<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2010

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

           FOR THE TRANSITION PERIOD FROM ____________ TO ____________

                          COMMISSION FILE NO. 811-00002

                         AMERIPRISE CERTIFICATE COMPANY
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                          <C>
            DELAWARE                                              41-6009975
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)
</TABLE>

<TABLE>
<S>                                                                   <C>
1099 AMERIPRISE FINANCIAL CENTER, MINNEAPOLIS, MINNESOTA                 55474
        (Address of principal executive offices)                      (Zip Code)
</TABLE>

       Registrant's telephone number, including area code: (612) 671-3131

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                                                  Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section
232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files).

                                                                  Yes [ ] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.:

Large Accelerated Filer [ ]                     Accelerated Filer [ ]

Non-Accelerated Filer [X]                       Smaller reporting company [ ]
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

                                                                  Yes [ ] No [X]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

<TABLE>
<CAPTION>
                 CLASS                    OUTSTANDING AT MAY 4, 2010
                 -----                    --------------------------
<S>                                       <C>
Common Shares (par value $10 per share)         150,000 shares
</TABLE>

THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTIONS (H)(1)(a)
AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH THE REDUCED
DISCLOSURE FORMAT.

<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

FORM 10-Q

INDEX

<TABLE>
<S>                                                                          <C>
Part I.  Financial Information:

         Item 1.  Financial Statements

                  Statements of Operations - Three months ended
                     March 31, 2010 and 2009 .............................     3

                  Balance Sheets - March 31, 2010 and December 31, 2009 ..     4

                  Statements of Cash Flows - Three months ended
                     March 31, 2010 and 2009 .............................     5

                  Statements of Shareholder's Equity - Three months ended
                     March 31, 2010 and 2009 .............................     6

                  Notes to Financial Statements ..........................     7

         Item 2.  Management's Narrative Analysis ........................    17

         Item 4T. Controls and Procedures ................................    19

Part II. Other Information:

         Item 1.  Legal Proceedings ......................................    20

         Item 1A. Risk Factors ...........................................    20

         Item 6.  Exhibits ...............................................    20

         Signatures ......................................................    21

         Exhibit Index ...................................................   E-1
</TABLE>


                                                                               2

<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY
                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                      STATEMENTS OF OPERATIONS (UNAUDITED)
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                      THREE MONTHS
                                                                                    ENDED MARCH 31,
                                                                                   -----------------
                                                                                     2010      2009
                                                                                   -------   -------
<S>                                                                                <C>       <C>
Investment income                                                                  $44,455   $51,484
Investment expenses                                                                  8,520    10,448
                                                                                   -------   -------
Net investment income before provision for certificate reserves and income taxes    35,935    41,036
Net provision for certificate reserves                                              16,996    38,657
                                                                                   -------   -------
Net investment income before income taxes                                           18,939     2,379
Income tax expense                                                                   6,921       887
                                                                                   -------   -------
Net investment income                                                               12,018     1,492
                                                                                   -------   -------
Net realized gain (loss) on investments                                              3,811    (1,719)
Income tax expense (benefit)                                                         1,334      (602)
                                                                                   -------   -------
Net realized gain (loss) on investments                                              2,477    (1,117)
                                                                                   -------   -------
NET INCOME                                                                         $14,495   $   375
                                                                                   =======   =======
Supplemental Disclosures:
Net realized gain (loss) on investments:

Net realized gain on investments before impairment losses on securities            $ 6,381   $ 2,717
                                                                                   -------   -------
Total other-than-temporary impairment losses on securities                          (4,662)   (1,581)
Portion of loss recognized in other comprehensive income                             2,092    (2,855)
                                                                                   -------   -------
Net impairment losses recognized in net realized gain (loss) on investments         (2,570)   (4,436)
                                                                                   -------   -------
Total net realized gain (loss) on investments                                      $ 3,811   $(1,719)
                                                                                   =======   =======
</TABLE>

See Notes to Financial Statements.


                                                                               3
<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

                                 BALANCE SHEETS
                       (IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                       MARCH 31,    DECEMBER 31,
                                                         2010           2009
                                                      -----------   ------------
                                                      (UNAUDITED)
<S>                                                   <C>           <C>
ASSETS
Qualified Assets
   Cash equivalents                                   $  453,111     $  309,183
   Investments in unaffiliated issuers                 3,395,663      3,960,440
   Receivables                                            83,703         39,630
   Equity index options, purchased                       131,252        166,392
                                                      ----------     ----------
Total qualified assets                                 4,063,729      4,475,645
   Deferred taxes, net                                    59,654         70,793
   Current taxes receivable from parent                      398             62
                                                      ----------     ----------
   Total other assets                                     60,052         70,855
                                                      ----------     ----------
   Total assets                                       $4,123,781     $4,546,500
                                                      ==========     ==========
LIABILITIES AND SHAREHOLDER'S EQUITY
Liabilities
   Certificate reserves                               $3,776,366     $4,108,272
   Current taxes payable to parent                         3,992         18,117
   Payable for investment securities purchased             7,220          1,207
   Equity index options, written                         109,472        140,996
   Accounts payable and accrued liabilities               33,717         32,710
                                                      ----------     ----------
Total liabilities                                      3,930,767      4,301,302
Shareholder's Equity
   Common shares ($10 par value, 150,000 shares
      authorized and issued)                               1,500          1,500
   Additional paid-in capital                            226,086        297,964
   Total retained earnings (accumulated deficit)              15         (6,358)
   Accumulated other comprehensive loss, net of tax      (34,587)       (47,908)
                                                      ----------     ----------
Total shareholder's equity                               193,014        245,198
                                                      ----------     ----------
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY            $4,123,781     $4,546,500
                                                      ==========     ==========
</TABLE>

See Notes to Financial Statements.


                                                                               4

<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

                      STATEMENTS OF CASH FLOWS (UNAUDITED)
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                          THREE MONTHS ENDED
                                                               MARCH 31,
                                                      --------------------------
                                                          2010          2009
                                                      -----------   ------------
<S>                                                    <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                             $  14,495    $       375
Adjustments to reconcile net income to net cash
   provided by (used in) operating activities:
   Interest added to certificate loans                       (37)           (50)
   Amortization of premiums, acccretion of
      discounts, net                                        (810)          (284)
   Deferred taxes, net                                     3,967         (1,953)
   Net realized loss on investments                          310            942
   Provision for loan loss                                (4,121)         1,000
Changes in other operating assets and liabilities:
   Trading securities, net                                    --       (137,334)
   Dividends and interest receivable                       5,110            237
   Certificate reserves, net                              (4,415)         1,408
   Due to (from) parent for income taxes                 (14,461)         5,701
   Derivatives, net                                        3,616         (1,601)
   Derivatives collateral, net                             3,618             --
Other, net                                                (3,033)        (7,725)
                                                       ---------    -----------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES        4,239       (139,284)
                                                       ---------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Available-for-Sale securities:
   Sales                                                   1,903        124,157
   Maturities and redemptions                            554,766        274,540
   Purchases                                             (33,969)    (1,119,926)
Below investment grade syndicated bank loans and
      commercial mortgage loans:
   Sales                                                   1,974            933
   Maturities and redemptions                             22,463          7,685
   Purchases                                                 (42)          (116)
Certificate loans:
   Payments                                                  233            258
   Fundings                                                 (148)          (115)
                                                       ---------    -----------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES      547,180       (712,584)
                                                       ---------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Payments from certificate owners                         269,358        962,628
Certificate maturities and cash surrenders              (596,849)      (863,731)
Capital contribution from parent                              --         30,000
Dividend/return of capital to parent                     (80,000)            --
                                                       ---------    -----------
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES     (407,491)       128,897
                                                       ---------    -----------
NET INCREASE (DECREASE) IN CASH EQUIVALENTS              143,928       (722,971)
Cash equivalents at beginning of period                  309,183      1,164,484
                                                       ---------    -----------
CASH EQUIVALENTS AT END OF PERIOD                      $ 453,111    $   441,513
                                                       =========    ===========
SUPPLEMENTAL DISCLOSURES INCLUDING NON-CASH
   TRANSACTIONS:
Cash paid (received) for income taxes                  $  18,704    $    (6,377)
Certificate maturities and surrenders through loan
   reductions                                                467            449
</TABLE>

See Notes to Financial Statements.


                                                                               5

<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

                 STATEMENTS OF SHAREHOLDER'S EQUITY (UNAUDITED)
                   THREE MONTHS ENDED MARCH 31, 2010 AND 2009

<TABLE>
<CAPTION>
                                                                    RETAINED EARNINGS (ACCUMULATED DEFICIT)
                                                                   ----------------------------------------
                                                                   APPROPRIATED APPROPRIATED
                                                                       FOR           FOR                     ACCUMULATED
                                                                   PRE-DECLARED  ADDITIONAL                     OTHER
                                     NUMBER OF         ADDITIONAL   ADDITIONAL  INTEREST ON                 COMPREHENSIVE
                                    OUTSTANDING COMMON   PAID-IN    CREDITS AND    ADVANCE                      LOSS -
                                       SHARES   SHARES   CAPITAL     INTEREST     PAYMENTS   UNAPPROPRIATED   NET OF TAX    TOTAL
                                    ----------- ------ ----------  ------------ ------------ -------------- ------------- --------
                                                                   (IN THOUSANDS, EXCEPT SHARE DATA)
<S>                                 <C>         <C>    <C>         <C>          <C>          <C>            <C>           <C>
BALANCE AT JANUARY 1, 2009            150,000   $1,500  $ 322,964     $ 50          $15        $(81,570)     $(152,454)   $ 90,505
Change in accounting principle,
   net of tax                              --       --         --       --           --          31,694        (31,694)         --
Comprehensive income:
   Net income                              --       --         --       --           --             375             --         375
      Other comprehensive income,
         net of tax:
         Change in net unrealized
            securities losses              --       --         --       --           --              --         30,111      30,111
         Change in noncredit
            related impairments on
            securities and net
            unrealized securities
            losses on previously
            impaired securities            --       --         --       --           --              --            (11)        (11)
                                                                                                                          --------
Total comprehensive income                                                                                                  30,475
Transfer to unappropriated/
   from appropriated                       --       --         --      (41)          --              41             --          --
Receipt of capital from parent             --       --     30,000       --           --              --             --      30,000
                                      -------   ------   --------     ----          ---        --------      ---------    --------
BALANCE AT MARCH 31, 2009             150,000    1,500    352,964        9           15         (49,460)      (154,048)    150,980
                                      =======   ======   ========     ====          ===        ========      =========    ========
BALANCE AT JANUARY 1, 2010            150,000    1,500    297,964       --           15          (6,373)       (47,908)    245,198
Comprehensive income:
   Net income                              --       --         --       --           --          14,495             --      14,495
   Other comprehensive income,
      net of tax:
      Change in net unrealized
         securities losses                 --       --         --       --           --              --         15,192      15,192
      Change in noncredit related
         impairments on securities
         and net unrealized
        securities losses on prev-
         iously impaired securities        --       --         --       --           --              --         (1,871)     (1,871)
                                                                                                                          --------
Total comprehensive income                                                                                                  27,816
Dividend/return of capital to
   parent                                  --       --    (71,878)      --           --          (8,122)            --     (80,000)
                                      -------   ------   --------     ----          ---        --------      ---------    --------
BALANCE AT MARCH 31, 2010             150,000   $1,500   $226,086     $ --          $15        $     --      $ (34,587)   $193,014
                                      =======   ======   ========     ====          ===        ========      =========    ========
</TABLE>

See Notes to Financial Statements.


                                                                               6

<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

1. BASIS OF PRESENTATION

NATURE OF BUSINESS

Ameriprise Certificate Company ("ACC" or the "Company"), is a wholly owned
subsidiary of Ameriprise Financial, Inc. ("Ameriprise Financial"). The
accompanying Financial Statements have been prepared in accordance with U.S.
generally accepted accounting principles ("GAAP"). The interim financial
information in this report has not been audited. In the opinion of management,
all adjustments necessary for a fair presentation of the results of operations
and financial position for the interim periods have been made. All adjustments
made were of a normal, recurring nature. Results of operations reported for
interim periods are not necessarily indicative of results for the entire year.
These Financial Statements and Notes should be read in conjunction with the
Financial Statements and Notes in the Annual Report on Form 10-K of ACC for the
year ended December 31, 2009, filed with the Securities and Exchange Commission
("SEC") on February 23, 2010.

ACC evaluated events or transactions that may have occurred after the balance
sheet date for potential recognition or disclosure through the date the
financial statements were issued.

2. RECENT ACCOUNTING PRONOUNCEMENTS

ADOPTION OF NEW ACCOUNTING STANDARDS

Subsequent Events

In February 2010, the Financial Accounting Standards Board ("FASB") amended the
accounting standards related to the recognition and disclosure of subsequent
events. The amendments remove the requirement to disclose the date through which
subsequent events are evaluated for SEC filers. The standard is effective upon
issuance, and shall be applied prospectively. ACC adopted the standard in the
first quarter of 2010. The adoption did not have any effect on ACC's results of
operations and financial condition.

Fair Value

In January 2010, the FASB updated the accounting standards related to
disclosures on fair value measurements. The standard expands the current
disclosure requirements to include additional detail about significant transfers
between Levels 1 and 2 within the fair value hierarchy and presents activity in
the rollforward of Level 3 activity on a gross basis. The standard also
clarifies existing disclosure requirements related to the level of
disaggregation to be used for assets and liabilities as well as disclosures on
the inputs and valuation techniques used to measure fair value. The standard is
effective for interim and annual reporting periods beginning after December 15,
2009, except for the disclosure requirements related to the Level 3 rollforward,
which are effective for interim and annual periods beginning after December 15,
2010. ACC adopted the standard in the first quarter of 2010, except for the
additional disclosures related to the Level 3 rollforward, which ACC will adopt
in the first quarter of 2011. The adoption did not have any effect on ACC's
results of operations and financial condition.

Recognition and Presentation of Other-Than-Temporary Impairment ("OTTI")

In April 2009, the FASB updated the accounting standards for the recognition and
presentation of other-than-temporary impairments. The standard amends existing
guidance on other-than-temporary impairments for debt securities and requires
that the credit portion of other-than-temporary impairments be recorded in
earnings and the noncredit portion of losses be recorded in other comprehensive
income (loss) when the entity does not intend to sell the security and it is
more likely than not that the entity will not be required to sell the security
prior to recovery of its cost basis. The standard requires separate presentation
of both the credit and noncredit portions of other-than-temporary impairments on
the financial statements and additional disclosures. This standard is effective
for interim and annual reporting periods ending after June 15, 2009, with early
adoption permitted for periods ending after March 15, 2009. At the date of
adoption, the portion of previously recognized other-than-temporary impairments
that represent the noncredit related loss component shall be recognized as a
cumulative effect of adoption with an adjustment to the opening balance of
accumulated deficit with a corresponding adjustment to accumulated other
comprehensive loss. ACC adopted the standard in the first quarter of 2009 and
recorded a cumulative effect decrease to the opening balance of accumulated
deficit of $32 million, net of income taxes, and a corresponding increase to
accumulated other comprehensive loss, net of income taxes. See Note 3 for the
required disclosures.


                                                                               7

<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

3. INVESTMENTS

Investments in unaffiliated issuers were as follows:

<TABLE>
<CAPTION>
                                                                          MARCH       DECEMBER
                                                                        31, 2010      31, 2009
                                                                        ----------   ----------
                                                                             (IN THOUSANDS)
<S>                                                                     <C>          <C>
Available-for-Sale:
   Fixed maturities, at fair value (amortized cost: 2010, $3,133,605;
      2009, $3,697,972)                                                 $3,081,545   $3,627,993
   Common and preferred stocks, at fair value (cost: 2010, $19,648;
      2009, $19,646)                                                        18,386       15,765
Below investment grade syndicated bank loans and commercial mortgage
   loans, at cost (fair value: 2010, $295,415; 2009, $313,021)             288,995      309,459
Certificate loans - secured by certificate reserves, at cost,
   which approximates fair value                                             4,621        5,136
Real estate owned, at fair value less cost to sell                           2,116        2,087
                                                                        ----------   ----------
   Total                                                                $3,395,663   $3,960,440
                                                                        ==========   ==========
</TABLE>

Available-for-Sale securities distributed by type were as follows:

<TABLE>
<CAPTION>
                                                                   MARCH 31, 2010
                                           --------------------------------------------------------------
                                                          GROSS         GROSS
                                            AMORTIZED   UNREALIZED   UNREALIZED                NON-CREDIT
DESCRIPTION OF SECURITIES                     COST         GAINS       LOSSES     FAIR VALUE    OTTI (1)
-------------------------                  ----------   ----------   ----------   ----------   ----------
                                                             (IN THOUSANDS)
<S>                                        <C>          <C>          <C>          <C>          <C>
Residential mortgage backed securities     $1,453,782     $21,660     $(125,549)  $1,349,893   $(50,085)
Corporate debt securities                     781,828      19,236          (383)     800,681          5
Commercial mortgage backed securities         464,546      15,286          (355)     479,477         --
Asset backed securities                       374,663      20,499        (3,550)     391,612     (1,343)
U.S. government and agencies obligations       58,786       1,096            --       59,882         --
Common and preferred stocks                    19,648         350        (1,612)      18,386         --
                                           ----------     -------     ---------   ----------   --------
   Total                                   $3,153,253     $78,127     $(131,449)  $3,099,931   $(51,423)
                                           ==========     =======     =========   ==========   ========
</TABLE>

<TABLE>
<CAPTION>
                                                                  DECEMBER 31, 2009
                                           --------------------------------------------------------------
                                                           GROSS        GROSS
                                            AMORTIZED   UNREALIZED   UNREALIZED                NON-CREDIT
DESCRIPTION OF SECURITIES                     COST         GAINS       LOSSES     FAIR VALUE    OTTI (1)
-------------------------                  ----------   ----------   ----------   ----------   ----------
                                                             (IN THOUSANDS)
<S>                                        <C>          <C>          <C>          <C>          <C>
Residential mortgage backed securities     $1,577,876     $20,736     $(138,277)  $1,460,335    $(46,683)
Corporate debt securities                   1,026,547      24,668          (976)   1,050,239         850
Commercial mortgage backed securities         538,714      13,247          (759)     551,202          --
Asset backed securities                       420,016      17,245        (6,994)     430,267      (2,711)
U.S. government and agencies obligations      134,819       1,131            --      135,950          --
Common and preferred stocks                    19,646          82        (3,963)      15,765          --
                                           ----------     -------     ---------   ----------    --------
   Total                                   $3,717,618     $77,109     $(150,969)  $3,643,758    $(48,544)
                                           ==========     =======     =========   ==========    ========
</TABLE>

(1)  Represents the amount of other-than-temporary impairment losses in
     Accumulated Other Comprehensive Loss. Amount includes unrealized gains and
     losses on impaired securities subsequent to the impairment measurement
     date. These amounts are included in gross unrealized gains and losses as of
     the end of the period.


                                                                               8

<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

At March 31, 2010 and December 31, 2009, fixed maturity securities comprised
approximately 80% and 85%, respectively, of ACC's total investments. These
securities were rated by Moody's Investors Service ("Moody's"), Standard &
Poor's Ratings Services ("S&P"), and Fitch Ratings Ltd. ("Fitch"), except for
approximately $11.7 million and $18.0 million of securities at March 31, 2010
and December 31, 2009, respectively, which were rated by ACC's internal analysts
using criteria similar to Moody's, S&P and Fitch. Ratings on fixed maturity
securities are presented using the median of ratings from Moody's, S&P and
Fitch. If only two of the ratings are available, the lower rating is used. A
summary of fixed maturity securities was as follows:

<TABLE>
<CAPTION>
                                       MARCH 31, 2010                        DECEMBER 31, 2009
                            ------------------------------------   ------------------------------------
                                                        PERCENT                                PERCENT
                             AMORTIZED                 OF TOTAL     AMORTIZED                 OF TOTAL
RATINGS                        COST      FAIR VALUE   FAIR VALUE      COST      FAIR VALUE   FAIR VALUE
-------                     ----------   ----------   ----------   ----------   ----------   ----------
                                                 (IN THOUSANDS, EXCEPT PERCENTAGES)
<S>                         <C>          <C>          <C>          <C>          <C>          <C>
AAA                         $1,754,707   $1,798,048       59%      $2,026,434   $2,062,670       57%
AA                             131,815      130,419        4          189,891      177,780        5
A                              217,269      217,421        7          346,183      342,573        9
BBB                            656,411      656,473       21          782,389      780,706       22
Below investment grade         373,403      279,184        9          353,075      264,264        7
                            ----------   ----------      ---       ----------   ----------      ---
   Total fixed maturities   $3,133,605   $3,081,545      100%      $3,697,972   $3,627,993      100%
                            ==========   ==========      ===       ==========   ==========      ===
</TABLE>

At March 31, 2010 and December 31, 2009, approximately 40% and 38%,
respectively, of the securities rated AAA were GNMA, FNMA and FHLMC mortgage
backed securities.

The following tables provide information about Available-for-Sale securities
with gross unrealized losses and the length of time that individual securities
have been in a continuous unrealized loss position:

<TABLE>
<CAPTION>
                                                               MARCH 31, 2009
                        --------------------------------------------------------------------------------------------
                              LESS THAN 12 MONTHS             12 MONTHS OR MORE                    TOTAL
                        ------------------------------ ------------------------------ ------------------------------
                          NUMBER                         NUMBER                         NUMBER
DESCRIPTION OF              OF       FAIR   UNREALIZED     OF       FAIR   UNREALIZED     OF       FAIR   UNREALIZED
SECURITIES              SECURITIES   VALUE    LOSSES   SECURITIES   VALUE    LOSSES   SECURITIES   VALUE    LOSSES
--------------          ---------- -------- ---------- ---------- -------- ---------- ---------- -------- ----------
                                                 (IN THOUSANDS, EXCEPT NUMBER OF SECURITIES)
<S>                     <C>        <C>      <C>        <C>        <C>      <C>        <C>        <C>      <C>
Residential mortgage
   backed securities        20     $207,492  $(6,051)      77     $327,306 $(119,498)      97    $534,798 $(125,549)
Corporate debt
   securities                2        1,199      (17)      17       13,345      (366)      19      14,544      (383)
Commercial mortgage
   backed securities         5       16,510     (130)       4       10,772      (225)       9      27,282      (355)
Asset backed securities      7       49,128     (698)      10       33,018    (2,852)      17      82,146    (3,550)
Common and
   preferred stocks         --           --       --        1       18,000    (1,612)       1      18,000    (1,612)
                           ---     --------  -------      ---     -------- ---------      ---    -------- ---------
Total                       34     $274,329  $(6,896)     109     $402,441 $(124,553)     143    $676,770 $(131,449)
                           ===     ========  =======      ===     ======== =========      ===    ======== =========
</TABLE>

<TABLE>
<CAPTION>
                                                             DECEMBER 31, 2009
                        --------------------------------------------------------------------------------------------
                              LESS THAN 12 MONTHS             12 MONTHS OR MORE                    TOTAL
                        ------------------------------ ------------------------------ ------------------------------
                          NUMBER                         NUMBER                         NUMBER
DESCRIPTION OF              OF       FAIR   UNREALIZED     OF       FAIR   UNREALIZED     OF       FAIR   UNREALIZED
SECURITIES              SECURITIES   VALUE    LOSSES   SECURITIES   VALUE    LOSSES   SECURITIES   VALUE    LOSSES
--------------          ---------- -------- ---------- ---------- -------- ---------- ---------- -------- ----------
                                                 (IN THOUSANDS, EXCEPT NUMBER OF SECURITIES)
<S>                     <C>        <C>      <C>        <C>        <C>      <C>        <C>        <C>      <C>
Residential mortgage
   backed securities        22     $196,113  $ (9,618)     77     $320,859 $(128,659)      99    $516,972 $(138,277)
Corporate debt
   securities                5        4,715      (117)     28       56,063      (859)      33      60,778      (976)
Commercial mortgage
   backed securities         4       20,315      (321)      9       29,516      (438)      13      49,831      (759)
Asset backed securities      7       34,629      (766)     11       47,960    (6,228)      18      82,589    (6,994)
Common and
   preferred stocks         --           --        --       1      15,650    (3,963)        1     15,650     (3,963)
                           ---     --------  --------     ---     -------- ---------      ---    -------- ---------
   Total                    38     $255,772  $(10,822)    126     $470,048 $(140,147)     164    $725,820 $(150,969)
                           ===     ========  ========     ===     ======== =========      ===    ======== =========
</TABLE>


                                                                               9

<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

As part of ACC's ongoing monitoring process, management determined that a
majority of the gross unrealized losses on its Available-for-Sale securities are
attributable to credit spreads. The primary driver of lower unrealized losses at
March 31, 2010 was the tightening of credit spreads across sectors.

The following table presents a rollforward of the cumulative amounts recognized
in the Statements of Operations for other-than-temporary impairments related to
credit losses on securities for which a portion of the securities' total
other-than-temporary impairments was recognized in other comprehensive loss:

<TABLE>
<CAPTION>
                                                     2010      2009
                                                   -------   -------
                                                     (IN THOUSANDS)
<S>                                                <C>       <C>
Beginning balance of credit losses on securities
   held as of January 1 for which a portion of
   other-than-temporary impairment was
   recognized in other comprehensive loss          $57,446   $50,866
Additional amount related to credit losses for
   which an other-than-temporary impairment was
   not previously recognized                           556        --
Additional increases to the amount related to
   credit losses for which an
   other-than-temporary impairment was
   previously recognized                             1,798     3,297
                                                   -------   -------
Ending balance of credit losses on securities
   held as of March 31 for which a portion of
   other-than-temporary impairment was
   recognized in other comprehensive loss          $59,800   $54,163
                                                   =======   =======
</TABLE>

The change in net unrealized securities losses in other comprehensive income
includes two components, net of tax: (i) unrealized gains (losses) that arose
from changes in the market value of securities that were held during the period
and (ii) (gains) losses that were previously unrealized, but have been
recognized in current period net income due to sales of Available-for-Sale
securities. As a result of the adoption of a new accounting standard effective
January 1, 2009, net unrealized investment gains (losses) arising during the
period also include other-than-temporary impairment losses on Available-for-Sale
securities related to factors other than credit that were recognized in other
comprehensive income during the period. Additionally, reclassification of
(gains) losses included in net income contains noncredit other-than-temporary
impairment losses that were previously unrealized, but have been recognized in
current period net income due to their reclassification as credit losses.

The following table presents a rollforward of the net unrealized investment
gains (losses) on Available-for-Sale securities included in accumulated other
comprehensive loss:

<TABLE>
<CAPTION>
                                                                                        ACCUMULATED
                                                                                           OTHER
                                                                                       COMPREHENSIVE
                                                                NET                    LOSS RELATED
                                                            UNREALIZED                    TO NET
                                                            INVESTMENT                  UNREALIZED
                                                               GAINS      DEFERRED      INVESTMENT
                                                             (LOSSES)    INCOME TAX   GAINS (LOSSES)
                                                            ----------   ----------   --------------
                                                                          (IN THOUSANDS)
<S>                                                         <C>         <C>          <C>
Balance at January 1, 2009                                  $(233,248)    $ 80,794     $(152,454)
Cumulative effect of accounting change                        (48,760)      17,066       (31,694)(1)
Net unrealized investment gains arising during the period      45,357      (15,875)       29,482
Reclassification of losses included in net income                 951         (333)          618
                                                            ---------     --------     ---------
Balance at March 31, 2009                                   $(235,700)    $ 81,652     $(154,048)(2)
                                                            =========     ========     =========
Balance at January 1, 2010                                  $ (72,408)    $ 24,500     $ (47,908)
Net unrealized investment gains arising during the period      20,510       (7,179)       13,331
Reclassification of gains included in net income                  (16)           6           (10)
                                                            ---------     --------     ---------
Balance at March 31, 2010                                   $ (51,914)    $ 17,327     $ (34,587)(2)
                                                            =========     ========     =========
</TABLE>

(1)  Amount represents the cumulative effect of adopting a new accounting
     standard on January 1, 2009. See Note 2 for additional information on the
     adoption impact.

(2)  At March 31, 2010 and 2009, Accumulated Other Comprehensive Loss Related to
     Net Unrealized Investment Losses included $(33.4) million and $(31.7)
     million, respectively, of noncredit related impairments on securities and
     net unrealized securities losses on previously impaired securities.


                                                                              10
<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Net realized gains and losses on Available-for-Sale securities, determined using
the specific identification method, were as follows:

<TABLE>
<CAPTION>
                                                     THREE MONTHS ENDED MARCH 31,
                                                     ----------------------------
                                                            2010      2009
                                                          -------   -------
                                                            (IN THOUSANDS)
<S>                                                  <C>            <C>
Gross realized gains from sales                           $ 2,715   $ 3,498
Gross realized losses from sales                             (129)      (12)
Other-than-temporary impairments related to credit         (2,570)   (4,436)
</TABLE>

The $2.6 million and $4.4 million of other-than-temporary impairments for the
three months ended March 31, 2010 and 2009, respectively, primarily related to
credit-related losses in non-agency residential mortgage backed securities and
corporate debt securities.

Available-for-Sale securities by contractual maturity as of March 31, 2010 were
as follows:

<TABLE>
<CAPTION>
                                          AMORTIZED      FAIR
                                            COST         VALUE
                                         ----------   ----------
                                              (IN THOUSANDS)
<S>                                      <C>          <C>
Due within one year                      $  500,473   $  509,615
Due after one year through five years       324,325      334,649
Due after five years through 10 years         7,193        7,413
Due after 10 years                            8,623        8,886
                                         ----------   ----------
                                            840,614      860,563
Residential mortgage backed securities    1,453,782    1,349,893
Commercial mortgage backed securities       464,546      479,477
Asset backed securities                     374,663      391,612
Common and preferred stocks                  19,648       18,386
                                         ----------   ----------
   Total                                 $3,153,253   $3,099,931
                                         ==========   ==========
</TABLE>

Actual maturities may differ from contractual maturities because issuers may
have the right to call or prepay obligations. Residential mortgage backed
securities, commercial mortgage backed securities, and asset backed securities
are not due at a single maturity date. As such, these securities, as well as
common and preferred stocks, were not included in the maturities distribution.

4. FAIR VALUES OF ASSETS AND LIABILITIES

GAAP defines fair value as the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market
participants at the measurement date; that is, an exit price. The exit price
assumes the asset or liability is not exchanged subject to a forced liquidation
or distressed sale.

VALUATION HIERARCHY

ACC categorizes its fair value measurements according to a three-level
hierarchy. The hierarchy prioritizes the inputs used by ACC's valuation
techniques. A level is assigned to each fair value measurement based on the
lowest level input that is significant to the fair value measurement in its
entirety. The three levels of the fair value hierarchy are defined as follows:

Level 1   Unadjusted quoted prices for identical assets or liabilities in
          active markets that are accessible at the measurement date.

Level 2   Prices or valuations based on observable inputs other than quoted
          prices in active markets for identical assets and liabilities.

Level 3   Prices or valuations that require inputs that are both significant
          to the fair value measurement and unobservable.

DETERMINATION OF FAIR VALUE

ACC uses valuation techniques consistent with the market and income approaches
to measure the fair value of its assets and liabilities. ACC's market approach
uses prices and other relevant information generated by market transactions
involving identical or comparable assets or liabilities. ACC's income approach
uses valuation techniques to convert future projected cash flows to a single
discounted present value amount. When applying either approach, ACC maximizes
the use of observable inputs and minimizes the use of unobservable inputs.

The following is a description of the valuation techniques used to measure fair
value and the general classification of these instruments pursuant to the fair
value hierarchy.


                                                                              11

<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

ASSETS

Cash Equivalents

Cash equivalents include highly liquid investments with original maturities of
90 days or less. ACC's cash equivalents are classified as Level 2 and are
measured at amortized cost, which is a reasonable estimate of fair value because
of the short time between the purchase of the instrument and its expected
realization.

Investments in Unaffiliated Issuers (Available-for-Sale Securities)

When available, the fair value of securities is based on quoted prices in active
markets. If quoted prices are not available, fair values are obtained from
nationally-recognized pricing services, broker quotes, or other model-based
valuation techniques. Level 1 securities primarily include U.S. Treasuries.
Level 2 securities include agency residential mortgage backed securities and
commercial mortgage backed securities, asset backed securities, municipal and
corporate bonds, U.S. agency securities and common and preferred stock. The fair
value of these Level 2 securities is based on a market approach with prices
obtained from nationally-recognized pricing services. Observable inputs used to
value these securities can include: reported trades, benchmark yields, issuer
spreads and broker/dealer quotes. Level 3 securities include asset backed
securities, corporate bonds and non-agency residential mortgage backed
securities. The fair value of these Level 3 securities is typically based on a
single broker quote, except for the valuation of non-agency residential mortgage
backed securities, described in detail below.

While ACC believes the market for non-agency residential mortgage backed
securities is still inactive, effective March 31, 2010, ACC returned to using
prices from nationally-recognized pricing services to determine the fair value
of certain non-agency residential mortgage backed securities because the
difference between these prices and the results of ACC's discounted cash flows
was not significant.

Derivatives (Equity Index Options, Purchased and Written)

The fair values of derivatives that are traded in less active over-the-counter
markets are generally measured using pricing models with market observable
inputs such as interest rates and equity index levels. These measurements are
classified as Level 2 within the fair value hierarchy.

LIABILITIES

Certificate Reserves

ACC uses various Black-Scholes calculations to determine the fair value of the
embedded derivative liability associated with the provisions of its stock market
certificates. The inputs to these calculations are primarily market observable
and include interest rates, volatilities, and equity index levels. As a result,
these measurements are classified as Level 2.

The following tables present the balances of assets and liabilities measured at
fair value on a recurring basis:

<TABLE>
<CAPTION>
                                                                MARCH 31, 2010
                                                 --------------------------------------------
                                                 LEVEL 1     LEVEL 2     LEVEL 3     TOTAL
                                                 -------   ----------   --------   ----------
                                                                (IN THOUSANDS)
<S>                                              <C>       <C>          <C>        <C>
Assets
   Cash equivalents                                $ --    $  453,111   $     --   $  453,111
   Available-for-Sale securities:
      Residential mortgage backed securities         --       646,502    703,391    1,349,893
      Corporate debt securities                      --       791,993      8,688      800,681
      Commercial mortgage backed securities          --       479,477         --      479,477
      Asset backed securities                        --       264,593    127,019      391,612
      U.S. government and agencies obligations      400        59,482         --       59,882
      Common and preferred stocks                    64        18,322         --       18,386
                                                   ----    ----------   --------   ----------
   Total Available-for-Sale securities              464     2,260,369    839,098    3,099,931
   Equity index options, purchased                   --       131,252         --      131,252
                                                   ----    ----------   --------   ----------
Total assets at fair value                         $464    $2,844,732   $839,098   $3,684,294
                                                   ====    ==========   ========   ==========
Liabilities
   Certificate reserves                            $ --    $   22,280   $     --   $   22,280
   Equity index options, written                     --       109,472         --      109,472
                                                   ----    ----------   --------   ----------
Total liabilities at fair value                    $ --    $  131,752   $     --   $  131,752
                                                   ====    ==========   ========   ==========
</TABLE>


                                                                              12

<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

<TABLE>
<CAPTION>
                                                               DECEMBER 31, 2009
                                                 --------------------------------------------
                                                 LEVEL 1     LEVEL 2     LEVEL 3     TOTAL
                                                 -------   ----------   --------   ----------
                                                                (IN THOUSANDS)
<S>                                              <C>       <C>          <C>        <C>
Assets
   Cash equivalents                                $ --    $  309,183   $     --   $  309,183
   Available-for-Sale securities:
      Residential mortgage backed securities         --       714,702    745,633    1,460,335
      Corporate debt securities                      --     1,038,135     12,104    1,050,239
      Commercial mortgage backed securities          --       551,202         --      551,202
      Asset backed securities                        --       299,683    130,584      430,267
      U.S. government and agencies obligations      398       135,552         --      135,950
      Common and preferred stocks                    --        15,765         --       15,765
                                                   ----    ----------   --------   ----------
   Total Available-for-Sale securities              398     2,755,039    888,321    3,643,758
   Equity index options, purchased                   --       166,392         --      166,392
                                                   ----    ----------   --------   ----------
Total assets at fair value                         $398    $3,230,614   $888,321   $4,119,333
                                                   ====    ==========   ========   ==========
Liabilities
   Certificate reserves                            $ --    $   25,796   $     --   $   25,796
   Equity index options, written                     --       140,996         --      140,996
                                                   ----    ----------   --------   ----------
Total liabilities at fair value                    $ --    $  166,792   $     --   $  166,792
                                                   ====    ==========   ========   ==========
</TABLE>

The following tables provide a summary of changes in Level 3 assets and
liabilities measured at fair value on a recurring basis:

<TABLE>
<CAPTION>
                                                                AVAILABLE-FOR-SALE SECURITIES
                                               ---------------------------------------------------------------
                                                                        (IN THOUSANDS)
                                               RESIDENTIAL
                                                 MORTGAGE     CORPORATE       ASSET        OTHER
                                                  BACKED         DEBT        BACKED      STRUCTURED
                                                SECURITIES    SECURITIES   SECURITIES   INVESTMENTS     TOTAL
                                               -----------    ----------   ----------   -----------   --------
<S>                                            <C>            <C>          <C>          <C>           <C>
Balance, January 1, 2010                       $ 745,633       $12,104     $130,584         $--       $888,321
   Total gains (losses) included in:
      Net income                                    (848)(1)        --          887(2)       --             39
      Other comprehensive income                  13,591           (17)       6,034          --         19,608
   Purchases, sales, issuances and
      settlements, net                           (54,985)       (3,399)     (10,486)         --        (68,870)
   Transfers in and/or out of Level 3                 --            --           --          --             --
                                               ---------       -------     --------         ---       --------
Balance, March 31, 2010                        $ 703,391       $ 8,688     $127,019         $--       $839,098
                                               =========       =======     ========         ===       ========
Change in unrealized gains (losses) included
   in net income relating to Level 3 assets
   held at March 31, 2010                      $    (848)(1)   $    --     $    887(2)      $--       $     39
</TABLE>

(1)  Represents a $(2,066) loss included in net realized gain (loss) on
     investments and $1,218 included in investment income in the Statements of
     Operations.

(2)  Represents a $(289) loss included in net realized gain (loss) on
     investments and $1,176 included in investment income in the Statements of
     Operations.


                                                                              13

<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

<TABLE>
<CAPTION>
                                                                AVAILABLE-FOR-SALE SECURITIES
                                               ---------------------------------------------------------------
                                                                        (IN THOUSANDS)
                                               RESIDENTIAL
                                                 MORTGAGE     CORPORATE       ASSET        OTHER
                                                  BACKED         DEBT        BACKED      STRUCTURED
                                                SECURITIES    SECURITIES   SECURITIES   INVESTMENTS     TOTAL
                                               -----------    ----------   ----------   -----------   --------
<S>                                            <C>            <C>          <C>          <C>           <C>
Balance, January 1, 2009                       $465,234        $33,653     $ 67,552       $--         $566,439
   Total gains (losses) included in:
      Net income                                 (2,866)(1)         --        1,504(2)      8(3)        (1,354)
      Other comprehensive income                 17,912            604       (2,760)       --           15,756
   Purchases, sales, issuances and
      settlements, net                          219,876         (3,278)      48,304        (8)         264,894
   Transfers in and/or out of Level 3                --             --           --        --               --
                                               --------        -------     --------       ---         --------
Balance, March 31, 2009                        $700,156        $30,979     $114,600       $--         $845,735
                                               ========        =======     ========       ===         ========
Change in unrealized gains (losses) included
   in net income relating to Level 3 assets
   held at March 31, 2009                      $ (2,911)(4)    $    --     $  1,504(2)    $--         $ (1,407)
</TABLE>

(1)  Represents a $(3,079) loss included in net realized gain (loss) on
     investments and $213 included in investment income in the Statements of
     Operations.

(2)  Included in investment income in the Statements of Operations.

(3)  Represents a gain included in net realized gain (loss) on investments in
     the Statements of Operations.

(4)  Represents a $(3,297) loss included in net realized gain (loss) on
     investments and $386 included in investment income in the Statements of
     Operations.

ACC recognizes transfers between levels of the fair value hierarchy as of the
beginning of the quarter in which each transfer occurred. There were no
transfers between Level 1 and Level 2 during the three months ended March 31,
2010.

During the reporting periods, there were no material assets or liabilities
measured at fair value on a nonrecurring basis.

The following table provides the carrying value and the estimated fair value of
financial instruments that are not reported at fair value. All other financial
instruments that are reported at fair value have been included above in the
table with balances of assets and liabilities measured at fair value on a
recurring basis.

<TABLE>
<CAPTION>
                                      MARCH 31, 2010              DECEMBER 31, 2009
                               ---------------------------   ---------------------------
                               CARRYING VALUE   FAIR VALUE   CARRYING VALUE   FAIR VALUE
                               --------------   ----------   --------------   ----------
                                                     (IN THOUSANDS)
<S>                            <C>              <C>          <C>              <C>
FINANCIAL ASSETS
   Below investment grade
      syndicated bank loans      $  168,431     $  170,186     $  179,176     $  179,579
   Commercial mortgage loans        120,564        125,229        130,283        133,442
   Certificate loans                  4,621          4,621          5,136          5,136
FINANCIAL LIABILITIES
   Certificate reserves          $3,754,086     $3,725,597     $4,082,476     $4,052,657
</TABLE>

Investments in unaffiliated issuers

The fair value of below investment grade syndicated bank loans is obtained from
a nationally-recognized pricing service.

The fair value of commercial mortgage loans, except those with significant
credit deterioration, has been determined by discounting contractual cash flows
using discount rates that reflect current pricing for loans with similar
remaining maturities and characteristics including loan-to-value ratio,
occupancy rate, refinance risk, debt-service coverage, location, and property
condition. For commercial mortgage loans with significant credit deterioration,
fair value is determined using the same adjustments as above with an additional
adjustment for ACC's estimate of the amount recoverable on the loan.


                                                                              14
<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Certificate reserves

The fair value of investment certificate reserves is determined by discounting
cash flows using discount rates that reflect current pricing for assets with
similar terms and characteristics, with adjustments for early withdrawal
behavior, penalty fees, expense margin and ACC's nonperformance risk specific to
these liabilities.

5. DERIVATIVES AND HEDGING ACTIVITIES

Derivative instruments enable ACC to manage its exposure to various market
risks. The value of such instruments is derived from an underlying variable or
multiple variables, including equity and interest rate indices or prices. ACC
primarily enters into derivative agreements for risk management purposes related
to ACC's products and operations.

ACC uses derivatives as economic hedges of equity and interest rate risk related
to various products and transactions of ACC. ACC does not designate any
derivatives for hedge accounting. The following table presents the balance sheet
location and the gross fair value of derivative instruments, including embedded
derivatives, by type of derivative and product:

<TABLE>
<CAPTION>
                                                          ASSET                                    LIABILITY
                                                ------------------------                   ------------------------
DERIVATIVES NOT DESIGNATED AS   BALANCE SHEET   MARCH 31,   DECEMBER 31,   BALANCE SHEET   MARCH 31,   DECEMBER 31,
HEDGING INSTRUMENTS                LOCATION        2010         2009          LOCATION        2010         2009
-----------------------------   -------------   ---------   ------------   -------------   ---------   ------------
                                                     (IN THOUSANDS)                           (IN THOUSANDS)
<S>                             <C>             <C>         <C>            <C>             <C>         <C>
EQUITY CONTRACTS
Stock market certificates       Equity index                               Equity index
                                options,                                   options,
                                purchased        $131,252     $166,392     written          $109,472   $140,996
Stock market certificates                                                  Certificate
embedded derivatives                                   --           --     reserves           22,280     25,796
                                                 --------     --------                      --------   --------
Total                                            $131,252     $166,392                      $131,752   $166,792
                                                 ========     ========                      ========   ========
</TABLE>

See note 4 for additional information regarding ACC's fair value measurement of
derivative instruments.

The following table presents a summary of the impact of derivatives not
designated as hedging instruments on the Statements of Operations:

<TABLE>
<CAPTION>
                                                                                                     AMOUNT OF GAIN (LOSS) ON
                                                                                                 DERIVATIVES RECOGNIZED IN INCOME
                                                                                             ---------------------------------------
DERIVATIVES NOT DESIGNATED AS                             LOCATION OF GAIN (LOSS) ON         THREE MONTHS ENDED   THREE MONTHS ENDED
HEDGING INSTRUMENTS                                    DERIVATIVES RECOGNIZED IN INCOME        MARCH 31, 2010       MARCH 31, 2009
-------------------------------------------------   --------------------------------------   ------------------   ------------------
                                                                                                           (IN THOUSANDS)
<S>                                                 <C>                                      <C>                  <C>
EQUITY CONTRACTS
   Stock market certificates                        Net provision for certificate reserves          $2,970              $(2,838)
   Stock market certificates embedded derivatives   Net provision for certificate reserves           3,516               (2,123)
                                                                                                    ------              -------
   Total                                                                                            $6,486              $(4,961)
                                                                                                    ======              =======
</TABLE>

Ameriprise Stock Market Certificates ("SMC") offer a return based upon the
relative change in a major stock market index between the beginning and end of
the SMC's term. The SMC product contains an embedded derivative. The equity
based return of the certificate must be separated from the host contract and
accounted for as a derivative instrument. As a result of fluctuations in equity
markets, and the corresponding changes in value of the embedded derivative, the
amount of expenses incurred by ACC related to the SMC product will positively or
negatively impact reported earnings. As a means of hedging its obligations under
the provisions for these certificates, ACC purchases and writes call options on
the S&P 500 Index. ACC views this strategy as a prudent management of equity
market sensitivity, such that earnings are not exposed to undue risk presented
by changes in equity market levels. The gross notional amount of these
derivative contracts was $1.5 billion at March 31, 2010. ACC also purchases
futures on the S&P 500 Index to economically hedge its obligations. The futures
are marked-to-market daily and exchange traded, exposing ACC to no counterparty
risk. The gross notional amount of these contracts was $0.3 million at March 31,
2010.


                                                                              15

<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

CREDIT RISK

Credit risk associated with ACC's derivatives is the risk that a derivative
counterparty will not perform in accordance with the terms of the applicable
derivative contract. To mitigate such risk, ACC has established guidelines and
oversight of credit risk through a comprehensive enterprise risk management
program that includes members of senior management. Key components of this
program are to require preapproval of counterparties and the use of master
netting arrangements and collateral arrangements wherever practical. As of March
31, 2010, ACC held $11.9 million in cash and recorded a corresponding liability
in accounts payable and accrued liabilities for collateral ACC is obligated to
return to counterparties. As of March 31, 2010, ACC's maximum credit exposure
related to derivative assets after considering netting arrangements with
counterparties and collateral arrangements was approximately $9.9 million.

6. CONTINGENCIES

ACC is not aware that it is a party to any pending legal, arbitration, or
regulatory proceedings that would have a material adverse effect on its
financial condition, results of operations or liquidity. However, it is possible
that the outcome of any such proceedings could have a material adverse effect on
results of operations in any particular reporting period as the proceedings are
resolved.

7. INCOME TAXES

The effective tax rate was 36.3% for the three months ended March 31, 2010
compared to 43.2% for the three months ended March 31, 2009. The effective tax
rates for both three month periods reflected the level of current period tax
advantaged items relative to the level of pretax income.

As of March 31, 2010 and December 31, 2009, ACC had $4.4 million of gross
unrecognized tax benefits. If recognized, approximately $1.2 million, net of
federal tax benefits, of the unrecognized tax benefits as of March 31, 2010 and
December 31, 2009, would affect the effective tax rate.

ACC recognizes interest and penalties related to unrecognized tax benefits as a
component of the income tax provision. ACC had $1.4 million for the payment of
interest and penalties accrued at March 31, 2010 and December 31, 2009.

It is reasonably possible that the total amounts of unrecognized tax benefits
will change in the next 12 months. Based on the current audit position of ACC,
it is estimated that the total amount of gross unrecognized tax benefits may
decrease by $4.4 million in the next 12 months.

ACC files income tax returns in the U.S. federal jurisdiction, and various state
jurisdictions. With few exceptions, ACC is no longer subject to U.S. federal or
state and local income tax examinations by tax authorities for years before
1997. The Internal Revenue Service ("IRS"), as part of the overall examination
of the American Express Company consolidated return, completed its field
examination of ACC's U.S. income tax returns for 1997 through 2002 during 2008
and completed its field examination of 2003 through 2004 in the third quarter of
2009. However, for federal income tax purposes these years continue to remain
open as a consequence of certain issues under appeal. In the fourth quarter of
2008, the IRS commenced an examination of ACC's U.S. income tax returns for 2005
through 2007, which is expected to be completed in the second quarter of 2010.
ACC's state income tax returns are currently under examination by various
jurisdictions for years ranging from 1998 through 2006.


                                                                              16

<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

ITEM 2. MANAGEMENT'S NARRATIVE ANALYSIS

The following information should be read in conjunction with Ameriprise
Certificate Company's ("ACC") Financial Statements and related notes presented
in Part I, Item 1. This discussion may contain forward-looking statements that
reflect ACC's plans, estimates and beliefs. Actual results could differ
materially from those discussed in these forward-looking statements. Factors
that could cause or contribute to these differences include, but are not limited
to, those discussed under "Forward-Looking Statements." ACC believes it is
useful to read its management's narrative analysis in conjunction with its
Annual Report on Form 10-K for the year ended December 31, 2009, filed with the
Securities and Exchange Commission ("SEC") on February 23, 2010 ("2009 10-K"),
as well as its current reports on Form 8-K and other publicly available
information.

ACC is a wholly owned subsidiary of Ameriprise Financial, Inc. ("Ameriprise
Financial"). ACC is registered as an investment company under the Investment
Company Act of 1940 and is in the business of issuing face-amount investment
certificates. Face-amount investment certificates issued by ACC entitle the
certificate owner to receive at maturity a stated amount of money and interest
or credits declared from time to time by ACC, at its discretion. The
certificates issued by ACC are not insured by any government agency. ACC's
certificates are sold primarily by Ameriprise Financial Services, Inc., an
affiliate of ACC. Ameriprise Financial Services, Inc. is registered as a
broker-dealer in all 50 states, the District of Columbia and Puerto Rico.

ACC's future profitability is dependent upon changes in the economic, credit and
equity environments, as well as the competitive environment. Ameriprise
Financial and unaffiliated third parties offer certain competing products which
have demonstrated strong appeal to investors.

Management's narrative analysis of the results of operations is presented in
lieu of management's discussion and analysis of financial condition and results
of operations, pursuant to General Instructions H(2)(a) of Form 10-Q.

CRITICAL ACCOUNTING POLICIES

ACC's critical accounting policies are discussed in detail in "Management's
Narrative Analysis -- Critical Accounting Policies" in its 2009 10-K.

RECENT ACCOUNTING PRONOUNCEMENTS

For information regarding recent accounting pronouncements and their expected
impact on ACC's future results of operations or financial condition, see Note 2
to the financial statements.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2010 AND 2009

Net income for the three months ended March 31, 2010 was $14.5 million compared
$0.4 million for the three months ended March 31, 2009, an increase of $14.1
million, due primarily to decreased expenses related to certificate reserves
caused by the run-off of certificate rate promotions.

For the three months ended March 31, 2010, investment income decreased $7.0
million, or 13.7%, to $44.5 million compared to the prior year period. This
decrease is primarily the result of lower asset balances due to net outflows.

Investment expenses for the three months ended March 31, 2010 decreased $1.9
million, or 18.5%, to $8.5 million compared to the same period in 2009. This
decrease is due to lower distribution fees as a result of declining certificate
reserve balances in the first quarter of 2010 compared to the first quarter of
2009.

The provision for certificate reserves decreased $21.7 million, or 56.0%, to
$17.0 million for the three months ended March 31, 2010 compared to the same
period in 2009. This decrease is due to lower client volumes as a result of net
outflows and lower interest crediting rates.

Net realized gain on investments for the three months ended March 31, 2010 was
$3.8 million compared to net realized loss on investments of $1.7 million for
the three months ended March 31, 2009. Included in the net investment gains for
the three months ended March 31, 2010 was a $5.2 million decrease in the below
investment grade syndicated bank loans reserve partially offset by an increase
in the commercial mortgage loan reserve and other-than-temporary impairment
losses on non-agency residential mortgage backed securities and corporate debt
securities. Included in the net investment losses for the three months ended
March 31, 2009 was $4.4 million of other-than-temporary impairment losses on
investments. These other-than-temporary impairment charges primarily related to
credit losses on non-agency residential mortgage backed securities and corporate
debt securities primarily in the gaming industry.

The effective tax rate was 36.3% for the three months ended March 31, 2010
compared to 43.2% for the three months ended March 31, 2009.


                                                                              17

<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

FAIR VALUE MEASUREMENTS

ACC reports certain assets and liabilities at fair value; specifically
derivatives, embedded derivatives, and most investments and cash equivalents.
Fair value assumes the exchange of assets or liabilities occurs in orderly
transactions. Companies are not permitted to use market prices that are the
result of a forced liquidation or distressed sale. ACC includes actual market
price or observable inputs in its fair value measurements to the extent
available. Broker quotes are obtained when quotes from pricing services are not
available. ACC validates prices obtained from third parties through a variety of
means such as: price variance analysis, subsequent sales testing, stale price
review, price comparison across pricing vendors and due diligence reviews of
vendors.

Non-agency Residential Mortgage Backed Securities Backed by Subprime, Alt-A or
Prime Collateral

Subprime mortgage lending is the origination of residential mortgage loans to
customers with weak credit profiles. Alt-A mortgage lending is the origination
of residential mortgage loans to customers who have credit ratings above
subprime but may not conform to government-sponsored standards. Prime mortgage
lending is the origination of residential mortgage loans to customers with good
credit profiles. ACC has exposure to these types of loans predominantly through
mortgage backed and asset backed securities. The slowdown in the U.S. housing
market, combined with relaxed underwriting standards by some originators, has
led to higher delinquency and loss rates for some of these investments. Market
conditions have increased the likelihood of other-than-temporary impairments for
certain non-agency residential mortgage backed securities. As a part of ACC's
risk management process, an internal rating system is used in conjunction with
market data as the basis for analysis to assess the likelihood that ACC will not
receive all contractual principal and interest payments for these investments.
For the investments that are more at risk for impairment, ACC performs its own
assessment of projected cash flows incorporating assumptions about default
rates, prepayment speeds, loss severity, and geographic concentrations to
determine if an other-than-temporary impairment should be recognized.

The following table presents as of March 31, 2010, ACC's non-agency residential
mortgage backed and asset backed securities backed by subprime, Alt-A or prime
mortgage loans by credit rating and vintage year (in thousands):

<TABLE>
<CAPTION>
                       AAA                AA                A                BBB            BB & BELOW           TOTAL
               ------------------ ----------------- ----------------- ----------------- ------------------ ------------------
               AMORTIZED   FAIR   AMORTIZED   FAIR  AMORTIZED   FAIR  AMORTIZED   FAIR  AMORTIZED   FAIR   AMORTIZED   FAIR
                  COST     VALUE     COST    VALUE     COST    VALUE     COST    VALUE     COST     VALUE     COST     VALUE
               --------- -------- --------- ------- --------- ------- --------- ------- --------- -------- --------- --------
<S>            <C>       <C>      <C>       <C>     <C>       <C>     <C>       <C>     <C>       <C>      <C>       <C>
SUBPRIME
2003 & prior    $  1,632 $  1,535  $    --  $    --  $    --  $    --  $    --  $    --  $     -- $     --  $  1,632 $  1,535
   2004           10,642   10,403       --       --    8,198    8,027       --       --     9,120    7,777    27,960   26,207
   2005           10,509   10,690   37,531   39,984    4,399    4,492    1,174    1,065        --       --    53,613   56,231
   2006               --       --    2,326    2,177       --       --    5,174    5,080     4,248    4,027    11,748   11,284
   2007               --       --       --       --    5,167    5,322       --       --        --       --     5,167    5,322
   2008               --       --       --       --       --       --       --       --        --       --        --       --
   2009               --       --       --       --       --       --       --       --        --       --
Re-Remic(1)           --       --       --       --       --       --   17,112   16,713        --       --    17,112   16,713
                -------- --------  -------  -------  -------  -------  -------  -------  -------- --------  -------- --------
Total Subprime  $ 22,783 $ 22,628  $39,857  $42,161  $17,764  $17,841  $23,460  $22,858  $ 13,368 $ 11,804  $117,232 $117,292
                ======== ========  =======  =======  =======  =======  =======  =======  ======== ========  ======== ========
ALT-A
2003 & prior    $  5,322 $  4,906  $    --  $    --   $   --  $    --  $    --  $    --  $     -- $     --  $  5,322 $  4,906
   2004            5,190    4,744    2,772    2,113   16,948   14,469   10,713    5,629     3,364      958    38,987   27,913
   2005               --       --       --       --       --       --    2,822    1,931    93,581   61,489    96,403   63,420
   2006               --       --       --       --       --       --       --       --    36,782   27,050    36,782   27,050
   2007               --       --       --       --       --       --       --       --    52,056   27,274    52,056   27,274
   2008               --       --       --       --       --       --       --       --        --       --        --       --
                -------- --------  -------  -------  -------  -------  -------  -------  -------- --------  -------- --------
Total Alt-A     $ 10,512 $  9,650  $ 2,772  $ 2,113  $16,948  $14,469  $13,535  $ 7,560  $185,783 $116,771  $229,550 $150,563
                ======== ========  =======  =======  =======  =======  =======  =======  ======== ========  ======== ========
PRIME
2003 & prior    $ 33,148 $ 33,217  $    --  $    --  $    --  $    --  $    --  $    --  $     -- $     --  $ 33,148 $ 33,217
   2004           27,989   27,391   26,718   24,579    5,763    5,217   21,363   16,275    22,593    7,304   104,426   80,766
   2005            3,755    3,533   13,534   11,942   10,975    9,985   26,991   22,051    62,492   54,404   117,747  101,915
   2006               --       --       --       --       --       --       --       --     4,011    3,565     4,011    3,565
   2007               --       --       --       --       --       --       --       --        --       --        --       --
   2008               --       --       --       --       --       --       --       --        --       --        --       --
   2009               --       --       --       --       --       --       --       --        --       --        --       --
Re-Remic(1)      313,434  311,579       --       --       --       --       --       --        --       --   313,434  311,579
                -------- --------  -------  -------  -------  -------  -------  -------  -------- --------  -------- --------
Total Prime     $378,326 $375,720  $40,252  $36,521  $16,738  $15,202  $48,354  $38,326  $ 89,096 $ 65,273  $572,766 $531,042
                -------- --------  -------  -------  -------  -------  -------  -------  -------- --------  -------- --------
GRAND TOTAL     $411,621 $407,998  $82,881  $80,795  $51,450  $47,512  $85,349  $68,744  $288,247 $193,848  $919,548 $798,897
                ======== ========  =======  =======  =======  =======  =======  =======  ======== ========  ======== ========
</TABLE>

(1)  Re-Remics of mortgage backed securities are prior vintages with cash flows
     structured into senior and subordinated bonds. Credit enhancement on senior
     bonds is increased through the Re-Remic process. ACC did not have any
     exposure to subordinate tranches as of March 31, 2010.


                                                                              18

<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that reflect management's plans,
estimates and beliefs. Actual results could differ materially from those
described in these forward-looking statements. The words "believe," "expect,"
"anticipate," "optimistic," "intend," "plan," "aim," "will," "may," "should,"
"could," "would," "likely," "forecast," "on pace," "project" and similar
expressions are intended to identify forward-looking statements but are not the
exclusive means of identifying such statements. Forward-looking statements are
subject to risks and uncertainties which could cause actual results to differ
materially from such statements. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date on
which they are made. ACC undertakes no obligation to update or revise any
forward-looking statements.

ITEM 4T. CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

ACC maintains disclosure controls and procedures (as defined in Rules 13a-15(e)
and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) designed to provide reasonable assurance that the information required to
be reported in the Exchange Act filings is recorded, processed, summarized and
reported within the time periods specified in and pursuant to SEC regulations,
including controls and procedures designed to ensure that this information is
accumulated and communicated to ACC's management, including its Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding the required disclosure. It should be noted that, because of inherent
limitations, ACC's disclosure controls and procedures, however well designed and
operated, can provide only reasonable, and not absolute, assurance that the
objectives of the disclosure controls and procedures are met.

ACC's management, under the supervision and with the participation of its Chief
Executive Officer and Chief Financial Officer, evaluated the effectiveness of
ACC's disclosure controls and procedures as of the end of the period covered by
this report. Based upon that evaluation, ACC's Chief Executive Officer and Chief
Financial Officer have concluded that ACC's disclosure controls and procedures
were effective at a reasonable level of assurance as of March 31, 2010.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have not been any changes in ACC's internal control over financial
reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) during the fiscal quarter to which this report relates that have
materially affected, or are reasonably likely to materially affect, ACC's
internal control over financial reporting.


                                                                              19

<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY
                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The information set forth in Note 6 to the Financial Statements in Part I, Item
1 is incorporated herein by reference.

ITEM 1A. RISK FACTORS

There have been no material changes in the risk factors provided in Part I, Item
1A of ACC's 2009 10-K.

ITEM 6. EXHIBITS

The list of exhibits required to be filed as exhibits to this report are listed
on page E-1 hereof, under "Exhibit Index," which is incorporated herein by
reference.


                                                                              20

<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                        AMERIPRISE CERTIFICATE COMPANY
                                        (Registrant)


Date: May 4, 2010                       /s/ William F. Truscott
                                        ----------------------------------------
                                        William F. Truscott
                                        Chief Executive Officer


Date: May 4, 2010                       /s/ Ross P. Palacios
                                        ----------------------------------------
                                        Ross P. Palacios
                                        Chief Financial Officer


                                                                              21

<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

EXHIBIT INDEX

The following exhibits are filed as part of this Quarterly Report:

<TABLE>
<CAPTION>
EXHIBIT   DESCRIPTION
-------   -----------
<S>       <C>
* 31.1    Certification of William F. Truscott pursuant to Rule 13a-14(a)
          promulgated under the Securities Exchange Act of 1934, as amended.

* 31.2    Certification of Ross P. Palacios pursuant to Rule 13a-14(a)
          promulgated under the Securities Exchange Act of 1934, as amended.

* 32.1    Certification of William F. Truscott and Ross P. Palacios pursuant to
          18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
          Sarbanes-Oxley Act of 2002.
</TABLE>

----------
*    Filed electronically herewithin.


                                                                             E-1