
  Surrender benefits and contract charges                                   (466,981)              (64,029)              (677,158)
  Death benefits                                                            (129,656)               (5,180)              (100,707)
                                                                            --------                ------               --------
Units outstanding at end of year                                           6,355,776             1,411,843              9,311,251
                                                                           =========             =========              =========

                                                                                                                         Combined
                                                                                                                         Variable
Operations                                                                    ENO                    EVO                  Account
Investment income (loss) - net                                             $ (20,704)              $ 52,500           $ 4,895,316
Net realized gain (loss) on investments                                      625,083                 11,823               923,693
Net change in unrealized appreciation or depreciation of investments       7,761,913                458,840            12,472,539
                                                                           ---------                -------            ----------
Net increase (decrease) in net assets resulting from operations            8,366,292                523,163            18,291,548
                                                                           =========                =======            ==========

Contract transactions
Contract purchase payments                                                   420,481                312,715             9,926,829
Net transfers*                                                              (190,447)               226,374             7,469,895
Contract terminations:
  Surrender benefits                                                        (986,195)               (41,164)           (7,192,762)
  Death benefits                                                             (70,593)                (3,873)             (924,001)
                                                                             -------                 ------              --------
Increase (decrease) from contract transactions                              (826,754)               494,052             9,279,961
                                                                            --------                -------             ---------
Net assets at beginning of year                                           13,062,920                622,098            74,613,410
                                                                          ----------                -------            ----------
Net assets at end of year                                               $ 20,602,458            $ 1,639,313         $ 102,184,919
                                                                        ============            ===========         =============

Accumulation unit activity
Units outstanding at beginning of year                                     5,798,150                439,985
Contract purchase payments                                                   165,668                196,463
Net transfers*                                                               (74,469)               139,299
Contract terminations:
  Surrender benefits and contract charges                                   (385,336)               (30,344)
  Death benefits                                                             (28,088)                (2,293)
                                                                             -------                 ------
Units outstanding at end of year                                           5,475,925                743,110
                                                                           =========                =======

*Includes  transfer  activity from (to) other subacounts and transfers from (to)
American  Enterprise Life's fixed account.
See accompanying  notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
American Express Variable Annuity Account - AEL Preferred Variable Annuity

Statements of Changes in Net Assets
Year ended December 31, 1998
                                                                               Segregated Asset Subaccounts
Operations                                                         ESI                     ECR                    EMS
<S>                                                            <C>                     <C>                     <C>
Investment income (loss) - net                                 $ 338,547               $ 598,178               $ 21,695
Net realized gain (loss) on investments                           (2,867)                 31,856                      1
Net change in unrealized appreciation or
depreciation of investments                                     (378,318)                957,259                      3
                                                                --------                 -------                      -
Net increase (decrease) in net assets
resulting from operations                                        (42,638)              1,587,293                 21,699
                                                                 =======               =========                 ======

Contract transactions
Contract purchase payments                                     4,304,628               3,114,006                691,275
Net transfers*                                                   243,040                (245,243)               (85,043)
Annuity payments                                                     (74)                   (385)                    --
Contract terminations:
  Surrender benefits and contract charges                       (297,229)               (529,563)               (28,396)
  Death benefits                                                 (28,304)                (21,950)                    --
                                                                 -------                 -------
Increase (decrease) from contract transactions                 4,222,061               2,316,865                577,836
                                                               ---------               ---------                -------
Net assets at beginning of year                                3,374,186               5,940,965                259,265
                                                               ---------               ---------                -------
Net assets at end of year                                    $ 7,553,609             $ 9,845,123              $ 858,800
                                                             ===========             ===========              =========

Accumulation unit activity
Units outstanding at beginning of year                         2,543,718               3,812,754                231,256
Contracts purchase payments                                    3,245,320               1,848,700                635,551
Net transfers*                                                   183,324                (146,994)               (79,775)
Contract terminations:
  Surrender benefits and contract charges                       (262,248)               (338,414)               (37,731)
  Death benefits                                                 (21,199)                (12,861)                    --
                                                                 -------                 -------
Units outstanding at end of year                               5,688,915               5,163,185                749,301
                                                               =========               =========                =======

Operations                                                          EMG                     EAG
Investment income (loss) - net                                  $ 794,837               $ 291,638
Net realized gain (loss) on investments                             6,346                   9,024
Net change in unrealized appreciation or
depreciation of investments                                        55,365                (224,339)
                                                                   ------                --------
Net increase (decrease) in net assets
resulting from operations                                         856,548                  76,323
                                                                  =======                  ======

Contract transactions
Contract purchase payments                                      3,376,704               1,944,651
Net transfers*                                                    (21,220)                 11,902
Annuity payments                                                     (118)                   (343)
Contract terminations:
  Surrender benefits and contract charges                        (335,067)               (292,481)
  Death benefits                                                  (25,390)                (13,088)
                                                                  -------                 -------
Increase (decrease) from contract transactions                  2,994,909               1,650,641
                                                                ---------               ---------
Net assets at beginning of year                                 4,712,728               3,969,869
                                                                ---------               ---------
Net assets at end of year                                     $ 8,564,185             $ 5,696,833
                                                              ===========             ===========

Accumulation unit activity
Units outstanding at beginning of year                          2,944,208               2,434,211
Contracts purchase payments                                     2,000,537               1,189,822
Net transfers*                                                    (16,062)                 27,517
Contract terminations:
  Surrender benefits and contract charges                        (229,369)               (191,090)
  Death benefits                                                  (14,848)                 (7,562)
                                                                  -------                  ------
Units outstanding at end of year                                4,684,466               3,452,898
                                                                =========               =========

*Includes  transfer activity from (to) other subaccounts and transfers from (to)
American Enterprise Life's fixed account.
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
American Express Variable Annuity Account - AEL Preferred Variable Annuity

Statements of Changes in Net Assets
Year ended December 31, 1998
                                                                              Segregated Asset Subaccounts
Operations                                                       EDI                     EGG                    EGI
<S>                                                           <C>                      <C>                 <C>
Investment income (loss) - net                                $ 210,246                $ 72,979            $ 1,584,977
Net realized gain (loss) on investments                         (13,263)                    478                 51,395
Net change in unrealized appreciation or
depreciation of investments                                    (445,119)                126,815                430,830
                                                               --------                 -------                -------
Net increase (decrease) in net assets
resulting from operations                                      (248,136)                200,272              2,067,202
                                                               ========                 =======              =========

Contract transactions
Contract purchase payments                                    3,896,228                 722,793              6,003,340
Net transfers*                                                  204,479                 (31,631)               336,195
Annuity payments                                                     --                      --                   (443)
Contract terminations:
Surrender benefits and contract charges                        (372,930)                (13,786)              (918,096)
Death benefits                                                  (26,715)                     --                (23,141)
                                                                -------                                        -------
Increase (decrease) from contract transactions                3,701,062                 677,376              5,397,855
                                                              ---------                 -------              ---------
Net assets at beginning of year                               4,107,979                 392,839             12,113,393
                                                              ---------                 -------             ----------
Net assets at end of year                                   $ 7,560,905             $ 1,270,487           $ 19,578,450
                                                            ===========             ===========           ============

Accumulation unit activity
Units outstanding at beginning of year                        3,150,958                 387,592              6,452,046
Contracts purchase payments                                   3,003,542                 646,928              3,037,405
Net transfers*                                                  154,556                 (20,850)               176,523
Contract terminations:
Surrender benefits and contract charges                        (325,760)                (18,017)              (492,893)
Death benefits                                                  (20,493)                     --                (12,320)
                                                                -------                                        -------
Units outstanding at end of year                              5,962,803                 995,653              9,160,761
                                                              =========                 =======              =========

                                                                                                               Combined
                                                                                                               Variable
Operations                                                       ENO                     EVO                    Account
Investment income (loss) - net                                $ (11,649)               $ 10,832             $ 3,912,280
Net realized gain (loss) on investments                         113,215                   1,395                 197,580
Net change in unrealized appreciation or
depreciation of investments                                   2,107,898                  76,861               2,707,255
                                                              ---------                  ------               ---------
Net increase (decrease) in net assets
resulting from operations                                     2,209,464                  89,088               6,817,115
                                                              =========                  ======               =========

Contract transactions
Contract purchase payments                                    3,248,421                 376,788              27,678,834
Net transfers*                                                 (206,315)                (10,324)                195,840
Annuity payments                                                    (27)                     --                  (1,390)
Contract terminations:
Surrender benefits and contract charges                        (563,223)                 (4,654)             (3,355,425)
Death benefits                                                  (24,012)                     --                (162,600)
                                                                -------                                        --------
Increase (decrease) from contract transactions                2,454,844                 361,810              24,355,259
                                                              ---------                 -------              ----------
Net assets at beginning of year                               8,398,612                 171,200              43,441,036
                                                              ---------                 -------              ----------
Net assets at end of year                                  $ 13,062,920               $ 622,098            $ 74,613,410
                                                           ============               =========            ============

Accumulation unit activity
Units outstanding at beginning of year                        4,575,051                 148,486
Contracts purchase payments                                   1,636,811                 310,319
Net transfers*                                                  (95,440)                 (7,962)
Contract terminations:
Surrender benefits and contract charges                        (306,558)                (10,858)
Death benefits                                                  (11,714)                     --
                                                                -------
Units outstanding at end of year                              5,798,150                 439,985
                                                              =========                 =======

*Includes  transfer activity from (to) other subaccounts and transfers from (to)
American Enterprise Life's fixed account.
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
American Enterprise Variable Annuity Account -- AEL Preferred Variable Annuity

Notes to Financial Statements

1. ORGANIZATION

American Enterprise Variable Annuity Account (the Account) was established under
Indiana law on July 15, 1987 and the  subaccounts  are registered  together as a
single unit  investment  trust of American  Enterprise  Life  Insurance  Company
(American  Enterprise Life) under the Investment Company Act of 1940, as amended
(the 1940 Act). Operations of the Account commenced on Feb. 21, 1995.

The  Account  is  comprised  of various  subaccounts.  Each  subaccount  invests
exclusively in shares of the following mutual funds or portfolios (collectively,
the Funds),  which are registered  under the 1940 Act as  diversified,  open-end
management investment companies and have the following investment managers.

Subaccount        Invests exclusively in shares of                              Investment Manager
<S>               <C>                                                           <C>
ESI               AXP SM Variable Portfolio-- Bond Fund                         IDS Life Insurance Company 1
ECR               AXPSM Variable Portfolio-- Capital Resource Fund              IDS Life Insurance Company 1
EMS               AXP SM Variable Portfolio-- Cash Management Fund              IDS Life Insurance Company 1
EMG               AXPSM Variable Portfolio-- Managed Fund                       IDS Life Insurance Company 1
EAG               AXPSM Variable Portfolio-- Strategy Aggressive Fund           IDS Life Insurance Company 1
EDI               Putnam VT Diversified Income Fund - Class IA Shares           Putnam Investment Management, Inc.
EGG               Putnam VT Global Growth Fund - Class IA shares                Putnam Investment Management, Inc.
EGI               Putnam VT Growth and Income Fund - Class IA Shares            Putnam Investment Management, Inc.
ENO               Putnam VT New Opportunities Fund - Class IA Shares            Putnam Investment Management, Inc.
EVO               Putnam VT Voyager Fund - Class IA Shares                      Putnam Investment Management, Inc.

1 American Express Financial Corporation (AEFC) is the investment advisor.

The assets of each subaccount of the Account are not chargeable with liabilities
arising out of the business  conducted by any other  segregated asset account or
by American Enterprise Life.

American Enterprise Life issues the contracts which are distributed by banks and
financial  institutions  either  directly  or through a network  of  third-party
marketers.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Investments in the Funds

Investments  in shares of the Funds are stated at market  value which is the net
asset  value  per  share  as  determined  by the  respective  Funds.  Investment
transactions  are  accounted  for on the date the shares are purchased and sold.
The cost of  investments  sold and  redeemed is  determined  on the average cost
method.  Dividend  distributions  received  from the  Funds  are  reinvested  in
additional  shares of the Funds and are recorded as income by the subaccounts on
the ex-dividend date.

Unrealized  appreciation  or  depreciation  of investments  in the  accompanying
financial   statements   represents  the   subaccounts'   share  of  the  Funds'
undistributed net investment income, undistributed realized gain or loss and the
unrealized appreciation or depreciation on their investment securities.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States  requires  management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosures  of contingent  assets and  liabilities at the date of the financial
statements and the reported  amounts of increase and decrease in net assets from
operations during the period. Actual results could differ from those estimates.

Federal Income Taxes

American  Enterprise Life is taxed as a life insurance  company.  The Account is
treated as part of American  Enterprise  Life for federal  income tax  purposes.
Under existing  federal income tax law, no income taxes are payable with respect
to any investment income of the Account.

3. MORTALITY AND EXPENSE RISK FEE

American  Enterprise  Life makes  contractual  assurances  to the  Account  that
possible  future  adverse  changes  in  administrative  expenses  and  mortality
experience of the contract  owners and  annuitants  will not affect the Account.
The mortality and expense risk fee paid to American  Enterprise Life is computed
daily and is equal, on an annual basis, to 1.25% of the average daily net assets
of the subaccounts.

4. ADMINISTRATIVE CHARGE

American  Enterprise  Life deducts a daily charge equal,  on an annual basis, to
0.15% of the average daily net assets of each  subaccount  as an  administrative
charge. This charge covers certain  administrative and operating expenses of the
subaccounts  incurred by American Enterprise Life such as accounting,  legal and
data processing fees and expenses  involved in the preparation and  distribution
of reports and prospectuses. This charge cannot be increased.

5. CONTRACT ADMINISTRATIVE CHARGE

American  Enterprise  Life deducts a contract  administrative  charge of $30 per
year on each contract anniversary.  This charge cannot be increased and does not
apply after annuity payouts begin.  American  Enterprise Life does not expect to
profit from this charge.  This charge  reimburses  American  Enterprise Life for
expenses  incurred in establishing and maintaining the annuity  records.  If you
make payments to your annuity under a systematic  investment plan (SIP), we will
deduct the contract  administrative charge on any contract anniversary when your
contract  value is $2,000 or more but less than  $50,000.  This charge is waived
when the contract value is $50,000 or more on the current contract  anniversary.
The $30 annual charge is deducted at the time of any full surrender.

6. WITHDRAWAL CHARGE

American Enterprise Life will use a withdrawal charge to help it recover certain
expenses relating to the sale of the annuity.  The withdrawal charge is deducted
for withdrawals during the first six payment years following a purchase payment.
Charges by American  Enterprise  Life for  withdrawals  are not identified on an
individual  segregated asset subaccount basis.  Charges for all segregated asset
subaccounts  amounted to $479,554 in 1999 and $199,062 in 1998. Such charges are
not  treated  as a  separate  expense of the  subaccounts.  They are  ultimately
deducted from contract  withdrawal  benefits paid by American  Enterprise  Life.
This charge is waived if the  withdrawal  meets certain  provisions as stated in
the contract.

7. INVESTMENT IN SHARES

The  subaccounts'  investment in shares of the Funds as of Dec. 31, 1999 were as
follows:

Subaccount     Investment                                                          Shares          NAV
<S>            <C>                                                              <C>             <C>
ESI            AXP SM Variable Portfolio-- Bond Fund                            1,026,989       $10.54
ECR            AXPSM Variable Portfolio-- Capital Resource Fund                   374,575        36.40
EMS            AXP SM Variable Portfolio-- Cash Management Fund                 1,110,224         1.00
EMG            AXPSM Variable Portfolio-- Managed Fund                            626,098        19.82
EAG            AXPSM Variable Portfolio-- Strategy Aggressive Fund                459,906        23.92
EDI            Putnam VT Diversified Income Fund - Class IA Shares                814,449         9.93
EGG            Putnam VT Global Growth Fund - Class IA Shares                      96,141        30.49
EGI            Putnam VT Growth and Income Fund - Class IA Shares                 743,824        26.80
ENO            Putnam VT New Opportunities Fund - Class IA Shares                 473,185        43.54
EVO            Putnam VT Voyager Fund - Class IA Shares                            24,744        66.25

8. INVESTMENT TRANSACTIONS

The subaccounts' purchases of Funds' shares,  including reinvestment of dividend
distributions, were as follows:

                                                                                   Year ended Dec. 31,
Subaccount        Investment                                                      1999             1998
<S>               <C>                                                         <C>              <C>
ESI               AXP SM Variable Portfolio-- Bond Fund                       $ 4,264,147      $ 4,647,272
ECR               AXPSM Variable Portfolio-- Capital Resource Fund              3,258,677        3,205,569
EMS               AXP SM Variable Portfolio-- Cash Management Fund              3,721,067        1,567,312
EMG               AXPSM Variable Portfolio-- Managed Fund                       3,779,798        3,919,323
EAG               AXPSM Variable Portfolio-- Strategy Aggressive Fund           2,283,793        2,163,591
EDI               Putnam VT Diversified Income Fund - Class IA Shares           1,688,106        4,166,205
EGG               Putnam VT Global Growth Fund - Class IA Shares                  871,694          808,467
EGI               Putnam VT Growth and Income Fund - Class IA Shares            3,508,981        7,603,531
ENO               Putnam VT New Opportunities Fund - Class IA Shares              919,361        3,048,046
EVO               Putnam VT Voyager Fund - Class IA Shares                        630,539          401,110
                  Combined Variable Account                                   $24,926,163      $31,530,426

<PAGE>

9. YEAR 2000 (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 American Enterprise Life
and the Account.  All of the major systems used by the American  Enterprise Life
and by the  Account  are  maintained  by  AEFC  and  are  utilized  by  multiple
subsidiaries  and  affiliates  of  AEFC.  American  Enterprise  Life's  and  the
Account's businesses are heavily dependent upon AEFC's computer systems and have
significant interactions with systems of third parties.

A  comprehensive  review of AEFC's  computer  systems  and  business  processes,
including  those  specific  to American  Enterprise  Life and the  Account,  was
conducted to identify the major  systems that could be affected by the Year 2000
issue. Steps were taken to resolve potential problems including  modification to
existing  software and the purchase of new software.  As of Dec. 31, 1999,  AEFC
had  completed its program of  corrective  measures on its internal  systems and
applications,  including Year 2000 compliance testing. As of Dec. 31, 1999, AEFC
had also  completed  an  evaluation  of the Year 2000  readiness  of other third
parties whose system failures could have an impact on American Enterprise Life's
and the Account's operations.

AEFC's Year 2000 project also included  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.  As of Dec. 31,  1999,  these plans had been amended to include
specific Year 2000 considerations.

In  assessing  its Year 2000  initiatives  and the results of actual  production
since Jan. 1, 2000,  management  believes no material adverse  consequences were
experienced,  and there was no material effect on American Enterprise Life's and
the  Account's  business,  results of  operations,  or financial  condition as a
result of the Year 2000 issue.
</TABLE>

<PAGE>



AMERICAN ENTERPRISE LIFE INSURANCE COMPANY FINANCIAL INFORMATION


REPORT OF INDEPENDENT AUDITORS

The Board of Directors
American Enterprise Life Insurance Company


We have audited the  accompanying  balance  sheets of American  Enterprise  Life
Insurance  Company (a wholly owned subsidiary of IDS Life Insurance  Company) as
of  December  31,  1999  and  1998,  and  the  related   statements  of  income,
stockholder's  equity and cash  flows for each of the three  years in the period
ended December 31, 1999. 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 auditing standards generally accepted
in the United States. 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  financial  position of American  Enterprise  Life
Insurance  Company  at  December  31,  1999 and  1998,  and the  results  of its
operations  and its cash flows for each of the three  years in the period  ended
December 31, 1999, in conformity with accounting  principles  generally accepted
in the United States.



/s/ Ernst & Young LLP
Ernst & Young LLP
February 3, 2000
Minneapolis, Minnesota

<PAGE>

                   AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                                 BALANCE SHEETS
                                  December 31,
                       ($ thousands, except share amounts)
<TABLE>
<S>                                                              <C>              <C>

ASSETS                                                              1999              1998
------                                                           -----------      -----------

Investments:
  Fixed maturities:
    Held to maturity, at amortized cost (fair value:
       1999, $984,103; 1998, $1,126,732)                          $1,006,349       $1,081,193
    Available for sale, at fair value (amortized cost:
       1999, $2,411,799; 1998, $2,526,712)                         2,304,487        2,594,858
                                                                 -----------      -----------
                                                                   3,310,836        3,676,051

  Mortgage loans on real estate                                      785,253          815,806
  Other investments                                                   11,470           12,103
                                                                 -----------      -----------
          Total investments                                        4,107,559        4,503,960

Accounts receivable                                                      316              214
Accrued investment income                                             56,676           61,740
Deferred policy acquisition costs                                    180,288          196,479
Deferred income taxes                                                 37,501               --
Other assets                                                               9               43
Separate account assets                                              220,994          123,185
                                                                 -----------      -----------

          Total assets                                            $4,603,343       $4,885,621
                                                                  ==========       ==========

LIABILITIES AND STOCKHOLDER'S EQUITY

Liabilities:
  Future policy benefits for fixed annuities                      $3,921,513       $4,166,852
  Policy claims and other policyholders' funds                        12,097            7,389
  Deferred income taxes                                                   --           23,199
  Amounts due to brokers                                              25,215           54,347
  Other liabilities                                                   17,436           24,500
  Separate account liabilities                                       220,994          123,185
                                                                 -----------      -----------
          Total liabilities                                        4,197,255        4,399,472

Stockholder's equity:
  Capital stock, $100 par value per share;
    100,000 shares authorized,
    20,000 shares issued and outstanding                               2,000            2,000
  Additional paid-in capital                                         282,872          282,872
  Accumulated other comprehensive (loss) income:
     Net unrealized securities (losses) gains                        (69,753)          44,295
  Retained earnings                                                  190,969          156,982
                                                                 -----------      -----------
          Total stockholder's equity                                 406,088          486,149
                                                                 -----------      -----------

Total liabilities and stockholder's equity                        $4,603,343       $4,885,621
                                                                  ==========       ==========
</TABLE>

<PAGE>

                   AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                              STATEMENTS OF INCOME
                            Years ended December 31,
                                  ($ thousands)
<TABLE>
<S>                                                       <C>               <C>              <C>

                                                            1999              1998             1997
                                                          ---------         ---------        ---------

Revenues:
  Net investment income                                    $322,746          $340,219         $332,268
  Contractholder charges                                      6,069             6,387            5,688
  Mortality and expense risk fees                             2,269             1,275              641
  Net realized gain (loss) on investments                     6,565            (4,788)            (509)
                                                          ---------         ---------        ---------

          Total revenues                                    337,649           343,093          338,088
                                                          ---------         ---------        ---------

Benefits and expenses:
  Interest credited on investment contracts                 208,583           228,533          231,437
  Amortization of deferred policy acquisition costs          43,257            53,663           36,803
  Other operating expenses                                   35,147            24,476           24,890
                                                          ---------         ---------        ---------

          Total benefits and expenses                       286,987           306,672          293,130
                                                          ---------         ---------        ---------

Income before income taxes                                   50,662            36,421           44,958

Income taxes                                                 16,675            14,395           16,645
                                                          ---------         ---------        ---------

Net income                                                $  33,987         $  22,026        $  28,313
                                                          =========         =========        =========
</TABLE>

<PAGE>

                   AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                       STATEMENTS OF STOCKHOLDER'S EQUITY
                       Three years ended December 31, 1999
                                  ($ thousands)
<TABLE>
<CAPTION>

                                                                                                   Accumulated
                                                                                                     Other
                                                         Total                      Additional    Comprehensive
                                                     Stockholder's     Capital       Paid-In      (Loss) Income,     Retained
                                                         Equity         Stock         Capital        Net of Tax       Earnings
                                                     -------------    --------    ------------    ------------    -------------
<S>                                                  <C>              <C>         <C>             <C>             <C>
Balance, December 31, 1996                               $363,858       $2,000       $242,872        $ 12,343        $106,643
Comprehensive income:
     Net income                                            28,313           --             --              --          28,313
      Unrealized holding gains arising
           during the year, net of  taxes of
        ($19,891)                                          36,940           --             --          36,940              --
      Reclassification adjustment for losses
           included in net income, net of tax
           of ($126)                                          233           --             --             233              --
                                                     -------------                                ------------
     Other comprehensive income                            37,173           --             --          37,173              --
                                                     -------------
     Comprehensive income                                  65,486
Capital contribution from IDS Life                         40,000           --         40,000              --              --
                                                     -------------    --------    ------------    ------------    -------------

Balance, December 31, 1997                                469,344        2,000        282,872          49,516         134,956
Comprehensive income:
     Net income                                            22,026           --             --              --          22,026
     Unrealized holding losses arising
          during the year, net of taxes of $3,400          (6,314)          --             --          (6,314)             --
       Reclassification adjustment for losses
           included in net income, net of tax
           of ($588)                                        1,093           --             --           1,093              --
                                                     -------------                                ------------
     Other comprehensive loss                              (5,221)          --             --          (5,221)             --
                                                     -------------
     Comprehensive income                                  16,805
                                                     -------------    --------    ------------    ------------    -------------

Balance, December 31, 1998                                486,149        2,000        282,872          44,295         156,982
Comprehensive loss:
     Net income                                            33,987           --             --              --          33,987
     Unrealized holding losses arising
         during the year, net of taxes of $(59,231)      (110,001)          --             --        (110,001)             --
     Reclassification adjustment for gains
          included in net income, net of tax               (4,047)                                     (4,047)             --
          of $(2,179)                                -------------                                ------------
     Other comprehensive loss                            (114,048)          --             --        (114,048)             --
                                                     -------------
     Comprehensive loss                                   (80,061)
                                                     -------------    --------    ------------    ------------    -------------

Balance, December 31, 1999                               $406,088       $2,000       $282,872        $(69,753)       $190,969
                                                     =============    ========    ============    ============    =============
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                         See accompanying notes.

                                AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                                         STATEMENTS OF CASH FLOWS
                                         Years ended December 31,
                                              ($ thousands)
<S>                                                                <C>           <C>           <C>
                                                                      1999          1998          1997
                                                                   -----------   -----------   -----------
Cash flows from operating activities:
  Net income                                                       $   33,987    $   22,026    $   28,313
  Adjustments to reconcile net income to net cash
    provided by (used in) operating activities:
      Change in accrued investment income                               5,064        (2,152)       (8,017)
      Change in accounts receivable                                      (102)          349         9,304
      Change in deferred policy acquisition costs, net                 16,191        28,022       (21,276)
      Change in other assets                                               34            74         4,840
      Change in policy claims and other policyholders' funds            4,708        (3,939)      (16,099)
      Deferred income tax (benefit) provision                             711        (9,591)       (2,485)
      Change in other liabilities                                      (7,064)        7,595         1,255
      Amortization of premium (accretion of discount), net              2,315           122        (2,316)
      Net realized (gain) loss on investments                          (6,565)        4,788           509
      Other, net                                                      (1,562)         2,544           959
                                                                   -----------   -----------   -----------

         Net cash provided by (used in) operating activities           47,717        49,838        (5,013)

Cash flows from investing activities:
    Fixed maturities held to maturity:
        Purchases                                                          --            --        (1,996)
        Maturities                                                     65,705        73,601        41,221
        Sales                                                           8,466        31,117        30,601
    Fixed maturities available for sale:
        Purchases                                                    (593,888)     (298,885)     (688,050)
        Maturities                                                    248,317       335,357       231,419
        Sales                                                         469,126        48,492        73,366
    Other investments:
        Purchases                                                     (28,520)     (161,252)     (199,593)
        Sales                                                          57,548        78,681        29,139
    Change in amounts due to brokers                                  (29,132)       19,412       (53,796)
                                                                   -----------   -----------   ------------

          Net cash provided by (used in) investing activities         197,622       126,523      (537,689)

Cash flows from financing activities:
 Activity related to investment contracts:
    Considerations received                                           299,899       302,158       783,339
    Surrenders and other benefits                                    (753,821)     (707,052)     (552,903)
    Interest credited to account balances                             208,583       228,533       231,437
    Capital contribution from parent                                       --            --        40,000
                                                                   -----------   -----------   -----------

          Net cash (used in) provided by financing activities        (245,339)     (176,361)      501,873
                                                                   -----------   -----------   -----------

Net decrease in cash and cash equivalents                                  --            --       (40,829)

Cash and cash equivalents at beginning of year                             --            --        40,829
                                                                   -----------   -----------   -----------

Cash and cash equivalents at end of year                           $       --    $       --    $      --
                                                                   ===========   ===========   ==========
                                         See accompanying notes.

</TABLE>

<PAGE>

1.   Summary of significant accounting policies

     Nature of business

     American  Enterprise  Life Insurance  Company (the Company) is a stock life
     insurance  company that is domiciled in Indiana and is licensed to transact
     insurance  business  in 48  states.  The  Company's  principal  product  is
     deferred  annuities,  which are issued primarily to individuals.  It offers
     single  premium and annual premium  deferred  annuities on both a fixed and
     variable dollar basis.
     Immediate annuities are offered as well.

     Basis of presentation

     The Company is a wholly-owned subsidiary of IDS Life Insurance Company (IDS
     Life),  which is a wholly owned  subsidiary of American  Express  Financial
     Corporation  (AEFC).  AEFC is a wholly owned subsidiary of American Express
     Company.  The  accompanying  financial  statements  have been  prepared  in
     conformity  with  accounting  principles  generally  accepted in the United
     States which vary in certain respects from reporting  practices  prescribed
     or permitted by the Indiana Department of Insurance (see Note 4).

     The  preparation  of financial  statements  in conformity  with  accounting
     principles  generally accepted in the United States 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 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 accumulated other comprehensive (loss) income, net of deferred
     income 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 an
     allowance  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.

<PAGE>

1.   Summary of significant accounting policies (continued)

     Impairment  of  mortgage  loans is  measured  as the  excess of the  loan's
     recorded  investment  over its  present  value of  expected  principal  and
     interest payments  discounted at the loan's effective interest rate, or the
     fair value of  collateral.  The amount of the  impairment is recorded in an
     allowance for mortgage loan losses.  The allowance 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 allowance  account is
     determined  based on  several  factors,  including  historical  experience,
     expected  future  principal  and interest  payments,  estimated  collateral
     values,  and current and  anticipated  economic and  political  conditions.
     Management  regularly  evaluates the adequacy of the allowance 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.

     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  statements  of cash flows for the years
     ended December 31, is summarized as follows:

                                        1999            1998           1997
                                        ----            -----          ----
    Cash paid during the year for:
      Income taxes                      $22,007        $19,035       $19,456
      Interest on borrowings              2,187          5,437         1,832

     Contractholder charges

     Contractholder   charges  include  surrender  charges  and  fees  collected
     regarding the issue and administration of annuity contracts.

<PAGE>

1.   Summary of significant accounting policies (continued)

     Deferred policy acquisition costs

     The costs of acquiring new business, principally sales compensation, policy
     issue costs,  and certain  sales  expenses,  have been  deferred on annuity
     contracts. These costs are amortized using primarily the interest method.

     Amortization  of deferred  policy  acquisition  costs  requires  the use of
     assumptions  including  interest margins,  mortality  margins,  persistency
     rates,  maintenance  expense  levels and, for variable  products,  separate
     account  performance.   For  universal  life-type  insurance  and  deferred
     annuities,  actual  experience is reflected in the  Company's  amortization
     models monthly. As actual experience differs from the current  assumptions,
     management  considers  the need to change key  assumptions  underlying  the
     amortization  models  prospectively.  The  impact of  changing  prospective
     assumptions  is  reflected  in the period that such changes are made and is
     generally referred to as an unlocking  adjustment.  During 1998,  unlocking
     adjustments  resulted in a net increase in amortization of $11 million. Net
     unlocking adjustments in 1999 and 1997 were not significant.

     Liabilities for future policy benefits

     Liabilities  for  universal-life  type  insurance  and fixed  and  variable
     deferred annuities are accumulation values.

     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, 1999 and 1998 are $2,147 and
     $3,504, respectively, payable to IDS Life for federal income taxes.

     Separate account business

     The separate  account assets and  liabilities  represent funds held for the
     exclusive  benefit of the variable  annuity  contract  owners.  The Company
     receives mortality and expense risk fees from the variable annuity separate
     accounts.

<PAGE>

1.    Summary of significant accounting policies (continued)

     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.

      Accounting changes

     American  Institute of Certified Public  Accountants  (AICPA)  Statement of
     Position (SOP) 98-1,  "Accounting for Costs of Computer Software  Developed
     or Obtained for Internal  Use" became  effective  January 1, 1999.  The SOP
     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  capitalized by AEFC. As a result,  the
     new  rule  did not have a  material  impact  on the  Company's  results  of
     operations or financial condition.

     Effective January 1, 1999, the Company adopted AICPA 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 had historically carried balance in
     other  liabilities  on  the  balance  sheet  for  potential  guaranty  fund
     assessment exposure.  Adoption of the SOP did 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, 2001.
     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. The ultimate financial effect
     of the new  rule  will be  measured  based on the  derivatives  in place at
     adoption and cannot be estimated at this time.

<PAGE>

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 value of
     investments in fixed maturities at December 31, 1999 are as follows:
<TABLE>
<S>                                             <C>              <C>              <C>             <C>

                                                                   Gross           Gross
                                                Amortized        Unrealized       Unrealized        Fair
    Held to maturity                             Cost              Gains           Losses           Value
    ----------------                            ----------       --------         --------        ----------
    U.S. Government agency obligations          $    7,514       $     23         $    431        $    7,106
    State and municipal obligations                  3,002             44               --             3,046
    Corporate bonds and obligations                816,826          5,966           23,311           799,482
    Mortgage-backed securities                     179,007            296            4,834           174,469
                                                ----------       --------         --------        ----------
                                                $1,006,349       $  6,329         $ 28,576        $  984,103
                                                ==========       ========         ========        ==========

    Available for sale
    U.S. Government agency obligations          $    2,047   $         --         $     47        $    1,999
    State and municipal obligations                  2,250             --              190             2,060
    Corporate bonds and obligations              1,419,150          7,445           90,703         1,335,892
    Mortgage-backed securities                     988,352          1,929           25,746           964,536
                                                ------------     --------         --------        ----------
                                                $2,411,799       $  9,374         $116,686        $2,304,487
                                                ==========       ========         ========        ==========

     The amortized  cost,  gross  unrealized  gains and losses and fair value of
     investments in fixed maturities at December 31, 1998 are as follows:

                                                                   Gross           Gross
                                                 Amortized       Unrealized       Unrealized         Fair
    Held to maturity                               Cost            Gains           Losses            Value
    ----------------                            ----------       --------         --------        ----------
    U.S. Government agency obligations          $    8,652       $    423         $     --        $    9,075
    State and municipal obligations                  3,003            149               --             3,152
    Corporate bonds and obligations                877,140         48,822            6,670           919,292
    Mortgage-backed securities                     192,398          2,844               29           195,213
                                                ----------       --------         --------        ----------
                                                $1,081,193       $ 52,238         $  6,699        $1,126,732
                                                ==========       ========         ========        ==========

    Available for sale
    U.S. Government agency obligations          $    2,062       $    116         $     --        $    2,178
    Corporate bonds and obligations              1,472,814         69,990           34,103         1,508,701
    Mortgage-backed securities                   1,051,836         32,232               89         1,083,979
                                                ----------       --------         --------        ----------
                                                $2,526,712       $102,338          $34,192        $2,594,858
                                                ==========       ========          =======        ==========
</TABLE>

<PAGE>

2.   Investments (continued)

     The amortized  cost and fair value of  investments  in fixed  maturities at
     December  31,  1999 by  contractual  maturity  are  shown  below.  Expected
     maturities will differ from contractual  maturities  because  borrowers may
     have the  right  to call or  prepay  obligations  with or  without  call or
     prepayment penalties.

                                               Amortized            Fair
    Held to maturity                              Cost             Value

    Due in one year or less                    $    26,214        $   26,334
    Due from one to five years                     412,533           408,638
    Due from five to ten years                     331,187           320,146
    Due in more than ten years                      57,408            54,516
    Mortgage-backed securities                     179,007           174,469
                                             -------------     -------------
                                               $ 1,006,349        $  984,103
                                               ===========      ============

                                               Amortized            Fair
    Available for sale                            Cost             Value

    Due in one year or less                    $    46,937        $   47,236
    Due from one to five years                      75,233            73,525
    Due from five to ten years                   1,037,001           980,633
    Due in more than ten years                     264,276           238,557
    Mortgage-backed securities                     988,352           964,536
                                              ------------      ------------
                                                $2,411,799        $2,304,487

     During the years ended December 31, 1999, 1998 and 1997,  fixed  maturities
     classified  as held to maturity  were sold with  amortized  cost of $8,466,
     $31,117 and $29,561, respectively. Net gains and losses on these sales were
     not  significant.   The  sales  of  these  fixed  maturities  were  due  to
     significant deterioration in the issuers' creditworthiness.

     In addition, fixed maturities available for sale were sold during 1999 with
     proceeds of  $469,126  and gross  realized  gains and losses of $10,374 and
     $4,147  respectively.  Fixed maturities available for sale were sold during
     1998 with proceeds of $48,492 and gross realized gains and losses of $2,835
     and $4,516,  respectively.  Fixed  maturities  available for sale were sold
     during 1997 with proceeds of $73,366 and gross realized gains and losses of
     $1,081 and $1,440, respectively.

     At December 31, 1999,  bonds carried at $3,277 were on deposit with various
     states as required by law.

<PAGE>

2.   Investments (continued)

     At December 31, 1999,  investments in fixed maturities comprised 81 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  $486 million which are rated by AEFC 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:

           Rating                                    1999             1998
    ----------------------                       -----------       -----------
    Aaa/AAA                                       $1,168,144        $1,242,301
    Aa/AA                                             42,859            45,526
    Aa/A                                              52,416            60,019
    A/A                                              422,668           422,725
    A/BBB                                            189,072           228,656
    Baa/BBB                                          995,152         1,030,874
    Baa/BB                                            64,137            79,687
    Below investment grade                           483,700           498,117
                                                ------------      ------------
                                                  $3,418,148        $3,607,905

     At December  31, 1999,  approximately  94 percent of the  securities  rated
     Aaa/AAA were GNMA, FNMA and FHLMC mortgage-backed  securities.  No holdings
     of any other issuer were greater  than one percent of the  Company's  total
     investments in fixed maturities.

     At December 31, 1999,  approximately  19 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, 1999                        December 31, 1998
                                         -------------------------------       --------------------------------
<S>                                      <C>                 <C>                 <C>                <C>
                                          On Balance         Commitments         On Balance         Commitments
    Region                                   Sheet           to Purchase           Sheet            to Purchase
    ----------------------------------   -----------         -----------        ----------          -----------
    South Atlantic                          $194,325         $        --          $198,552             $    651
    Middle Atlantic                          118,699                  --           129,284                  520
    East North Central                       126,243                  --           134,165                2,211
    Mountain                                 103,751                  --           113,581                   --
    West North Central                       125,891                 513           119,380                9,626
    New England                               43,345                 802            46,103                   --
    Pacific                                   41,396                  --            43,706                   --
    West South Central                        31,153                  --            32,086                   --
    East South Central                         7,100                  --             7,449                   --
                                         -----------        ------------       -----------         ------------
                                             791,903               1,315           824,306               13,008
    Less allowance for losses                  6,650                  --             8,500                   --
                                         -----------        ------------       -----------         ------------
                                            $785,253            $  1,315          $815,806              $13,008
                                            ========            ========          ========              =======

<PAGE>

2.   Investments (continued)
                                               December 31, 1999                       December 31, 1998
                                          ------------------------------         ------------------------------
                                          On Balance         Commitments         On Balance         Commitments
              Property type                  Sheet            to Purchase          Sheet            to Purchase
                                          ----------      --------------        ----------         ------------
    Department/retail stores                $232,449        $     1,315           $253,380            $     781
    Apartments                               181,346                 --            186,030                2,211
    Office buildings                         202,132                 --            206,285                9,496
    Industrial buildings                      83,186                 --             82,857                  520
    Hotels/Motels                             43,839                 --             45,552                   --
    Medical buildings                         32,284                 --             33,103                   --
    Nursing/retirement homes                   6,608                 --              6,731                   --
    Mixed Use                                 10,059                 --             10,368                   --
                                          ----------      --------------        ----------         ------------
                                             791,903              1,315            824,306               13,008
    Less allowance for losses                  6,650                 --              8,500                   --
                                         -----------      --------------       -----------         ------------
                                            $785,253         $    1,315           $815,806              $13,008
                                            ========         ==========           ========              =======
</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, 1999, the Company's  recorded  investment in impaired loans
     was $5,200 with an allowance of $1,250. At December 31, 1998, the Company's
     recorded investment in impaired loans was $1,932 with an allowance of $500.
     During 1999 and 1998, the average recorded investment in impaired loans was
     $5,399 and $2,736, respectively.

     The Company  recognized  $136,  $251 and $nil of interest income related to
     impaired  loans for the  years  ended  December  31,  1999,  1998 and 1997,
     respectively.

     The following table presents changes in the allowance for investment losses
related to all loans:
<TABLE>
<S>                                                <C>         <C>          <C>
                                                     1999        1998         1997
                                                     ----        ----         ----
    Balance, January 1                               $8,500      $3,718       $2,370
    Provision (reduction) for investment losses      (1,850)      4,782        1,805
    Loan payoffs                                         --          --         (457)
                                                     ------   ---------      -------
    Balance, December 31                             $6,650      $8,500       $3,718
                                                     ======      ======       ======

     Net  investment  income for the years ended  December 31 is  summarized  as
follows:

                                                     1999         1998        1997
                                                     -----        -----       ----
    Interest on fixed maturities                   $265,199    $285,260     $278,736
    Interest on mortgage loans                       63,721      65,351       55,085
    Interest on cash equivalents                        534         137          704
    Other                                            (1,755)     (2,493)       1,544
                                                   ---------- ----------   ----------
                                                    327,699     348,255      336,069
    Less investment expenses                          4,953       8,036        3,801
                                                   ---------  ----------   ----------
                                                   $322,746    $340,219     $332,268
                                                   ========    ========     ========
</TABLE>

<PAGE>

2.   Investments (continued)

     Net realized gain (loss) on investments  for the years ended December 31 is
summarized as follows:
<TABLE>
<S>                                                <C>          <C>          <C>
                                                      1999        1998         1997
                                                      ----        ----         ----
    Fixed maturities                               $  6,534     $   863      $ 1,638
    Mortgage loans                                   (1,650)     (4,816)      (1,348)
    Other investments                                (1,819)       (835)        (799)
                                                   ---------   --------      -------
                                                   $  3,065     $(4,788)     $  (509)
                                                   =========    =======      =======

     Changes in net unrealized  appreciation  (depreciation)  of investments for
     the years ended December 31 are summarized as follows:

                                                      1999       1998         1997
                                                     -----        -----       ----
    Fixed maturities available for sale           $(175,458)    $(8,032)     $57,188

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:

                                                     1999         1998        1997
                                                     ----         ----        ----
    Federal income taxes:
      Current                                      $ 15,531    $ 23,227      $17,668
      Deferred                                          711      (9,591)      (2,485)
                                                   --------    --------      -------
                                                     16,242      13,636       15,183

    State income taxes-current                          433         759        1,462
                                                   --------    --------      -------
    Income tax expense                             $ 16,675    $ 14,395      $16,645
                                                   ========    ========      =======
</TABLE>

     Increases  (decreases)  to the federal  income tax provision  applicable to
     pretax income based on the statutory rate, for the years ended December 31,
     are attributable to:
<TABLE>
<CAPTION>

                                                       1999                      1998                     1997
                                               ------------------       ------------------       ---------------------
                                               Provision    Rate        Provision    Rate        Provision       Rate
                                               ---------    -----       ---------    -----       ---------       -----
<S>                                            <C>          <C>           <C>        <C>          <C>           <C>
     Federal income taxes based
       on the statutory rate                    $17,731     35.0%         $13,972    35.0%        $15,735        35.0%
     Increases (decreases) are
      attributable to:
         Tax-excluded interest                      (14)      --              (35)   (0.1)            (41)       (0.1)
         State tax, net of federal benefit          281      0.5              493     1.2             956         2.1
         Reduction of mortgage loss
           reserve                               (1,225)    (2.4)              --       --             --          --
      Other, net                                    (98)    (0.2)             (35)       --            (5)         --
                                                 ------    -----         --------    ------          ----      ------
      Total income taxes                        $16,675     32.9 %        $14,395    36.1%        $16,645        37.0%
                                                =======     =====         =======    ====         =======        ====
</TABLE>

<PAGE>

3.   Income taxes (continued)

     Significant  components  of the  Company's  deferred  income tax assets and
     liabilities as of December 31 are as follows:

    Deferred income tax assets:                             1999          1998
                                                          -------       -------
    Policy reserves                                        $46,243      $51,298
    Unrealized losses on investments                        39,678           --
    Other                                                    1,070        2,214
                                                          --------     --------
         Total deferred income tax assets                   86,991       53,512
                                                          --------     --------

    Deferred income tax liabilities:
    Deferred policy acquisition costs                       49,490       52,908
    Unrealized gains on investments                             --       23,803
                                                          --------     --------
         Total deferred income tax liabilities              49,490       76,711
                                                          --------     --------
         Net deferred income tax assets (liabilities)      $37,501     ($23,199)
                                                           =======     ========

     The Company is required to establish a valuation  allowance for any portion
     of the  deferred  income 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  income tax assets and,
     therefore, no such valuation allowance has been established.

4.   Stockholder's equity

     Retained  earnings  available for distribution as dividends to IDS Life are
     limited  to  the  Company's   surplus  as  determined  in  accordance  with
     accounting practices prescribed by state insurance regulatory  authorities.
     Statutory  unassigned surplus aggregated $58,223 and $45,716 as of December
     31,  1999 and  1998,  respectively.  In  addition,  dividends  in excess of
     $15,241 would require approval by the Insurance  Department of the state of
     Indiana.

     Statutory  net  income  and  stockholder's  equity as of  December  31, are
summarized as follows:

                                           1999           1998             1997
                                        ---------      ---------        -------
    Statutory net income                  $ 15,241       $ 37,902      $ 23,589
    Statutory stockholder's equity         343,094        330,588       302,264

5.   Related party transactions

     The Company has  purchased  interest  rate floors from IDS Life and entered
     into an interest rate swap with IDS Life to manage its exposure to interest
     rate risk.  The  interest  rate floors had a carrying  amount of $8,258 and
     $6,651 at December 31, 1999 and 1998, respectively.  The interest rate swap
     is an off balance sheet transaction.

     The Company has no  employees.  Charges by IDS Life for services and use of
     other  joint  facilities  aggregated  $38,931,  $28,482 and $24,535 for the
     years ended  December 31,  1999,  1998 and 1997,  respectively.  Certain of
     these costs are included in deferred policy acquisition costs.

<PAGE>

6.   Lines of credit

     The Company has an available line of credit with AEFC aggregating  $50,000.
     The rate for the line of credit is  established  by  reference  to  various
     indices plus 20 to 45 basis  points,  depending on the term.  There were no
     borrowings outstanding under this agreement at December 31, 1999 or 1998.

7.   Derivative financial instruments

     The  Company  enters  into  transactions   involving  derivative  financial
     instruments to manage its exposure to interest rate risk, including hedging
     specific transactions. The Company 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. The Company is
     not impacted by market risk  related to  derivatives  held for  non-trading
     purposes beyond that inherent in cash market transactions.  Derivatives 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 is  measured  by
     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 exposure.

     The Company's holdings of derivative financial instruments are as follows:
<TABLE>
<CAPTION>

                                            Notional         Carrying            Fair         Total Credit
    December 31, 1999                        Amount            Amount            Value          Exposure
    -----------------                       --------         --------           ------        ------------
    <S>                                    <C>                <C>              <C>               <C>
      Assets:
    Interest rate caps                     $  900,000         $  3,212         $  4,437          $  4,437
        Interest rate floors                2,000,000            8,258            2,251             2,251
     Off balance sheet assets:
        Interest rate swaps                 2,000,000               --           18,274            18,274
                                                             ---------         --------          --------
                                                               $11,470          $24,962           $24,962
                                                               =======          =======           =======

<PAGE>

7.   Derivative financial instruments (continued)

                                            Notional         Carrying            Fair         Total Credit
    December 31, 1998                        Amount            Amount            Value           Exposure
    -----------------                       --------         --------           ------        ------------
      Assets:
        Interest rate caps                 $  900,000         $  5,452         $  1,518          $  1,518
        Interest rate floors                1,000,000            6,651           17,798            17,798
      Off balance sheet liabilities:
        Interest rate swaps                 1,000,000               --          (33,500)               --
                                                             ---------        ----------         --------
                                                               $12,103        ($ 14,184)          $19,316
                                                               =======        ===========         =======
</TABLE>

     The fair values of  derivative  financial  instruments  are based on market
     values, dealer quotes or pricing models. All interest rate caps, floors and
     swaps will expire on various dates from 2000 to 2006.

     Interest  rate  caps,  floors  and swaps are used to manage  the  Company's
     exposure to interest rate risk.  These  instruments  are used  primarily to
     protect the margin between  interest  rates earned on  investments  and the
     interest rates credited to related annuity contract holders.

8.   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  value  of life  insurance  obligations,  receivables  and all
     non-financial instruments, such as deferred acquisition costs are excluded.
     Off-balance sheet intangible assets 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>

                                                                                December 31,
                                                                    1999                          1998
                                                         --------------------------      --------------------------
                                                         Carrying          Fair          Carrying         Fair
    Financial Assets                                      Amount          Value           Amount          Value
    ----------------                                     ----------       ---------      ----------      ----------
<S>                                                      <C>              <C>            <C>             <C>
    Investments:
    Fixed maturities (Note 2):
       Held to maturity                                  $1,006,349        $984,103      $1,081,193      $1,126,732
       Available for sale                                 2,304,487       2,304,487       2,594,858       2,594,858
    Mortgage loans on real estate (Note 2)                  785,253         770,095         815,806         874,064
    Derivative financial instruments (Note 7)                11,470          24,962          12,103          19,316
    Separate account assets (Note 1)                        220,994         220,994         123,185         123,185

    Financial Liabilities
    Future policy benefits for fixed annuities           $3,905,849      $3,778,945      $4,152,059      $4,000,789
    Separate account liabilities                            220,994         209,942         123,185         115,879
    Derivative financial instruments (Note 7)                    --              --              --          33,500
</TABLE>

     At December 31, 1999 and 1998, the carrying amount and fair value of future
     policy  benefits  for  fixed  annuities   exclude  life   insurance-related
     contracts carried at $15,633 and $14,793,  respectively.  The fair value of
     these benefits is based on the status of the annuities at December 31, 1999
     and 1998.

<PAGE>

8.   Fair values of financial instruments (continued)

     The fair values of deferred annuities and separate account  liabilities are
     estimated as the carrying amount less  applicable  surrender  charges.  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 1999 and 1998.

9.   Commitments and contingencies

     In January  2000,  AEFC  reached an  agreement in principle to settle three
     class-action  lawsuits. The Company had been named as a co-defendant in one
     of these lawsuits.  It is expected the settlement will provide $215 million
     of benefits to more than 2 million participants. The agreement in principle
     to settle also  provides for release by class  members of all insurance and
     annuity  market  conduct  claims  dating  back to 1985 and is  subject to a
     number  of  contingencies   including  a  definitive  agreement  and  court
     approval.  The portion of the  settlement  allocated to the Company did not
     have a material impact on the Company's  financial position or results from
     operations.

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 major systems used by the Company are maintained by
     AEFC and are utilized by multiple  subsidiaries and affiliates of AEFC. The
     Company's businesses are heavily dependent upon AEFC's computer systems and
     have significant interaction with systems of third parties.

     A comprehensive  review of AEFC's computer systems and business  processes,
     including  those  specific to the  Company,  was  conducted to identify the
     major  systems  that could be affected  by the Year 2000 issue.  Steps were
     taken to resolve  potential  problems  including  modification  to existing
     software and the purchase of new  software.  As of December 31, 1999,  AEFC
     had completed its program of  corrective  measures on its internal  systems
     and applications,  including Year 2000 compliance  testing.  As of December
     31, 1999,  AEFC had also completed an evaluation of the Year 2000 readiness
     of other third  parties whose system  failures  could have an impact on the
     Company's operations.

     AEFC's Year 2000 project also included  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.  At December  31, 1999,  these plans had
     been amended to include specific Year 2000 considerations.

     In assessing its Year 2000 initiatives and the results of actual production
     since January 1, 2000, management believes no material adverse consequences
     were  experienced,  and  there  was no  material  effect  on the  Company's
     business,  results of operations, or financial condition as a result of the
     Year 2000 issue.




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