Table of Contents

 

 

 

**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 June 30, 2012**

** **

**Or**

** **

**o****         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)

 

| **Delaware**                                                   | ** ** | **41-6009975**                       |
|----------------------------------------------------------------|------------|--------------------------------------|
| (State or other jurisdiction of incorporation or organization) |       | (I.R.S. Employer Identification No.) |

 

| **1099 Ameriprise Financial Center, Minneapolis,   Minnesota** | ** ** | **55474**  |
|----------------------------------------------------------------|------------|------------|
| (Address of principal executive offices)                       |       | (Zip Code) |

 

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

 

Former name, former address and former fiscal year, if changed since last report: ** Not Applicable**

 

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 o

 

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 (§ 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 x No o

 

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  o          |   | Accelerated Filer  o         |
|-----------------------------------------------|--------|----------------------------------------|
|                                          |   |                                   |
| Non-Accelerated Filer  x            |   | Smaller reporting company  o |
| (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 o No x

 

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

 

| **Class**                               | ** ** | **Outstanding at August 6, 2012** |
|-----------------------------------------|------------|-------------------------------------------------------|
| Common Shares (par value $10 per share) |       | 150,000 shares                                        |

 

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.

 

 

 

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** **

**AMERIPRISE CERTIFICATE COMPANY**

 

**FORM 10-Q**

 

**INDEX**

 
| Part I.  | Financial   Information: |                                                                                                                   |
|---------------|--------------------------|------------------------------------------------------------------------------------------------------------------------|
|          |                     |                                                                                                                   |
|          | Item 1.                  | Financial   Statements                                                                                                 |   |
|          |                     |                                                                                                                   |   |
|          |                     | Consolidated Statements of Operations — Three months   and six months ended June 30, 2012 and 2011           | 3 |
|          |                     |                                                                                                                   |   |
|          |                     | Consolidated Statements of Comprehensive Income —   Three months and six months ended June 30, 2012 and 2011 | 4 |
|          |                     |                                                                                                                   |   |
|          |                     | Consolidated Balance Sheets — June 30, 2012 and   December 31, 2011                                | 5 |
|          |                     |                                                                                                                   |   |
|          |                     | Consolidated Statements of Shareholder’s Equity — Six   months ended June 30, 2012 and 2011             | 6 |
|          |                     |                                                                                                                   |   |
|          |                     | Consolidated Statements of Cash Flows — Six months   ended June 30, 2012 and 2011                            | 7 |
|          |                     |                                                                                                                   |   |
|          |                     | Notes to Consolidated Financial Statements                                                                             | 8 |
|          |                     |                                                                                                                   |   |
|          | Item 2.                  | Management’s   Narrative Analysis                                                                                 | 23 |
|          |                     |                                                                                                                   |   |
|          | Item 4.                  | Controls and   Procedures                                                                                              | 24 |
|          |                     |                                                                                                                   |
| Part II. | Other Information:       |                                                                                                                   |
|          |                     |                                                                                                                   |
|          | Item 1.                  | Legal Proceedings                                                                                                      | 25 |
|          |                     |                                                                                                                   |   |
|          | Item 1A.                 | Risk Factors                                                                                                           | 25 |
|          |                     |                                                                                                                   |   |
|          | Item 6.                  | Exhibits                                                                                                               | 25 |
|          |                     |                                                                                                                   |
|          | Signatures               | 26                                                                                                                     |
|          |                     |                                                                                                                   |
|          | Exhibit Index       | E-1                                                                                                                    |

 

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** **

**AMERIPRISE CERTIFICATE COMPANY**

** **

**PART I.  FINANCIAL INFORMATION**

 

**ITEM 1.  FINANCIAL STATEMENTS**

 

**CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)**

(in thousands)

 
| ** **                                                                         | ** ** | **Three Months Ended June 30,** | ** ** | **Six Months Ended June 30,** | ** ** |
|------------------------------------------------------------------------------------|------------|-----------------------------------------------------|------------|---------------------------------------------------|------------|
| ** **                                                                         | ** ** | **2012**                                            | ** ** | **2011**                                          | ** ** | **2012** | ** ** | **2011** | ** ** |
|                                                                               |       |                                                |       |                                              |       |   |   |   |   |
| Investment income                                                                  |       | $                                                   | 22,148     |                                              | $          | 30,590 |   | $ | 45,579 |   | $ | 61,610 |   |
| Investment expenses                                                                |       | 5,152                                               |       | 6,759                                             |       | 10,560 |   | 13,712 |   |
| Net investment income   before provision for certificate reserves and income taxes |       | 16,996                                              |       | 23,831                                            |       | 35,019 |   | 47,898 |   |
| Net provision for   certificate reserves                                           |       | 6,866                                               |       | 7,793                                             |       | 13,947 |   | 16,457 |   |
| Net investment income   before income taxes                                        |       | 10,130                                              |       | 16,038                                            |       | 21,072 |   | 31,441 |   |
| Income tax expense                                                                 |       | 3,658                                               |       | 6,158                                             |       | 7,616 |   | 11,903 |   |
| Net investment income                                                              |       | 6,472                                               |       | 9,880                                             |       | 13,456 |   | 19,538 |   |
|                                                                               |       |                                                |       |                                              |       |   |   |   |   |
| Net realized gain   (loss) on investments                                          |       | (2,748                                              | )          | (236                                              | )          | (5,390 | ) | 1,212 |   |
| Income tax expense   (benefit)                                                     |       | (962                                                | )          | (83                                               | )          | (1,887 | ) | 424 |   |
| Net realized gain   (loss) on investments, after-tax                               |       | (1,786                                              | )          | (153                                              | )          | (3,503 | ) | 788 |   |
| **Net   income**                                                                   |       | $                                                   | 4,686      |                                              | $          | 9,727 |   | $ | 9,953 |   | $ | 20,326 |   |
|                                                                               |       |                                                |       |                                              |       |   |   |   |   |
| Supplemental   Disclosures:                                                        |       |                                                |       |                                              |       |   |   |   |   |
| Total   other-than-temporary impairment losses on securities                       |       | $                                                   | (7,596     | )                                                 | $          | (5,492 | ) | $ | (8,562 | ) | $ | (5,492 | ) |
| Portion of loss recognized   in other comprehensive income (before taxes)          |       | 4,953                                               |       | 4,387                                             |       | 3,316 |   | 4,298 |   |
| Net impairment losses   recognized in net realized gain (loss) on investments      |       | $                                                   | (2,643     | )                                                 | $          | (1,105 | ) | $ | (5,246 | ) | $ | (1,194 | ) |

 

*See Notes to Consolidated Financial Statements.*

 

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**AMERIPRISE CERTIFICATE COMPANY**

 

**CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)**

(in thousands)

 
| ** **                                                                 | ** ** | **Three Months Ended June 30,** | ** ** | **Six Months Ended June 30,** | ** ** |
|----------------------------------------------------------------------------|------------|-----------------------------------------------------|------------|---------------------------------------------------|------------|
| ** **                                                                 | ** ** | **2012**                                            | ** ** | **2011**                                          | ** ** | **2012** | ** ** | **2011** | ** ** |
|                                                                       |       |                                                |       |                                              |       |   |   |   |   |
| Net income                                                                 |       | $                                                   | 4,686      |                                              | $          | 9,727 |   | $ | 9,953 |   | $ | 20,326 |   |
| Other comprehensive   income (loss), net of tax:                           |       |                                                |       |                                              |       |   |   |   |   |
| Net unrealized gains   (losses) on securities:                             |       |                                                |       |                                              |       |   |   |   |   |
| Net unrealized   securities gains (losses) arising during the period       |       | 1,645                                               |       | (3,408                                            | )          | 15,871 |   | (1,174 | ) |
| Reclassification of net   securities (gains) losses included in net income |       | 1,769                                               |       | (208                                              | )          | 3,486 |   | (500 | ) |
| Total other   comprehensive income (loss), net of tax                      |       | 3,414                                               |       | (3,616                                            | )          | 19,357 |   | (1,674 | ) |
| Total comprehensive   income                                               |       | $                                                   | 8,100      |                                              | $          | 6,111 |   | $ | 29,310 |   | $ | 18,652 |   |

* *

*See Notes to Consolidated Financial Statements.*

 

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**AMERIPRISE CERTIFICATE COMPANY**

 

**CONSOLIDATED BALANCE SHEETS**

(in thousands, except share amounts)

 
| ** **                                                            | ** ** | **June 30, 2012** | ** ** | **December 31, 2011** | ** ** |
|-----------------------------------------------------------------------|------------|-----------------------------|------------|---------------------------------|------------|
| ** **                                                            | ** ** | **(unaudited)**             | ** ** | ** **                      | ** ** |
| **Assets**                                                            |       |                        |       |                            |       |
| Qualified Assets                                                      |       |                        |       |                            |       |
| Cash equivalents                                                      |       | $                           | 142,087    |                            | $          | 74,498 |   |
| Investments in   unaffiliated issuers                                 |       | 2,669,760                   |       | 2,745,326                       |       |
| Receivables                                                           |       | 13,663                      |       | 26,650                          |       |
| Equity derivatives,   purchased                                       |       | 54,016                      |       | 34,393                          |       |
| Total qualified assets                                                |       | 2,879,526                   |       | 2,880,867                       |       |
| Deferred taxes, net                                                   |       | 52,063                      |       | 59,218                          |       |
| Total assets                                                          |       | $                           | 2,931,589  |                            | $          | 2,940,085 |   |
|                                                                  |       |                        |       |                            |       |
| **Liabilities   and Shareholder’s Equity**                       |       |                        |       |                            |       |
| Liabilities                                                           |       |                        |       |                            |       |
| Certificate reserves                                                  |       | $                           | 2,733,208  |                            | $          | 2,776,725 |   |
| Current taxes payable   to parent                                     |       | 4,149                       |       | 12,237                          |       |
| Equity derivatives,   written                                         |       | 45,940                      |       | 28,979                          |       |
| Accounts payable, accrued   liabilities and other liabilities         |       | 15,310                      |       | 7,472                           |       |
| Total liabilities                                                     |       | 2,798,607                   |       | 2,825,413                       |       |
|                                                                  |       |                        |       |                            |       |
| Shareholder’s Equity                                             |       |                        |       |                            |       |
| Common shares ($10 par   value, 150,000 shares authorized and issued) |       | 1,500                       |       | 1,500                           |       |
| Additional paid-in   capital                                          |       | 154,517                     |       | 160,250                         |       |
| Total retained earnings                                               |       | 4,701                       |       | 15                              |       |
| Accumulated other   comprehensive loss, net of tax                    |       | (27,736                     | )          | (47,093                         | )          |
| Total shareholder’s   equity                                     |       | 132,982                     |       | 114,672                         |       |
| **Total   liabilities and shareholder’s equity**                 |       | $                           | 2,931,589  |                            | $          | 2,940,085 |   |

 

*See Notes to Consolidated Financial Statements.*

 

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** **

**AMERIPRISE CERTIFICATE COMPANY**

 

**CONSOLIDATED STATEMENTS OF SHAREHOLDER’S EQUITY (UNAUDITED)**

 

(in thousands, except share data)

 
| ** **                               | ** ** | ** **         | ** ** | ** ** | ** ** | ** **     | ** ** | **Retained Earnings** | ** ** | ** **         | ** ** | ** **                   | ** ** |
|------------------------------------------|------------|--------------------|------------|------------|------------|----------------|------------|----------------------------|------------|--------------------|------------|------------------------------|------------|
| ** **                               | ** ** | ** **         | ** ** | ** ** | ** ** | ** **     | ** ** | **Appropriated**           | ** ** | ** **         | ** ** | ** **                   | ** ** | ** ** | ** ** |
| ** **                               | ** ** | ** **         | ** ** | ** ** | ** ** | ** **     | ** ** | **for Additional**    | ** ** | ** **         | ** ** | **Accumulated**              | ** ** | ** ** | ** ** |
| ** **                               | ** ** | **Number of** | ** ** | ** ** | ** ** | **Additional** | ** ** | **Interest on**       | ** ** | ** **         | ** ** | **Other Comprehensive** | ** ** | ** ** | ** ** |
| ** **                               | ** ** | **Outstanding**    | ** ** | **Common** | ** ** | **Paid-In**    | ** ** | **Advance**                | ** ** | ** **         | ** ** | ** Loss,**              | ** ** | ** ** | ** ** |
| ** **                               | ** ** | **Shares**         | ** ** | **Shares** | ** ** | **Capital**    | ** ** | **Payments**               | ** ** | **Unappropriated** | ** ** | **Net of Tax**     | ** ** | **Total** | ** ** |
|                                     |       |               |       |       |       |           |       |                       |       |               |       |                         |       |   |   |
| **Balance   at January 1, 2011**         |       | 150,000            |       | $          | 1,500      |           | $          | 181,998                    |       | $                  | 15         |                         | $          | — |   | $ | (21,019 | ) | $ | 162,494 |   |
| Comprehensive income:                    |       |               |       |       |       |           |       |                       |       |               |       |                         |       |   |   |
| Net income                               |       | —             |       | —     |       | —         |       | —                     |       | 20,326             |       | —                       |       | 20,326 |   |
| Other comprehensive   loss, net of tax   |       | —             |       | —     |       | —         |       | —                     |       | —             |       | (1,674                       | )          | (1,674 | ) |
| Total comprehensive   income             |       |               |       |       |       |           |       |                       |       |               |       |                         |       | 18,652 |   |
| Dividend/return of   capital to parent   |       | —             |       | —     |       | (16,674        | )          | —                     |       | (20,326            | )          | —                       |       | (37,000 | ) |
| **Balance   at June 30, 2011**           |       | 150,000            |       | $          | 1,500      |           | $          | 165,324                    |       | $                  | 15         |                         | $          | — |   | $ | (22,693 | ) | $ | 144,146 |   |
|                                     |       |               |       |       |       |           |       |                       |       |               |       |                         |       |   |   |
| **Balance   at January 1, 2012**         |       | 150,000            |       | $          | 1,500      |           | $          | 160,250                    |       | $                  | 15         |                         | $          | — |   | $ | (47,093 | ) | $ | 114,672 |   |
| Comprehensive income:                    |       |               |       |       |       |           |       |                       |       |               |       |                         |       |   |   |
| Net income                               |       | —             |       | —     |       | —         |       | —                     |       | 9,953              |       | —                       |       | 9,953 |   |
| Other comprehensive   income, net of tax |       | —             |       | —     |       | —         |       | —                     |       | —             |       | 19,357                       |       | 19,357 |   |
| Total comprehensive   income             |       |               |       |       |       |           |       |                       |       |               |       |                         |       | 29,310 |   |
| Dividend/return of   capital to parent   |       | —             |       | —     |       | (5,733         | )          | —                     |       | (5,267             | )          | —                       |       | (11,000 | ) |
| **Balance   at June 30, 2012**           |       | 150,000            |       | $          | 1,500      |           | $          | 154,517                    |       | $                  | 15         |                         | $          | 4,686 |   | $ | (27,736 | ) | $ | 132,982 |   |

 

*See Notes to Consolidated Financial Statements.*

 

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**AMERIPRISE CERTIFICATE COMPANY**

 

**CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)**

(in thousands)

 
| ** **                                                                          | ** ** | **Six Months Ended June 30,** | ** ** |
|-------------------------------------------------------------------------------------|------------|---------------------------------------------------|------------|
| ** **                                                                          | ** ** | **2012**                                          | ** ** | **2011** | ** ** |
| **Cash   Flows from Operating Activities**                                          |       |                                              |       |   |   |
| Net income                                                                          |       | $                                                 | 9,953      |   | $ | 20,326 |   |
| Adjustments to   reconcile net income to net cash provided by operating activities: |       |                                              |       |   |   |
| Interest added to   certificate loans                                               |       | (54                                               | )          | (66 | ) |
| Amortization of   premiums, accretion of discounts, net                             |       | 4,524                                             |       | (876 | ) |
| Deferred income taxes                                                               |       | (4,262                                            | )          | 1,354 |   |
| Net realized loss on   Available-for-Sale securities                                |       | 5,363                                             |       | 770 |   |
| Other net realized (gain)   loss                                                    |       | 27                                                |       | (1,041 | ) |
| Provision for loan loss                                                             |       | —                                            |       | (941 | ) |
| Changes in operating   assets and liabilities:                                      |       |                                              |       |   |   |
| Dividends and interest   receivable                                                 |       | 745                                               |       | 4,930 |   |
| Certificate reserves,   net                                                         |       | 2,217                                             |       | (4,766 | ) |
| Due to parent for   income taxes, net                                               |       | (8,088                                            | )          | 479 |   |
| Derivatives, net                                                                    |       | (2,662                                            | )          | 3,737 |   |
| Derivatives collateral,   net                                                       |       | 854                                               |       | (946 | ) |
| Other, net                                                                          |       | (2,619                                            | )          | 1,505 |   |
| **Net   cash provided by operating activities**                                     |       | 5,998                                             |       | 24,465 |   |
| ** **                                                                          |       |                                              |       |   |   |
| **Cash   Flows from Investing Activities**                                          |       |                                              |       |   |   |
| Available-for-Sale   securities:                                                    |       |                                              |       |   |   |
| Sales                                                                               |       | 13,782                                            |       | 36,903 |   |
| Maturities, redemptions   and calls                                                 |       | 359,024                                           |       | 715,873 |   |
| Purchases                                                                           |       | (270,845                                          | )          | (579,014 | ) |
| Syndicated loans and   commercial mortgage loans:                                   |       |                                              |       |   |   |
| Sales                                                                               |       | —                                            |       | 133 |   |
| Maturities and   redemptions                                                        |       | 26,915                                            |       | 34,828 |   |
| Purchases and fundings                                                              |       | (10,625                                           | )          | (8,950 | ) |
| Certificate loans:                                                                  |       |                                              |       |   |   |
| Payments                                                                            |       | 201                                               |       | 197 |   |
| Fundings                                                                            |       | (127                                              | )          | (93 | ) |
| **Net   cash provided by investing activities**                                     |       | 118,325                                           |       | 199,877 |   |
| ** **                                                                          |       |                                              |       |   |   |
| **Cash   Flows from Financing Activities**                                          |       |                                              |       |   |   |
| Payments from   certificate owners                                                  |       | 366,667                                           |       | 410,406 |   |
| Certificate maturities   and cash surrenders                                        |       | (412,401                                          | )          | (679,642 | ) |
| Dividend/return of   capital to parent                                              |       | (11,000                                           | )          | (37,000 | ) |
| **Net   cash used in financing activities**                                         |       | (56,734                                           | )          | (306,236 | ) |
| ** **                                                                          |       |                                              |       |   |   |
| **Net   increase (decrease) in cash equivalents**                                   |       | 67,589                                            |       | (81,894 | ) |
| Cash equivalents at   beginning of period                                           |       | 74,498                                            |       | 182,192 |   |
| **Cash   equivalents at end of period**                                             |       | $                                                 | 142,087    |   | $ | 100,298 |   |
| ** **                                                                          |       |                                              |       |   |   |
| **Supplemental   disclosures including non-cash transactions:**                     |       |                                              |       |   |   |
| Cash paid for income   taxes                                                        |       | $                                                 | 17,132     |   | $ | 10,196 |   |
| Cash paid for interest                                                              |       | 15,508                                            |       | 23,841 |   |
| Certificate maturities   and surrenders through loan reductions                     |       | 218                                               |       | 332 |   |

 

*See Notes to Consolidated Financial Statements.*

 

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**AMERIPRISE CERTIFICATE COMPANY**

 

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)**

 

**1.  Basis of Presentation**

 

Ameriprise Certificate Company (“ACC” or the “Company”), is a wholly owned subsidiary of Ameriprise Financial, Inc. (“Ameriprise Financial”). The accompanying Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Certain reclassifications of prior period amounts have been made to conform to the current presentation. ACC uses the consolidation method of accounting for its wholly owned subsidiary, Investors Syndicate Development Corp. 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 consolidated results of operations and financial position for the interim periods have been made. Except for the adjustment described below, 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 Consolidated Financial Statements and Notes should be read in conjunction with the Consolidated Financial Statements and Notes in the Annual Report on Form 10-K of ACC for the year ended December 31, 2011, filed with the Securities and Exchange Commission (“SEC”) on February 24, 2012.

 

In the second quarter of 2011, ACC made an adjustment for additional bond discount accretion investment income related to prior periods resulting from revisions to the accounting classification of certain structured securities which resulted in a $3.0 million pretax benefit ($1.9 million after-tax). Management has determined that the effect of this adjustment is immaterial to all current and prior periods presented.

 

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**

 

*Comprehensive Income*

 

In June 2011, the Financial Accounting Standards Board (“FASB”) updated the accounting standards related to the presentation of comprehensive income. The standard requires entities to present all nonowner changes in stockholder’s equity either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The standard is effective for interim and annual periods beginning after December 15, 2011. ACC retrospectively adopted the standard in the first quarter of 2012. The adoption of the standard did not have any effect on ACC’s consolidated results of operations and financial condition.

 

*Fair Value*

 

In May 2011, the FASB updated the accounting standards related to fair value measurement and disclosure requirements. The standard requires entities, for assets and liabilities measured at fair value in the statement of financial position which are Level 3 fair value measurements, to disclose quantitative information about unobservable inputs and assumptions used in the measurements, a description of the valuation processes in place, and a qualitative discussion about the sensitivity of the measurements to changes in unobservable inputs and interrelationships between those inputs if a change in those inputs would result in a significantly different fair value measurement. In addition, the standard requires disclosure of fair value by level within the fair value hierarchy for each class of assets and liabilities not measured at fair value in the statement of financial position but for which the fair value is disclosed. The standard is effective for interim and annual periods beginning on or after December 15, 2011. ACC adopted the standard in the first quarter of 2012. The adoption of the standard did not have any effect on ACC’s consolidated results of operations and financial condition. See Note 5 for the required disclosures.

 

**Future Adoption of New Accounting Standards**

 

*Balance Sheet*

 

In December 2011, the FASB updated the accounting standards to require new disclosures about offsetting assets and liabilities. The standard requires an entity to disclose both gross and net information about instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. The standard is effective for interim and annual periods beginning on or after January 1, 2013 on a retrospective basis. ACC is currently evaluating the impact of the standard on its consolidated results of operations and financial condition.

 

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**AMERIPRISE CERTIFICATE COMPANY**

 

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)**

 

**3.  Investments**

 

Investments in unaffiliated issuers were as follows (in thousands):

 
| ** **                                                                                                                                                                                        | ** ** | **June 30, 2012** | ** ** | **December 31, 2011** | ** ** |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------------|------------|---------------------------------|------------|
| Available-for-Sale Securities:                                                                                                                                                                    |       |                        |       |                            |       |
| Fixed maturities, at fair value   (amortized cost: 2012, $2,554,178; 2011, $2,644,239)                                                                                                            |       | $                           | 2,509,417  |                            | $          | 2,568,896 |   |
| Common stocks, at fair value (cost:   2012, $1,626; 2011, $1,327)                                                                                                                                 |       | 2,848                       |       | 2,355                           |       |
| Syndicated loans and commercial mortgage   loans, at cost, net of allowance for loan losses (allowance for loan losses:   2012, $5,810; 2011, $6,739; fair value: 2012, $159,033; 2011, $174,545) |       | 153,424                     |       | 169,828                         |       |
| Certificate loans – secured by   certificate reserves, at cost, which approximates fair value                                                                                                |       | 2,260                       |       | 2,498                           |       |
| Real estate owned, at fair value less   costs to sell                                                                                                                                             |       | 1,811                       |       | 1,749                           |       |
| Total                                                                                                                                                                                             |       | $                           | 2,669,760  |                            | $          | 2,745,326 |   |

 

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

 
| ** **                               | ** ** | **June 30, 2012** | ** ** |
|------------------------------------------|------------|-----------------------------|------------|
| ** **                               | ** ** | ** **                  | ** ** | **Gross** | ** ** | **Gross** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                               | ** ** | ** **                  | ** ** | **Unrealized** | ** ** | **Unrealized** | ** ** | ** ** | ** ** | **Noncredit** | ** ** |
| **Description of Securities**  | ** ** | **Amortized Cost**     | ** ** | **Gains** | ** ** | **Losses** | ** ** | **Fair Value** | ** ** | **OTTI ****(1)** | ** ** |
| ** **                               | ** ** | **(in thousands)**     | ** ** | ** ** | ** ** |
| Residential mortgage backed securities   |       | $                           | 1,258,471  |   | $ | 17,336 |   | $ | (88,382 | ) | $ | 1,187,425 |   | $ | (49,650 | ) |
| Corporate debt securities                |       | 555,466                     |       | 10,965 |   | (1,334 | ) | 565,097 |   | 3 |   |
| Commercial mortgage backed securities    |       | 406,043                     |       | 9,574 |   | (246 | ) | 415,371 |   | — |   |
| Asset backed securities                  |       | 332,122                     |       | 9,199 |   | (1,956 | ) | 339,365 |   | (1,035 | ) |
| U.S. government and agencies obligations |       | 2,076                       |       | 83 |   | — |   | 2,159 |   | — |   |
| Common stocks                            |       | 1,626                       |       | 1,224 |   | (2 | ) | 2,848 |   | 236 |   |
| Total                                    |       | $                           | 2,555,804  |   | $ | 48,381 |   | $ | (91,920 | ) | $ | 2,512,265 |   | $ | (50,446 | ) |

 
| ** **                               | ** ** | **December 31, 2011** | ** ** |
|------------------------------------------|------------|---------------------------------|------------|
| ** **                               | ** ** | ** **                      | ** ** | **Gross** | ** ** | **Gross** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                               | ** ** | ** **                      | ** ** | **Unrealized** | ** ** | **Unrealized** | ** ** | ** ** | ** ** | **Noncredit** | ** ** |
| **Description of Securities**  | ** ** | **Amortized Cost**         | ** ** | **Gains** | ** ** | **Losses** | ** ** | **Fair Value** | ** ** | **OTTI ****(1)** | ** ** |
| ** **                               | ** ** | **(in thousands)**         | ** ** | ** ** | ** ** |
| Residential mortgage backed securities   |       | $                               | 1,371,856  |   | $ | 18,406 |   | $ | (115,128 | ) | $ | 1,275,134 |   | $ | (51,817 | ) |
| Corporate debt securities                |       | 515,491                         |       | 8,442 |   | (1,168 | ) | 522,765 |   | — |   |
| Commercial mortgage backed securities    |       | 442,905                         |       | 6,795 |   | (249 | ) | 449,451 |   | — |   |
| Asset backed securities                  |       | 311,602                         |       | 10,479 |   | (3,031 | ) | 319,050 |   | (1,249 | ) |
| U.S. government and agencies obligations |       | 2,385                           |       | 111 |   | — |   | 2,496 |   | — |   |
| Common stocks                            |       | 1,327                           |       | 1,028 |   | — |   | 2,355 |   | 94 |   |
| Total                                    |       | $                               | 2,645,566  |   | $ | 45,261 |   | $ | (119,576 | ) | $ | 2,571,251 |   | $ | (52,972 | ) |

 

----

(1)   Represents the amount of other-than-temporary impairment (“OTTI”) losses in accumulated other comprehensive loss. Amount includes unrealized gains and losses on impaired securities subsequent to the initial impairment measurement date. These amounts are included in gross unrealized gains and losses as of the end of the period.

 

9

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Table of Contents

** **

**AMERIPRISE CERTIFICATE COMPANY**

 

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)**

 

At June 30, 2012 and December 31, 2011, fixed maturity securities comprised approximately 89% and 91%, respectively, of ACC’s total investments. Rating agency designations are based on the availability of ratings from Nationally Recognized Statistical Rating Organizations (“NRSROs”), including Moody’s Investors Service (“Moody’s”), Standard & Poor’s Ratings Services (“S&P”), and Fitch Ratings Ltd. (“Fitch”). ACC uses the median of available ratings from Moody’s, S&P and Fitch, or if fewer than three ratings are available, the lower rating is used. When ratings from Moody’s, S&P and Fitch are unavailable, ACC may utilize ratings from other NRSROs or rate the securities internally. At June 30, 2012 and December 31, 2011, approximately $30.8 million and $14.8 million, respectively, of securities were internally rated by Columbia Management Investment Advisers, LLC using criteria similar to those used by NRSROs. A summary of fixed maturity securities by rating was as follows:

 
| ** **             | ** ** | **June 30, 2012**                           | ** ** | **December 31, 2011** | ** ** |
|------------------------|------------|-------------------------------------------------------|------------|---------------------------------|------------|
| ** **             | ** ** | **Amortized**                                         | ** ** | ** **                      | ** ** | **Percent of Total** | ** ** | **Amortized** | ** ** | ** ** | ** ** | **Percent of Total** | ** ** |
| **Ratings**            | ** ** | **Cost**                                              | ** ** | **Fair Value**             | ** ** | **Fair Value** | ** ** | **Cost** | ** ** | **Fair Value** | ** ** | **Fair Value** | ** ** |
| ** **             | ** ** | **(in thousands, except percentages)** | ** ** |
| AAA                    |       | $                                                     | 1,227,409  |                            | $          | 1,250,584 |   | 50 | % | $ | 1,359,063 |   | $ | 1,381,636 |   | 54 | % |
| AA                     |       | 130,374                                               |       | 131,999                         |       | 5 |   | 173,210 |   | 172,781 |   | 7 |   |
| A                      |       | 420,383                                               |       | 420,664                         |       | 17 |   | 310,711 |   | 307,875 |   | 12 |   |
| BBB                    |       | 472,000                                               |       | 477,769                         |       | 19 |   | 491,096 |   | 491,575 |   | 19 |   |
| Below investment grade |       | 304,012                                               |       | 228,401                         |       | 9 |   | 310,159 |   | 215,029 |   | 8 |   |
| Total fixed maturities |       | $                                                     | 2,554,178  |                            | $          | 2,509,417 |   | 100 | % | $ | 2,644,239 |   | $ | 2,568,896 |   | 100 | % |

 

At June 30, 2012 and December 31, 2011, approximately 32% and 33%, 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:

 
| ** **                             | ** ** | **June 30, 2012**                                              | ** ** |
|----------------------------------------|------------|--------------------------------------------------------------------------|------------|
| ** **                             | ** ** | **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)** | ** ** |
| Residential mortgage backed securities |       | 27                                                                       |       | $ | 214,630 |   | $ | (4,041 | ) | 85 |   | $ | 434,766 |   | $ | (84,341 | ) | 112 |   | $ | 649,396 |   | $ | (88,382 | ) |
| Corporate debt securities              |       | 12                                                                       |       | 65,208 |   | (1,318 | ) | 1 |   | 2,015 |   | (16 | ) | 13 |   | 67,223 |   | (1,334 | ) |
| Commercial mortgage backed securities  |       | 7                                                                        |       | 38,765 |   | (238 | ) | 1 |   | 7,262 |   | (8 | ) | 8 |   | 46,027 |   | (246 | ) |
| Asset backed securities                |       | 10                                                                       |       | 45,425 |   | (349 | ) | 12 |   | 28,209 |   | (1,607 | ) | 22 |   | 73,634 |   | (1,956 | ) |
| Common stocks                          |       | 2                                                                        |       | 108 |   | (2 | ) | — |   | — |   | — |   | 2 |   | 108 |   | (2 | ) |
| Total                                  |       | 58                                                                       |       | $ | 364,136 |   | $ | (5,948 | ) | 99 |   | $ | 472,252 |   | $ | (85,972 | ) | 157 |   | $ | 836,388 |   | $ | (91,920 | ) |

 
| ** **                             | ** ** | **December 31, 2011**                                          | ** ** |
|----------------------------------------|------------|--------------------------------------------------------------------------|------------|
| ** **                             | ** ** | **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)** | ** ** |
| Residential mortgage backed securities |       | 46                                                                       |       | $ | 481,230 |   | $ | (15,121 | ) | 73 |   | $ | 245,467 |   | $ | (100,007 | ) | 119 |   | $ | 726,697 |   | $ | (115,128 | ) |
| Corporate debt securities              |       | 17                                                                       |       | 89,457 |   | (1,010 | ) | 2 |   | 1,876 |   | (158 | ) | 19 |   | 91,333 |   | (1,168 | ) |
| Commercial mortgage backed securities  |       | 6                                                                        |       | 36,710 |   | (220 | ) | 4 |   | 16,346 |   | (29 | ) | 10 |   | 53,056 |   | (249 | ) |
| Asset backed securities                |       | 17                                                                       |       | 85,908 |   | (1,899 | ) | 10 |   | 24,865 |   | (1,132 | ) | 27 |   | 110,773 |   | (3,031 | ) |
| Total                                  |       | 86                                                                       |       | $ | 693,305 |   | $ | (18,250 | ) | 89 |   | $ | 288,554 |   | $ | (101,326 | ) | 175 |   | $ | 981,859 |   | $ | (119,576 | ) |

 

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 movement in credit spreads.

 

10

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Table of Contents

 

**AMERIPRISE CERTIFICATE COMPANY**

 

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)**

 

The following table presents a rollforward of the cumulative amounts recognized in the Consolidated 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 income:

 
| ** **                                                                                 | ** ** | **Three Months Ended June 30,** | ** ** | **Six Months Ended June 30,** | ** ** |
|--------------------------------------------------------------------------------------------|------------|-----------------------------------------------------|------------|---------------------------------------------------|------------|
| ** **                                                                                 | ** ** | **2012**                                            | ** ** | **2011**                                          | ** ** | **2012** | ** ** | **2011** | ** ** |
| ** **                                                                                 | ** ** | **(in thousands)**                             | ** ** | **(in thousands)**                           | ** ** |
| Beginning balance                                                                          |       | $                                                   | 67,148     |                                              | $          | 59,944 |   | $ | 64,545 |   | $ | 59,855 |   |
| Credit losses for which an   other-than-temporary impairment was not previously recognized |       | 541                                                 |       | 639                                               |       | 541 |   | 639 |   |
| Credit losses for which an other-than-temporary   impairment was previously recognized     |       | 2,102                                               |       | 466                                               |       | 4,705 |   | 555 |   |
| Ending balance                                                                             |       | $                                                   | 69,791     |                                              | $          | 61,049 |   | $ | 69,791 |   | $ | 61,049 |   |

 

The change in net unrealized securities gains (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 and due to the reclassification of noncredit other-than-temporary impairment losses to credit losses.

 

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

 
| ** **                                                       | ** ** | ** **              | ** ** | ** **          | ** ** | **Accumulated Other**             | ** ** |
|------------------------------------------------------------------|------------|-------------------------|------------|---------------------|------------|----------------------------------------|------------|
| ** **                                                       | ** ** | **Net**                 | ** ** | ** **          | ** ** | **Comprehensive**                      | ** ** |
| ** **                                                       | ** ** | **Unrealized**          | ** ** | ** **          | ** ** | **Loss Related to Net** | ** ** |
| ** **                                                       | ** ** | **Investment**          | ** ** | **Deferred**        | ** ** | **Unrealized Investment**         | ** ** |
| ** **                                                       | ** ** | **Gains (Losses)** | ** ** | **Income Tax** | ** ** | **Gains (Losses)**                | ** ** |
|                                                             |       | **(in thousands)** |       |
| Balance at January 1, 2011                                       |       | $                       | (33,039    | )                   | $          | 12,020                                 |       | $ | (21,019 | ) |
| Net unrealized securities losses arising   during the period (2) |       | (1,887                  | )          | 713                 |       | (1,174                                 | )          |
| Reclassification of gains included in   net income               |       | (770                    | )          | 270                 |       | (500                                   | )          |
| Balance at June 30, 2011                                         |       | $                       | (35,696    | )                   | $          | 13,003                                 |       | $ | (22,693 | )(1) |
|                                                             |       |                    |       |                |       |                                   |       |
| Balance at January 1, 2012                                       |       | $                       | (74,315    | )                   | $          | 27,222                                 |       | $ | (47,093 | ) |
| Net unrealized securities gains arising   during the period (2)  |       | 25,413                  |       | (9,542              | )          | 15,871                                 |       |
| Reclassification of losses included in   net income              |       | 5,363                   |       | (1,877              | )          | 3,486                                  |       |
| Balance at June 30, 2012                                         |       | $                       | (43,539    | )                   | $          | 15,803                                 |       | $ | (27,736 | )(1) |

 

----

(1)   Includes $32.8 million and $23.3 million of noncredit related impairments on securities and net unrealized securities losses on previously impaired securities at June 30, 2012 and 2011, respectively.

(2)   Net unrealized securities gains (losses) arising during the period 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.

 

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

 
| ** **                       | ** ** | **Three Months Ended June 30,** | ** ** | **Six Months Ended June 30,** | ** ** |
|----------------------------------|------------|-----------------------------------------------------|------------|---------------------------------------------------|------------|
| ** **                       | ** ** | **2012**                                            | ** ** | **2011**                                          | ** ** | **2012** | ** ** | **2011** | ** ** |
| ** **                       | ** ** | **(in thousands)**                             | ** ** | **(in thousands)**                           | ** ** |
| Gross realized gains             |       | $                                                   | 29         |                                              | $          | 1,427 |   | $ | 59 |   | $ | 1,976 |   |
| Gross realized losses            |       | (107                                                | )          | —                                            |       | (176 | ) | (12 | ) |
| Other-than-temporary impairments |       | (2,643                                              | )          | (1,105                                            | )          | (5,246 | ) | (1,194 | ) |
| Total                            |       | $                                                   | (2,721     | )                                                 | $          | 322 |   | $ | (5,363 | ) | $ | 770 |   |

 

Other-than-temporary impairments for the three months and six months ended June 30, 2012 and 2011 primarily related to credit losses on non-agency residential mortgage backed securities.

 

11

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Table of Contents

 

**AMERIPRISE CERTIFICATE COMPANY**

 

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)**

 

Available-for-Sale securities by contractual maturity at June 30, 2012 were as follows:

 
| ** **                             | ** ** | **Amortized**           | ** ** | ** **          | ** ** |
|----------------------------------------|------------|-------------------------|------------|---------------------|------------|
| ** **                             | ** ** | **Cost**                | ** ** | **Fair Value** | ** ** |
| ** **                             | ** ** | **(in thousands)** | ** ** |
| Due within one year                    |       | $                       | 17,597     |                | $          | 17,756 |   |
| Due after one year through five years  |       | 539,518                 |       | 549,006             |       |
| Due after five years through 10 years  |       | 213                     |       | 213                 |       |
| Due after 10 years                     |       | 214                     |       | 281                 |       |
|                                   |       | 557,542                 |       | 567,256             |       |
| Residential mortgage backed securities |       | 1,258,471               |       | 1,187,425           |       |
| Commercial mortgage backed securities  |       | 406,043                 |       | 415,371             |       |
| Asset backed securities                |       | 332,122                 |       | 339,365             |       |
| Common stocks                          |       | 1,626                   |       | 2,848               |       |
| Total                                  |       | $                       | 2,555,804  |                | $          | 2,512,265 |   |

 

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 stocks, were not included in the maturities distribution.

 

**4.  Commercial Mortgage, Syndicated and Certificate Loans**

 

ACC’s financing receivables include commercial mortgage loans, syndicated loans and certificate loans. Certificate loans do not exceed the cash surrender value of the certificate at origination. As there is minimal risk of loss related to certificate loans, ACC does not record an allowance for loan losses for certificate loans.

 

The following tables present a rollforward of the allowance for loan losses for the six months ended and the ending balance of the allowance for loan losses by impairment method and type of loan:

 
| ** **                            | ** ** | **June 30, 2012** | ** ** |
|---------------------------------------|------------|-----------------------------|------------|
| ** **                            | ** ** | **Commercial**              | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                            | ** ** | **Mortgage Loans**     | ** ** | **Syndicated Loans** | ** ** | **Total** | ** ** |
| ** **                            | ** ** | **(in thousands)**     | ** ** |
| Beginning balance                     |       | $                           | 2,576      |   | $ | 4,163 |   | $ | 6,739 |   |
| Charge-offs                           |       | —                      |       | (929 | ) | (929 | ) |
| Ending balance                        |       | $                           | 2,576      |   | $ | 3,234 |   | $ | 5,810 |   |
|                                  |       |                        |       |   |   |   |   |
| Individually evaluated for impairment |       | $                           | 1,000      |   | $ | 669 |   | $ | 1,669 |   |
| Collectively evaluated for impairment |       | 1,576                       |       | 2,565 |   | 4,141 |   |

 
| ** **                            | ** ** | **June 30, 2011** | ** ** |
|---------------------------------------|------------|-----------------------------|------------|
| ** **                            | ** ** | **Commercial**              | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                            | ** ** | **Mortgage Loans**     | ** ** | **Syndicated Loans** | ** ** | **Total** | ** ** |
| ** **                            | ** ** | **(in thousands)**     | ** ** |
| Beginning balance                     |       | $                           | 2,576      |   | $ | 5,281 |   | $ | 7,857 |   |
| Charge-offs                           |       | —                      |       | (177 | ) | (177 | ) |
| Provisions                            |       | —                      |       | (941 | ) | (941 | ) |
| Ending balance                        |       | $                           | 2,576      |   | $ | 4,163 |   | $ | 6,739 |   |
|                                  |       |                        |       |   |   |   |   |
| Individually evaluated for impairment |       | $                           | 1,000      |   | $ | 669 |   | $ | 1,669 |   |
| Collectively evaluated for impairment |       | 1,576                       |       | 3,494 |   | 5,070 |   |

 

12

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Table of Contents

 

**AMERIPRISE CERTIFICATE COMPANY**

 

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)**

 

The recorded investment in financing receivables by impairment method and type of loan was as follows:

 
| ** **                            | ** ** | **June 30, 2012** | ** ** |
|---------------------------------------|------------|-----------------------------|------------|
| ** **                            | ** ** | **Commercial**              | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                            | ** ** | **Mortgage Loans**     | ** ** | **Syndicated Loans** | ** ** | **Total** | ** ** |
| ** **                            | ** ** | **(in thousands)**     | ** ** |
| Individually evaluated for impairment |       | $                           | 3,987      |   | $ | 2,584 |   | $ | 6,571 |   |
| Collectively evaluated for impairment |       | 110,255                     |       | 42,408 |   | 152,663 |   |
| Total                                 |       | $                           | 114,242    |   | $ | 44,992 |   | $ | 159,234 |   |

 
| ** **                            | ** ** | **December 31, 2011** | ** ** |
|---------------------------------------|------------|---------------------------------|------------|
| ** **                            | ** ** | **Commercial**                  | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                            | ** ** | **Mortgage Loans**         | ** ** | **Syndicated Loans** | ** ** | **Total** | ** ** |
| ** **                            | ** ** | **(in thousands)**         | ** ** |
| Individually evaluated for impairment |       | $                               | 4,125      |   | $ | 3,308 |   | $ | 7,433 |   |
| Collectively evaluated for impairment |       | 114,532                         |       | 54,602 |   | 169,134 |   |
| Total                                 |       | $                               | 118,657    |   | $ | 57,910 |   | $ | 176,567 |   |

 

As of June 30, 2012 and December 31, 2011, ACC’s recorded investment in financing receivables individually evaluated for impairment for which there was no related allowance for loan losses was $1.5 million and $2.2 million, respectively. Unearned income, unamortized premiums and discounts, and net unamortized deferred fees and costs are not material to ACC’s total loan balance. During the three months and six months ended June 30, 2011, ACC sold nil and $133 thousand, respectively, of syndicated loans. There were no significant sales of syndicated loans during the three months and six months ended June 30, 2012. There were no significant purchases of financing receivables during the three months and six months ended June 30, 2012 and 2011.

 

ACC has not acquired any loans with deteriorated credit quality as of the acquisition date.

 

**Credit Quality Information**

 

Nonperforming loans, which are generally loans 90 days or more past due, were $2.8 million and $3.6 million as of June 30, 2012 and December 31, 2011, respectively. All other loans were considered to be performing.

 

*Commercial Mortgage Loans*

 

ACC reviews the credit worthiness of the borrower and the performance of the underlying properties in order to determine the risk of loss on commercial mortgage loans. Based on this review the commercial mortgage loans are assigned an internal risk rating, which management updates as necessary. Commercial mortgage loans which management has assigned its highest risk rating were 3.5% of total commercial mortgage loans as of both June 30, 2012 and December 31, 2011, respectively. Loans with the highest risk rating represent distressed loans which ACC has identified as impaired or expects to become delinquent or enter into foreclosure within the next six months. In addition, ACC reviews the concentrations of credit risk by region and property type.

 

Concentrations of credit risk of commercial mortgage loans by U.S. region were as follows:

 
| ** **                      | ** ** | **Loans**               | ** ** | **Percentage**        | ** ** |
|---------------------------------|------------|-------------------------|------------|-----------------------|------------|
| ** **                      | ** ** | **June 30,**       | ** ** | **December 31,** | ** ** | **June 30,** | ** ** | **December 31,** | ** ** |
| ** **                      | ** ** | **2012**                | ** ** | **2011**              | ** ** | **2012** | ** ** | **2011** | ** ** |
| ** **                      | ** ** | **(in thousands)** | ** ** | ** **            | ** ** | ** ** | ** ** |
| East North Central              |       | $                       | 5,130      |                  | $          | 5,171 |   | 4 | % | 4 | % |
| Middle Atlantic                 |       | 5,706                   |       | 5,816                 |       | 5 |   | 5 |   |
| Mountain                        |       | 8,863                   |       | 9,095                 |       | 8 |   | 8 |   |
| New England                     |       | 10,919                  |       | 11,060                |       | 10 |   | 9 |   |
| Pacific                         |       | 28,367                  |       | 28,171                |       | 25 |   | 24 |   |
| South Atlantic                  |       | 33,254                  |       | 29,773                |       | 29 |   | 25 |   |
| West North Central              |       | 14,117                  |       | 19,632                |       | 12 |   | 17 |   |
| West South Central              |       | 7,886                   |       | 9,939                 |       | 7 |   | 8 |   |
|                            |       | 114,242                 |       | 118,657               |       | 100 | % | 100 | % |
| Less: allowance for loan losses |       | 2,576                   |       | 2,576                 |       |   |   |   |   |
| Total                           |       | $                       | 111,666    |                  | $          | 116,081 |   |   |   |   |   |

 

13

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Table of Contents

 

**AMERIPRISE CERTIFICATE COMPANY**

 

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)**

 

Concentrations of credit risk of commercial mortgage loans by property type were as follows:

 
| ** **                      | ** ** | **Loans**               | ** ** | **Percentage**        | ** ** |
|---------------------------------|------------|-------------------------|------------|-----------------------|------------|
| ** **                      | ** ** | **June 30,**       | ** ** | **December 31,** | ** ** | **June 30,** | ** ** | **December 31,** | ** ** |
| ** **                      | ** ** | **2012**                | ** ** | **2011**              | ** ** | **2012** | ** ** | **2011** | ** ** |
| ** **                      | ** ** | **(in thousands)** | ** ** | ** **            | ** ** | ** ** | ** ** |
| Apartments                      |       | $                       | 32,222     |                  | $          | 33,781 |   | 29 | % | 28 | % |
| Industrial                      |       | 24,104                  |       | 24,449                |       | 21 |   | 21 |   |
| Office                          |       | 15,064                  |       | 17,039                |       | 13 |   | 14 |   |
| Retail                          |       | 26,316                  |       | 20,402                |       | 23 |   | 17 |   |
| Other                           |       | 16,536                  |       | 22,986                |       | 14 |   | 20 |   |
|                            |       | 114,242                 |       | 118,657               |       | 100 | % | 100 | % |
| Less: allowance for loan losses |       | 2,576                   |       | 2,576                 |       |   |   |   |   |
| Total                           |       | $                       | 111,666    |                  | $          | 116,081 |   |   |   |   |   |

 

*Syndicated Loans*

 

ACC’s syndicated loan portfolio is diversified across industries and issuers. The primary credit indicator for syndicated loans is whether the loans are performing in accordance with the contractual terms of the syndication. Total nonperforming syndicated loans at June 30, 2012 and December 31, 2011 were $1.1 million and $1.8 million, respectively, which represent 2% and 3% of total syndicated loans at June 30, 2012 and December 31, 2011, respectively.

 

**Troubled Debt Restructurings**

 

The following table presents the number of loans restructured by ACC during the period and the recorded investment in restructured loans at the end of the period:

 
| ** **       | ** ** | **Three Months Ended June 30,**                 | ** ** | **Six Months Ended June 30,** | ** ** |
|------------------|------------|---------------------------------------------------------------------|------------|---------------------------------------------------|------------|
| ** **       | ** ** | **2012**                                                            | ** ** | **2011**                                          | ** ** | **2012** | ** ** | **2011** | ** ** |
| ** **       | ** ** | **Number**                                                          | ** ** | **Recorded**                                      | ** ** | **Number** | ** ** | **Recorded** | ** ** | **Number** | ** ** | **Recorded** | ** ** | **Number** | ** ** | **Recorded** | ** ** |
| ** **       | ** ** | **of Loans**                                                   | ** ** | **Investment**                                    | ** ** | **of Loans** | ** ** | **Investment** | ** ** | **of Loans** | ** ** | **Investment** | ** ** | **of Loans** | ** ** | **Investment** | ** ** |
| ** **       | ** ** | **(in thousands, except number of loans)** | ** ** |
| Syndicated loans |       | —                                                              |       | $                                                 | —     |   | — |   | $ | — |   | 1 |   | $ | 475 |   | 2 |   | $ | 239 |   |
|                  |            |                                                                     |            |                                                   |            |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

The troubled debt restructurings did not have a material impact to ACC’s allowance for loan losses or income recognized for the three months and six months ended June 30, 2012 and 2011. There are no material commitments to lend additional funds to borrowers whose loans have been restructured.

 

**5.  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.

 

14

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Table of Contents

 

**AMERIPRISE CERTIFICATE COMPANY**

 

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)**

 

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

 
| ** **                               | ** ** | **June 30, 2012** | ** ** |
|------------------------------------------|------------|-----------------------------|------------|
| ** **                               | ** ** | **Level 1**            | ** ** | **Level 2** | ** ** | **Level 3** | ** ** | **Total** | ** ** |
| ** **                               | ** ** | **(in thousands)**     | ** ** |
| Assets                                   |       |                        |       |   |   |   |   |   |   |
| Cash equivalents                         |       | $                           | —     |   | $ | 142,087 |   | $ | — |   | $ | 142,087 |   |
| Available-for-Sale securities:           |       |                        |       |   |   |   |   |   |   |
| Residential mortgage backed securities   |       | —                      |       | 1,085,439 |   | 101,986 |   | 1,187,425 |   |
| Corporate debt securities                |       | —                      |       | 535,861 |   | 29,236 |   | 565,097 |   |
| Commercial mortgage backed securities    |       | —                      |       | 389,468 |   | 25,903 |   | 415,371 |   |
| Asset backed securities                  |       | —                      |       | 309,656 |   | 29,709 |   | 339,365 |   |
| U.S. government and agencies obligations |       | 460                         |       | 1,699 |   | — |   | 2,159 |   |
| Common stocks                            |       | 788                         |       | 1,772 |   | 288 |   | 2,848 |   |
| Total Available-for-Sale securities      |       | 1,248                       |       | 2,323,895 |   | 187,122 |   | 2,512,265 |   |
| Equity derivatives, purchased            |       | —                      |       | 54,016 |   | — |   | 54,016 |   |
| Total assets at fair value               |       | $                           | 1,248      |   | $ | 2,519,998 |   | $ | 187,122 |   | $ | 2,708,368 |   |
|                                     |       |                        |       |   |   |   |   |   |   |
| Liabilities                              |       |                        |       |   |   |   |   |   |   |
| Certificate reserves                     |       | $                           | —     |   | $ | 8,282 |   | $ | — |   | $ | 8,282 |   |
| Equity derivatives, written              |       | —                      |       | 45,940 |   | — |   | 45,940 |   |
| Total liabilities at fair value          |       | $                           | —     |   | $ | 54,222 |   | $ | — |   | $ | 54,222 |   |

 
| ** **                               | ** ** | **December 31, 2011** | ** ** |
|------------------------------------------|------------|---------------------------------|------------|
| ** **                               | ** ** | **Level 1**                | ** ** | **Level 2** | ** ** | **Level 3** | ** ** | **Total** | ** ** |
| ** **                               | ** ** | **(in thousands)**         | ** ** |
| Assets                                   |       |                            |       |   |   |   |   |   |   |
| Cash equivalents                         |       | $                               | —     |   | $ | 74,498 |   | $ | — |   | $ | 74,498 |   |
| Available-for-Sale securities:           |       |                            |       |   |   |   |   |   |   |
| Residential mortgage backed securities   |       | —                          |       | 1,200,672 |   | 74,462 |   | 1,275,134 |   |
| Corporate debt securities                |       | —                          |       | 509,781 |   | 12,984 |   | 522,765 |   |
| Commercial mortgage backed securities    |       | —                          |       | 449,451 |   | — |   | 449,451 |   |
| Asset backed securities                  |       | —                          |       | 285,120 |   | 33,930 |   | 319,050 |   |
| U.S. government and agencies obligations |       | 458                             |       | 2,038 |   | — |   | 2,496 |   |
| Common stocks                            |       | 653                             |       | 1,362 |   | 340 |   | 2,355 |   |
| Total Available-for-Sale securities      |       | 1,111                           |       | 2,448,424 |   | 121,716 |   | 2,571,251 |   |
| Equity derivatives, purchased            |       | —                          |       | 34,389 |   | 4 |   | 34,393 |   |
| Total assets at fair value               |       | $                               | 1,111      |   | $ | 2,557,311 |   | $ | 121,720 |   | $ | 2,680,142 |   |
|                                     |       |                            |       |   |   |   |   |   |   |
| Liabilities                              |       |                            |       |   |   |   |   |   |   |
| Certificate reserves                     |       | $                               | —     |   | $ | 5,551 |   | $ | — |   | $ | 5,551 |   |
| Equity derivatives, written              |       | —                          |       | 28,979 |   | — |   | 28,979 |   |
| Total liabilities at fair value          |       | $                               | —     |   | $ | 34,530 |   | $ | — |   | $ | 34,530 |   |

 

15

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Table of Contents

 

**AMERIPRISE CERTIFICATE COMPANY**

 

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)**

 

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

 
| ** **                                                                                                   | ** ** | **Available-for-Sale Securities** | ** ** | ** **     | ** ** | ** **     | ** ** |
|--------------------------------------------------------------------------------------------------------------|------------|----------------------------------------|------------|----------------|------------|----------------|------------|
| ** **                                                                                                   | ** ** | **Residential**                        | ** ** | ** **     | ** ** | **Commercial** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                                                                                                   | ** ** | **Mortgage**                           | ** ** | **Corporate**  | ** ** | **Mortgage**   | ** ** | **Asset** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                                                                                                   | ** ** | **Backed**                             | ** ** | **Debt**       | ** ** | **Backed**     | ** ** | **Backed** | ** ** | **Common** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                                                                                                   | ** ** | **Securities**                         | ** ** | **Securities** | ** ** | **Securities** | ** ** | **Securities** | ** ** | **Stocks** | ** ** | **Derivatives** | ** ** | **Total** | ** ** |
| ** **                                                                                                   | ** ** | **(in thousands)**                | ** ** |
|                                                                                                         |       |                                   |       |           |       |           |       |   |   |   |   |   |   |   |   |
| Balance, April 1, 2012                                                                                       |       | $                                      | 72,737     |           | $          | 29,109         |       | $ | 25,941 |   | $ | 31,619 |   | $ | 645 |   | $ | — |   | $ | 160,051 |   |
| Total gains (losses) included in:                                                                            |       |                                   |       |           |       |           |       |   |   |   |   |   |   |   |   |
| Net income                                                                                                   |       | (2,652                                 | )(1)       | (15            | )(2)       | (7             | )(2)       | 67 | (2) | — |   | — |   | (2,607 | ) |
| Other comprehensive income                                                                                   |       | 5,125                                  |       | 139            |       | (31            | )          | 303 |   | (22 | ) | — |   | 5,514 |   |
| Purchases                                                                                                    |       | 21,992                                 |       | —         |       | —         |       | — |   | — |   | — |   | 21,992 |   |
| Settlements                                                                                                  |       | (6,121                                 | )          | —         |       | —         |       | (2,280 | ) | — |   | — |   | (8,401 | ) |
| Transfers into Level 3                                                                                       |       | 10,905                                 |       | 3              |       | —         |       | — |   | — |   | — |   | 10,908 |   |
| Transfers out of Level 3                                                                                     |       | —                                 |       | —         |       | —         |       | — |   | (335 | ) | — |   | (335 | ) |
| Balance, June 30, 2012                                                                                       |       | $                                      | 101,986    |           | $          | 29,236         |       | $ | 25,903 |   | $ | 29,709 |   | $ | 288 |   | $ | — |   | $ | 187,122 |   |
|                                                                                                         |       |                                   |       |           |       |           |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Change in unrealized gains (losses)   included in net income related to Level 3 assets held at June 30, 2012 |       | $                                      | (2,652     | )(1)           | $          | (15            | )(2)       | $ | (7 | )(2) | $ | 67 | (2) | $ | — |   | $ | — |   | $ | (2,607 | ) |

 

----

(1)   Represents a $(2,643) loss included in net realized gain (loss) on investments and a $(9) loss included in investment income in the ConsolidatedStatements of Operations.

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

 
| ** **                                                                                                   | ** ** | **Available-for-Sale Securities** | ** ** | ** **     | ** ** | ** **     | ** ** |
|--------------------------------------------------------------------------------------------------------------|------------|----------------------------------------|------------|----------------|------------|----------------|------------|
| ** **                                                                                                   | ** ** | **Residential**                        | ** ** | ** **     | ** ** | **Commercial** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                                                                                                   | ** ** | **Mortgage**                           | ** ** | **Corporate**  | ** ** | **Mortgage**   | ** ** | **Asset** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                                                                                                   | ** ** | **Backed**                             | ** ** | **Debt**       | ** ** | **Backed**     | ** ** | **Backed** | ** ** | **Common** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                                                                                                   | ** ** | **Securities**                         | ** ** | **Securities** | ** ** | **Securities** | ** ** | **Securities** | ** ** | **Stocks** | ** ** | **Derivatives** | ** ** | **Total** | ** ** |
| ** **                                                                                                   | ** ** | **(in thousands)**                | ** ** |
| Balance, April 1, 2011                                                                                       |       | $                                      | 895,803    |           | $          | 3,871          |       | $ | 12,500 |   | $ | 108,091 |   | $ | 367 |   | $ | 6 |   | $ | 1,020,638 |   |
| Total gains (losses) included in:                                                                            |       |                                   |       |           |       |           |       |   |   |   |   |   |   |   |   |
| Net income                                                                                                   |       | 787                                    | (1)        | —         |       | (1             | )(2)       | 1,916 | (2) | — |   | (2 | )(2) | 2,700 |   |
| Other comprehensive income                                                                                   |       | (9,227                                 | )          | (19            | )          | 212            |       | (2,113 | ) | 12 |   | — |   | (11,135 | ) |
| Purchases                                                                                                    |       | 217,060                                |       | —         |       | 11,012         |       | — |   | — |   | — |   | 228,072 |   |
| Settlements                                                                                                  |       | (78,384                                | )          | (336           | )          | —         |       | (8,913 | ) | — |   | — |   | (87,633 | ) |
| Transfers into Level 3                                                                                       |       | —                                 |       | —         |       | —         |       | — |   | 4 |   | — |   | 4 |   |
| Transfers out of Level 3                                                                                     |       | (19,628                                | )          | —         |       | (23,723        | )          | — |   | (85 | ) | — |   | (43,436 | ) |
| Balance, June 30, 2011                                                                                       |       | $                                      | 1,006,411  |           | $          | 3,516          |       | $ | — |   | $ | 98,981 |   | $ | 298 |   | $ | 4 |   | $ | 1,109,210 |   |
|                                                                                                         |       |                                   |       |           |       |           |       |   |   |   |   |   |   |   |   |
| Change in unrealized gains (losses)   included in net income related to Level 3 assets held at June 30, 2011 |       | $                                      | 760        | (3)            | $          | —         |       | $ | — |   | $ | 1,916 | (2) | $ | — |   | $ | (2 | )(2) | $ | 2,674 |   |

 

----

(1)   Represents a $(1,105) loss included in net realized gain (loss) on investments and a $1,892 gain included in investment income in the ConsolidatedStatements of Operations.

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

(3)   Represents a $(1,105) loss included in net realized gain (loss) on investments and a $1,865 gain included in investment income in the ConsolidatedStatements of Operations.

 

16

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Table of Contents

 

**AMERIPRISE CERTIFICATE COMPANY**

 

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)**

 
| ** **                                                                                                   | ** ** | **Available-for-Sale Securities** | ** ** | ** **     | ** ** | ** **     | ** ** |
|--------------------------------------------------------------------------------------------------------------|------------|----------------------------------------|------------|----------------|------------|----------------|------------|
| ** **                                                                                                   | ** ** | **Residential**                        | ** ** | ** **     | ** ** | **Commercial** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                                                                                                   | ** ** | **Mortgage**                           | ** ** | **Corporate**  | ** ** | **Mortgage**   | ** ** | **Asset** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                                                                                                   | ** ** | **Backed**                             | ** ** | **Debt**       | ** ** | **Backed**     | ** ** | **Backed** | ** ** | **Common** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                                                                                                   | ** ** | **Securities**                         | ** ** | **Securities** | ** ** | **Securities** | ** ** | **Securities** | ** ** | **Stocks** | ** ** | **Derivatives** | ** ** | **Total** | ** ** |
| ** **                                                                                                   | ** ** | **(in thousands)**                | ** ** |
|                                                                                                         |       |                                   |       |           |       |           |       |   |   |   |   |   |   |   |   |
| Balance, January 1, 2012                                                                                     |       | $                                      | 74,462     |           | $          | 12,984         |       | $ | — |   | $ | 33,930 |   | $ | 340 |   | $ | 4 |   | $ | 121,720 |   |
| Total gains (losses) included in:                                                                            |       |                                   |       |           |       |           |       |   |   |   |   |   |   |   |   |
| Net income                                                                                                   |       | (5,254                                 | )(1)       | (24            | )(2)       | (9             | )(2)       | 142 | (2) | — |   | — |   | (5,145 | ) |
| Other comprehensive income                                                                                   |       | 9,949                                  |       | 164            |       | 326            |       | 556 |   | (13 | ) | — |   | 10,982 |   |
| Purchases                                                                                                    |       | 21,992                                 |       | 17,730         |       | 2,037          |       | — |   | 296 |   | — |   | 42,055 |   |
| Sales                                                                                                        |       | —                                 |       | —         |       | —         |       | — |   | — |   | (4 | ) | (4 | ) |
| Settlements                                                                                                  |       | (10,068                                | )          | (1,621         | )          | —         |       | (4,919 | ) | — |   | — |   | (16,608 | ) |
| Transfers into Level 3                                                                                       |       | 10,905                                 |       | 3              |       | 23,549         |       | — |   | — |   | — |   | 34,457 |   |
| Transfers out of Level 3                                                                                     |       | —                                 |       | —         |       | —         |       | — |   | (335 | ) | — |   | (335 | ) |
| Balance, June 30, 2012                                                                                       |       | $                                      | 101,986    |           | $          | 29,236         |       | $ | 25,903 |   | $ | 29,709 |   | $ | 288 |   | $ | — |   | $ | 187,122 |   |
|                                                                                                         |       |                                   |       |           |       |           |       |   |   |   |   |   |   |   |   |
| Change in unrealized gains (losses)   included in net income related to Level 3 assets held at June 30, 2012 |       | $                                      | (5,254     | )(1)           | $          | (24            | )(2)       | $ | (9 | )(2) | $ | 142 | (2) | $ | — |   | $ | — |   | $ | (5,145 | ) |

 

----

(1)   Represents a $(5,246) loss included in net realized gain (loss) on investments and a $(8) loss included in investment income in the ConsolidatedStatements of Operations.

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

 
| ** **                                                                                                   | ** ** | **Available-for-Sale Securities** | ** ** | ** **     | ** ** | ** **     | ** ** |
|--------------------------------------------------------------------------------------------------------------|------------|----------------------------------------|------------|----------------|------------|----------------|------------|
| ** **                                                                                                   | ** ** | **Residential**                        | ** ** | ** **     | ** ** | **Commercial** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                                                                                                   | ** ** | **Mortgage**                           | ** ** | **Corporate**  | ** ** | **Mortgage**   | ** ** | **Asset** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                                                                                                   | ** ** | **Backed**                             | ** ** | **Debt**       | ** ** | **Backed**     | ** ** | **Backed** | ** ** | **Common** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                                                                                                   | ** ** | **Securities**                         | ** ** | **Securities** | ** ** | **Securities** | ** ** | **Securities** | ** ** | **Stocks** | ** ** | **Derivatives** | ** ** | **Total** | ** ** |
| ** **                                                                                                   | ** ** | **(in thousands)**                | ** ** |
| Balance, January 1, 2011                                                                                     |       | $                                      | 902,859    |           | $          | 7,536          |       | $ | 10,189 |   | $ | 101,672 |   | $ | 344 |   | $ | 6 |   | $ | 1,022,606 |   |
| Total gains (losses) included in:                                                                            |       |                                   |       |           |       |           |       |   |   |   |   |   |   |   |   |
| Net income                                                                                                   |       | 1,049                                  | (1)        | —         |       | (1             | )(2)       | 2,822 | (2) | — |   | (2 | )(2) | 3,868 |   |
| Other comprehensive income                                                                                   |       | (1,006                                 | )          | (86            | )          | 204            |       | (1,882 | ) | 35 |   | — |   | (2,735 | ) |
| Purchases                                                                                                    |       | 286,764                                |       | —         |       | 23,520         |       | 14,999 |   | — |   | — |   | 325,283 |   |
| Settlements                                                                                                  |       | (163,627                               | )          | (3,934         | )          | —         |       | (18,630 | ) | — |   | — |   | (186,191 | ) |
| Transfers into Level 3                                                                                       |       | —                                 |       | —         |       | —         |       | — |   | 4 |   | — |   | 4 |   |
| Transfers out of Level 3                                                                                     |       | (19,628                                | )          | —         |       | (33,912        | )          | — |   | (85 | ) | — |   | (53,625 | ) |
| Balance, June 30, 2011                                                                                       |       | $                                      | 1,006,411  |           | $          | 3,516          |       | $ | — |   | $ | 98,981 |   | $ | 298 |   | $ | 4 |   | $ | 1,109,210 |   |
|                                                                                                         |       |                                   |       |           |       |           |       |   |   |   |   |   |   |   |   |
| Change in unrealized gains (losses)   included in net income related to Level 3 assets held at June 30, 2011 |       | $                                      | 1,003      | (3)            | $          | —         |       | $ | — |   | $ | 2,822 | (2) | $ | — |   | $ | (2 | )(2) | $ | 3,823 |   |

 

----

(1)   Represents a $(1,194) loss included in net realized gain (loss) on investments and a $2,243 gain included in investment income in the ConsolidatedStatements of Operations.

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

(3)   Represents a $(1,194) loss included in net realized gain (loss) on investments and a $2,197 gain included in investment income in the ConsolidatedStatements of Operations.

 

17

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Table of Contents

 

**AMERIPRISE CERTIFICATE COMPANY**

 

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)**

 

Securities transferred from Level 3 to Level 2 represent securities with fair values that are now obtained from a third party pricing service with observable inputs. Securities transferred from Level 2 to Level 3 represent securities with fair values that are now based on a single non-binding broker quote. ACC recognizes transfers between levels of the fair value hierarchy as of the beginning of the quarter in which each transfer occurred. For assets and liabilities held at the end of the reporting period that are measured at fair value on a recurring basis, there were no transfers between Level 1 and Level 2.

 

The following table provides a summary of the significant unobservable inputs used in the fair value measurements developed by ACC or reasonably available to ACC of Level 3 assets and liabilities at June 30, 2012:

 
| ** **                                       | ** ** | **Fair Value**     | ** **   | **Valuation Technique** | ** **             | **Unobservable Input**     | ** **                        | **Range (Weighted Average)** |
|--------------------------------------------------|------------|-------------------------|--------------|------------------------------|------------------------|---------------------------------|-----------------------------------|----------------------------------------|
| ** **                                       | ** ** | **(in thousands)** | ** **   | ** **                   | ** **             | ** **                      | ** **                        | ** **                             |
| Corporate debt   securities (private placements) |       | $                       |  29,229 |                         | Discounted cash   flow |                            | Yield/spread to   U.S. Treasuries |                                   | 1.0% - 1.8% (1.6%) |
|                                             |       |                    |         |                         |                   |                            |                              |
|                                             |       |                    |         |                         |                   |                            |                              |                                   |
| Residential   mortgage backed securities         |       | $                       |  80,814 |                         | Discounted cash flow   |                            | Constant prepayment rate          |                                   | 0.5% - 10.5% (2.7%) |
|                                             |       |                    |         |                         | Annual default rate    |                            | 1.2% - 18.0% (10.8%)              |
|                                             |       |                    |         |                         |                   | Loss severity                   |                              | 34.0% - 75.0% (57.0%)                  |
|                                             |       |                    |         |                         |                   | Yield/Spread to U.S. Treasuries |                              | 6.3% - 16.7% (8.5%)                    |
|                                             |       |                    |         |                         |                   |                            |                              |                                   |
| Asset backed   securities                        |       | $                       |  5,227  |                         | Discounted cash flow   |                            | Constant prepayment rate          |                                   | 4.0% - 7.7% (4.2%) |
|                                             |       |                    |         |                         |                   | Annual default rate             |                              | 5.0% - 5.6% (5.0%)                     |
|                                             |       |                    |         |                         |                   | Loss severity                   |                              | 73.0% - 100.0% (74.0%)                 |
|                                             |       |                    |         |                         |                   | Yield/Spread to U.S. Treasuries |                              | 12.5% - 12.9% (12.9%)                  |

 

Level 3 measurements not included in the table above are obtained from non-binding broker quotes where unobservable inputs are not reasonably available to ACC.

 

**Sensitivity of Fair Value Measurements to Changes in Unobservable Inputs**

 

Except for prepayment inputs, significant increases (decreases) in the unobservable inputs used in the fair value measurement of Level 3 corporate debt, residential mortgage backed and asset backed securities in isolation could result in a significantly lower (higher) fair value measurement. Significant increases (decreases) in the constant prepayment rate in isolation could result in a significantly higher (lower) fair value measurement. Generally a change in the assumption used for the annual default rate is accompanied by a directionally similar change in the assumptions used for loss severity and yield/spread to U.S. Treasuries and a directionally opposite change in the assumption used for prepayment rates.

 

**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.

 

*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 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.

 

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**AMERIPRISE CERTIFICATE COMPANY**

 

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)**

 

*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 third party pricing services, non-binding broker quotes, or other model-based valuation techniques. Level 1 securities primarily include U.S. Treasuries and common stocks. Level 2 securities primarily include residential mortgage backed securities, commercial mortgage backed securities, asset backed securities, municipal and corporate bonds, U.S. agency securities and common stock. The fair value of these Level 2 securities is based on a market approach with prices obtained from third party pricing services. Observable inputs used to value these securities can include, but are not limited to, reported trades, benchmark yields, issuer spreads and non-binding broker quotes. Level 3 securities primarily include certain non-agency residential mortgage backed securities, asset backed securities, commercial mortgage backed securities, corporate bonds and common stocks. The fair value of corporate bonds, commercial mortgage backed securities and certain asset backed securities classified as Level 3 is typically based on a single non-binding broker quote. The underlying inputs used for some of the non-binding broker quotes are not readily available to ACC. The fair value of certain asset backed securities and non-agency residential mortgage backed securities classified as Level 3 is obtained from third party pricing services who use significant unobservable inputs to estimate the fair value.

 

In consideration of the above, management is responsible for the fair values recorded on the financial statements. Prices received from third party pricing services are subjected to exception reporting that identifies investments with significant daily price movements as well as no movements. ACC reviews the exception reporting and resolves the exceptions through reaffirmation of the price or recording an appropriate fair value estimate. ACC also performs subsequent transaction testing. ACC performs annual due diligence of third party pricing services. ACC’s due diligence procedures include assessing the vendor’s valuation qualifications, control environment, analysis of asset-class specific valuation methodologies, and understanding of sources of market observable assumptions and unobservable assumptions, if any, employed in the valuation methodology. ACC also considers the results of its exception reporting controls and any resulting price challenges that arise.

 

*Derivatives (Equity Derivatives, Purchased and Written)*

 

The fair value 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. The counterparties’ nonperformance risk associated with uncollateralized derivative assets was immaterial at June 30, 2012 and December 31, 2011. See Note 6 for further information on the credit risk of derivative instruments and related collateral.

 

*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.

 

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.

 
| ** **                | ** ** | **June 30, 2012** | ** **      | **December 31, 2011** | ** ** |
|---------------------------|------------|-----------------------------|-----------------|---------------------------------|------------|
| ** **                | ** ** | ** **                  | ** **      | **Fair Value**             | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                | ** ** | **Carrying Value**     | ** **      | **Level 1**                | ** ** | **Level 2** | ** ** | **Level 3** | ** ** | **Total** | ** ** | **Carrying Value** | ** ** | **Fair Value** | ** ** |
| ** **                | ** ** | **(in thousands)**     | ** **      |
|                      |       |                        |            |                            |       |   |   |   |   |   |   |   |   |   |   |
| **Financial Assets**      |       |                        |            |                            |       |   |   |   |   |   |   |   |   |   |   |
| Syndicated loans          |       | $                           |  41,758    |                            | $          |  — |   | $ |  41,058 |   | $ |  541 |   | $ |  41,599 |   | $ |  53,747 |   | $ |  52,486 |   |
| Commercial mortgage loans |       | 111,666                     |            | —                          |       | — |   | 117,434 |   | 117,434 |   | 116,081 |   | 122,059 |   |
| Certificate loans         |       | 2,260                       |            | —                          |       | 2,260 |   | — |   | 2,260 |   | 2,498 |   | 2,498 |   |
| **Financial Liabilities** |       |                        |            |                            |       |   |   |   |   |   |   |   |   |   |   |
| Certificate reserves      |       | $                           |  2,724,926 |                            | $          |  — |   | $ |  — |   | $ |  2,711,832 |   | $ |  2,711,832 |   | $ |  2,771,174 |   | $ |  2,752,333 |   |

 

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**AMERIPRISE CERTIFICATE COMPANY**

 

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)**

 

*Syndicated Loans*

 

The fair value of syndicated loans is obtained from a third party pricing service or non-binding broker quotes. Syndicated loans that are priced by multiple non-binding broker quotes are classified as Level 2 and loans priced using a single non-binding broker quote are classified as Level 3.

 

*Commercial Mortgage Loans*

 

The fair value of commercial mortgage loans, except those with significant credit deterioration, is 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. Given the significant unobservable inputs to this valuation, these measurements are classified as Level 3.

 

*Certificate Loans*

 

The fair value of certificate loans is determined using discounted cash flows. The fair value of certificate loans is classified as Level 2 as the discount rate used to determine fair value is based on market interest rates.

 

*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. Given the use of significant unobservable inputs to this valuation, the measurement is classified as Level 3.

 

**6.  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.

 

ACC uses derivatives as economic hedges of equity risk related to stock market certificates. 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:

 
| ** **                                       | ** ** | ** **                    | ** ** | **Asset**               | ** **   | ** **            | ** ** | **Liability**           | ** ** |
|--------------------------------------------------|------------|-------------------------------|------------|-------------------------|--------------|-----------------------|------------|-------------------------|------------|
| **Derivatives not designated as** | ** ** | **Balance Sheet**        | ** ** | **June 30,**       | ** **   | **December 31,** | ** ** | **Balance Sheet**  | ** ** | **June 30,** | ** ** | **December 31,** | ** ** |
| **hedging instruments**                     | ** ** | **Location**                  | ** ** | **2012**                | ** **   | **2011**              | ** ** | **Location**            | ** ** | **2012** | ** ** | **2011** | ** ** |
| ** **                                       | ** ** | ** **                    | ** ** | **(in thousands)** | ** **   | ** **            | ** ** | **(in thousands)** | ** ** |
| **Equity**                                       |       |                          |       |                    |         |                  |       |                    |       |   |   |   |   |
| Stock market certificates                        |       | Equity derivatives, purchased |       | $                       |  54,016 |                  | $          |  34,389            |       | Equity derivatives, written |   | $ |  45,940 |   | $ |  28,979 |   |
| Equity warrants                                  |       | Equity derivatives, purchased |       | —                  |         | 4                     |       | N/A                     |       | — |   | — |   |
| Stock market certificates embedded   derivatives |       | N/A                           |       | —                  |         | —                |       | Certificate reserves    |       | 8,282 |   | 5,551 |   |
| Total                                            |       |                          |       | $                       |  54,016 |                  | $          |  34,393            |       |   |   | $ | 54,222 |   | $ |  34,530 |   |

 

N/A Not applicable.

 

See Note 5 for additional information regarding ACC’s fair value measurement of derivative instruments.

 

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**AMERIPRISE CERTIFICATE COMPANY**

 

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)**

 

The following tables present a summary of the impact of derivatives not designated as hedging instruments on the Consolidated Statements of Operations:

 
| ** **                                       | ** ** | ** **                                          | ** ** | **Amount of Gain (Loss) on**                        | ** ** |
|--------------------------------------------------|------------|-----------------------------------------------------|------------|-----------------------------------------------------|------------|
| ** **                                       | ** ** | ** **                                          | ** ** | **Derivatives Recognized in Income** | ** ** |
| ** **                                       | ** ** | ** **                                          | ** ** | **Three Months**                               | ** ** | **Six Months** | ** ** |
| **Derivatives Not Designated as** | ** ** | **Location of Gain (Loss) on**  | ** ** | **Ended**                                           | ** ** | **Ended** | ** ** |
| **Hedging Instruments**                     | ** ** | **Derivatives Recognized in Income** | ** ** | **June 30, 2012**                         | ** ** | **June 30, 2012** | ** ** |
| ** **                                       | ** ** | ** **                                          | ** ** | **(in thousands)**                             | ** ** |
| **Equity**                                       |       |                                                |       |                                                |       |   |   |
| Stock market certificates                        |       | Net provision for certificate reserves              |       | $                                                   | (1,186     | ) | $ | 3,997 |   |
| Stock market certificates embedded   derivatives |       | Net provision for certificate reserves              |       | 444                                                 |       | (3,449 | ) |
| Total                                            |       |                                                |       | $                                                   | (742       | ) | $ | 548 |   |

 
| ** **                                       | ** ** | ** **                                          | ** ** | **Amount of Gain (Loss) on**                        | ** ** |
|--------------------------------------------------|------------|-----------------------------------------------------|------------|-----------------------------------------------------|------------|
| ** **                                       | ** ** | ** **                                          | ** ** | **Derivatives Recognized in Income** | ** ** |
| ** **                                       | ** ** | ** **                                          | ** ** | **Three Months**                               | ** ** | **Six Months** | ** ** |
| **Derivatives Not Designated as** | ** ** | **Location of Gain (Loss) on**  | ** ** | **Ended**                                           | ** ** | **Ended** | ** ** |
| **Hedging Instruments**                     | ** ** | **Derivatives Recognized in Income** | ** ** | **June 30, 2011**                         | ** ** | **June 30, 2011** | ** ** |
| ** **                                       | ** ** | ** **                                          | ** ** | **(in thousands)**                             | ** ** |
| **Equity**                                       |       |                                                |       |                                                |       |   |   |
| Stock market certificates                        |       | Net provision for certificate reserves              |       | $                                                   | 380        |   | $ | 2,953 |   |
| Equity warrants                                  |       | Investment income                                   |       | (16                                                 | )          | 52 |   |
| Stock market certificates embedded   derivatives |       | Net provision for certificate reserves              |       | (188                                                | )          | (2,561 | ) |
| Total                                            |       |                                                |       | $                                                   | 176        |   | $ | 444 |   |

 

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 $1.2 billion and $1.3 billion at June 30, 2012 and December 31, 2011, respectively. 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 derivative contracts was $339 thousand and $313 thousand at June 30, 2012 and December 31, 2011, respectively.

 

Equity warrants were received as part of a syndicated loan restructuring and do not constitute a hedge of underlying assets or liabilities.

 

**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 whenever practical. As of June 30, 2012 and December 31, 2011, ACC held $1.9 million and $1.0 million, respectively, in cash equivalents and recorded a corresponding liability in other liabilities for collateral ACC is obligated to return to counterparties. As of June 30, 2012 and December 31, 2011, ACC’s maximum credit exposure related to derivative assets after considering netting arrangements with counterparties and collateral arrangements was approximately $6.3 million and $4.5 million, respectively.

 

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**AMERIPRISE CERTIFICATE COMPANY**

 

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)**

 

**7.  Contingencies**

 

The level of regulatory activity and inquiry in the financial services industry remains elevated. From time to time, ACC receives requests for information from, and/or has been subject to examination by, both the SEC and the Minnesota Department of Commerce concerning its business activities and practices. In addition, a number of state and federal regulatory agencies have initiated examinations and other inquiries related to unclaimed property and escheatment practices and procedures.  The Ameriprise organization has cooperated and will continue to cooperate with applicable regulators regarding their inquiries.

 

ACC may in the normal course of business be a party to legal, regulatory or arbitration proceedings concerning matters arising in connection with the conduct of its business activities. The outcome of any such proceeding cannot be predicted with any certainty. ACC believes that it is not a party to, nor are any of its properties the subject of, any pending legal, regulatory or arbitration proceedings that would have a material adverse effect on its financial condition or results of operations. However, it is possible that the outcome of any such proceedings could have a material impact on ACC’s financial position or results of operations.

 

**8.  Income Taxes**

 

The effective tax rate was 36.5% for both the three months and six months ended June 30, 2012, compared to 38.5% and 37.8% for the three months and six months ended June 30, 2011, respectively.

 

ACC is required to establish a valuation allowance for any portion of the deferred tax assets that management believes will not be realized. Significant judgment is required in determining if a valuation allowance should be established, and the amount of such allowance if required. Factors used in making this determination include estimates relating to the performance of the business including the ability to generate capital gains. Consideration is given to, among other things in making this determination, i) future taxable income exclusive of reversing temporary differences and carryforwards, ii) future reversals of existing taxable temporary differences, iii) taxable income in prior carryback years, and iv) tax planning strategies. Based on analysis of ACC’s tax positions, management believes it is more likely than not that ACC’s results of future operations and implementation of tax planning strategies will generate sufficient taxable income to enable ACC to utilize all of the deferred tax assets. Accordingly, no valuation allowance for deferred tax assets has been established as of June 30, 2012 and December 31, 2011.

 

As of both June 30, 2012 and December 31, 2011, ACC had $736 thousand of gross unrecognized tax benefits.  If recognized, approximately $1.0 million, net of federal tax benefits, of the unrecognized tax benefits as of both June 30, 2012 and December 31, 2011, 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 recognized nil in interest and penalties for the three months and six months ended June 30, 2012 and $1.0 million in interest and penalties for the three months and six months ended June 30, 2011. ACC had $1.1 million accrued for the payment of interest and penalties at both June 30, 2012 and December 31, 2011.

 

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 $469 thousand in the next 12 months.

 

ACC files income tax returns, as part of its inclusion in the consolidated federal income tax returns of Ameriprise Financial, in the U.S. federal jurisdiction, and various states and foreign jurisdictions. The Internal Revenue Service (“IRS”) recently completed its field examination of the 1997 through 2007 tax returns, as part of the overall examination of the American Express Company consolidated returns. However, for federal income tax purposes, these years, except for 2007, continue to remain open as a consequence of certain issues under appeal. The IRS is currently conducting an examination of Ameriprise Financial’s U.S. income tax returns for 2008 and 2009. ACC’s or its subsidiary’s state income tax returns are currently under examination by various jurisdictions for years ranging from 1999 through 2009. Ameriprise Financial’s federal and state income tax returns, which include ACC, remain open for years after 2009.

 

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**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, 2011, filed with the Securities and Exchange Commission (“SEC”) on February 24, 2011 (“2011 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 investment portfolio is managed by Columbia Management Investment Advisers, LLC (“CMIA”), a wholly owned subsidiary of Ameriprise Financial.

 

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. On July 10, 2012, Ameriprise Financial announced its intention to transition its federal savings bank subsidiary, Ameriprise Bank, FSB, to a non-depository national trust bank by year-end 2012, subject to regulatory approvals. At this time, this action is not expected to have a material impact on ACC’s results of operations.

 

ACC re-launched the Cash Reserve Certificate product in the second quarter of 2012.  This product offers clients higher liquidity than ACC’s other currently offered certificates.

 

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 2011 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 consolidated financial statements.

 

**Results of Operations for the Six Months Ended June 30, 2012 and 2011**

 

ACC’s net income is derived primarily from the after-tax yield on investments and realized investment gains (losses), less investment expenses and interest credited on certificate reserve liabilities. Net income trends occur largely due to changes in returns on ACC’s investment portfolio, from realization of investment gains (losses) and from changes in interest credited to certificate products. ACC follows U.S. generally accepted accounting principles (“GAAP”).

 

Net income decreased $10.4 million, or 51%, to $10.0 million for the six months ended June 30, 2012, compared to $20.3 million for the prior year period, primarily due to other-than-temporary impairments on non-agency residential mortgage backed securities and a decrease in investment income as a result of lower average yields and lower investment balances, partially offset by decreases in investment expenses and net provision for certificate reserves due to lower reserve balances. Results for the six months ended June 30, 2011 included a $1.9 million after-tax adjustment for revisions to certain accretion calculations in ACC’s valuation of mortgage backed and asset backed securities.

 

Investment income decreased $16.0 million, or 26%, to $45.6 million for the six months ended June 30, 2012, compared to $61.6 million for the prior year period. This decrease is primarily the result of lower average yields on invested assets and lower investment balances due to net outflows of certificates driven by the low interest rate environment. Investment income for the six months ended June 30, 2011 included a $3.0 million adjustment for revisions to certain accretion calculations in ACC’s valuation of mortgage backed and asset backed securities.

 

Investment expenses decreased $3.2 million, or 23%, to $10.6 million for the six months ended June 30, 2012, compared to $13.7 million in the prior year period. This decrease is primarily due to lower distribution fees and investment advisory and services fees as a result of lower certificate reserve balances compared to the prior year period.

 

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Net provision for certificate reserves decreased $2.5 million, or 15%, to $13.9 million for the six months ended June 30, 2012, compared to $16.5 million in the prior year period. This decrease is a result of lower certificate balances primarily driven by client outflows as well as a decrease in interest crediting rates.

 

Net realized loss on investments before income taxes was $5.4 million for the six months ended June 30, 2012 compared to net realized gain on investments before income taxes of $1.2 million for the prior year period. Included in net realized investment losses for the six months ended June 30, 2012 were other-than-temporary impairments of $5.2 million, which related primarily to credit losses on non-agency residential mortgage backed securities. For the 2011 period, net realized gain on investments included a decrease in the syndicated loans reserve of $1.1 million, primarily due to improvement of underlying credit, as well as gains from sales, tenders and calls of Available-for-Sale securities offset by other-than-temporary impairments on non-agency residential mortgage backed securities and a change in the valuation of real estate owned.

 

The effective tax rate was 36.5% for the six months ended June 30, 2012 compared to 37.8% for the six months ended June 30, 2011.

 

It is possible there will be corporate tax reform in the next few years. While impossible to predict, corporate tax reform is likely to include a reduction in the corporate tax rate coupled with reductions in tax preferred items. Any changes could have a material impact on ACC’s income tax expense and the deferred tax balances.

 

**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. See Note 5 to the consolidated financial statements for additional information regarding ACC’s fair value measurements.

 

**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 4.  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 June 30, 2012.

 

**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.

 

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**PART II.  OTHER INFORMATION**

 

**ITEM 1.  LEGAL PROCEEDINGS**

 

The information set forth in Note 7 to the Consolidated 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 2011 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.

 

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**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:  August 6,   2012 | /s/   William F. Truscott        |
|                                   | William   F. Truscott            |
|                                   | Chief   Executive Officer        |
|                                   |                             |
|                                   |                             |
| Date:  August 6,   2012 | /s/   Ross P. Palacios           |
|                                   | Ross   P. Palacios               |
|                                   | Chief   Financial Officer        |

 

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**EXHIBIT INDEX**

 

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

 
| **Exhibit** | ** ** | **Description**                                                                                                                                                                                                                                                                                |
|-------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|        |       |                                                                                                                                                                                                                                                                                           |
| 3(a)        |       | Amended   and Restated Certificate of Incorporation of American Express Certificate   Company, dated August 1, 2005, filed electronically on or about   March 10, 2006 as Exhibit 3(a) to Registrant’s   Form 10-K, is incorporated by reference. |
|        |       |                                                                                                                                                                                                                                                                                           |
| 3(b)        |       | By-Laws   of Ameriprise Certificate Company, filed electronically on or about   November 5, 2010 as Exhibit 3(b) to Registrant’s   Form 10-Q, are incorporated herein by reference.                                                                                   |
|        |       |                                                                                                                                                                                                                                                                                           |
| *   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.                                                                                                            |

 

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** Filed electronically herewithin.*

 

E-1

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