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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
 For the Quarterly Period Ended June 30, 2007
 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. 2-23772
 AMERIPRISE CERTIFICATE COMPANY
  Delaware
    
    41-6009975(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)52 Ameriprise Financial Center, Minneapolis, Minnesota
    
    55474(Address of principal executive offices)
    
    (Zip Code)Registrants telephone
number, including area code: (612)671-3131Former name, former address and
former fiscal year, if changed since last report: Not Applicable
  þ o
  o o þ
  o þ
  Class
    
    Outstanding at August 8, 2007Common Shares (par value $10 per share)
    
    150,000 shares




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AMERIPRISE CERTIFICATE COMPANY
 FORM 10-Q
 INDEX
 Page No.Part I. Financial Information:Item 1. Financial StatementsStatements of Income  Three months and six months ended June 30, 2007 and 2006
    
    
    1Balance Sheets  June 30, 2007 and December 31, 2006
    
    
    2Statements of Cash Flows  Six months ended June 30, 2007 and 2006
    
    
    3Statements of Comprehensive Loss  Three months and six months ended June 30, 2007 and 2006
    
    
    4Notes to Financial Statements
    
    
    5-7Item 2. Managements Narrative Analysis
    
    
    8Item 4T. Controls and Procedures
    
    
    9Part II. Other Information:Item 1. Legal Proceedings
    
    
    10Item 1A. Risk Factors
    
    
    10Item 6. Exhibits
    
    
    10Signatures
    
    
    11Exhibit Index
    
    
    E-1




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PART I. FINANCIAL INFORMATION
 
 ITEM I. FINANCIAL STATEMENTS
 AMERIPRISE CERTIFICATE COMPANY
 
 STATEMENTS OF INCOME (UNAUDITED)
(in thousands)
 Three Months Ended June 30,
    
    
    Six Months Ended June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Investment income
    
    $
    64,372
    
    
    $
    60,317
    
    
    $
    125,244
    
    
    $
    136,122Investment expenses
    
    
    9,352
    
    
    
    10,009
    
    
    
    18,826
    
    
    
    20,304Net investment income before provision for
certificate reserves and income taxes
    
    
    55,020
    
    
    
    50,308
    
    
    
    106,418
    
    
    
    115,818Provision for certificate reserves
    
    
    55,098
    
    
    
    42,450
    
    
    
    105,982
    
    
    
    97,113Net investment (loss) income before income taxes
    
    
    (78
    )
    
    
    7,858
    
    
    
    436
    
    
    
    18,705Income tax (benefit) provision
    
    
    (608
    )
    
    
    2,734
    
    
    
    (1,290
    )
    
    
    6,497Net investment income
    
    
    530
    
    
    
    5,124
    
    
    
    1,726
    
    
    
    12,208Net realized investment (losses) gains before income taxes
    
    
    (714
    )
    
    
    43
    
    
    
    (635
    )
    
    
    (2,026
    )Income tax (benefit) provision
    
    
    (250
    )
    
    
    15
    
    
    
    (222
    )
    
    
    (709
    )Net realized (losses) gains on investments
    
    
    (464
    )
    
    
    28
    
    
    
    (413
    )
    
    
    (1,317
    )Net income
    
    $
    66
    
    
    $
    5,152
    
    
    $
    1,313
    
    
    $
    10,891
 See Notes to Financial Statements.
 1




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AMERIPRISE CERTIFICATE COMPANY
 
 BALANCE SHEETS
(in thousands, except share data)
 June 30,
    
    
    December 31,2007
    
    
    2006(unaudited)AssetsQualified AssetsCash and cash equivalents
    
    $
    122,475
    
    
    $
    174,247Investments in unaffiliated issuers
    
    
    4,147,942
    
    
    
    4,668,818Equity index options, purchased
    
    
    104,752
    
    
    
    103,806Receivables
    
    
    47,150
    
    
    
    34,384Total qualified assets
    
    
    4,422,319
    
    
    
    4,981,255Other AssetsDeferred taxes, net
    
    
    72,299
    
    
    
    72,138Due from other affiliates
    
    
    3
    
    
    
    94Total other assets
    
    
    72,302
    
    
    
    72,232Total assets
    
    $
    4,494,621
    
    
    $
    5,053,487Liabilities and Shareholders EquityLiabilitiesCertificate reserves
    
    $
    4,166,915
    
    
    $
    4,719,602Equity index options, written
    
    
    57,421
    
    
    
    55,794Amounts due to brokers
    
    
    5,166
    
    
    
    1,830Accounts payable and accrued liabilities
    
    
    58,358
    
    
    
    46,709Current taxes payable to parent
    
    
    7,636
    
    
    
    41Total liabilities
    
    
    4,295,496
    
    
    
    4,823,976Shareholders equityCommon shares ($10 par value, 150,000 shares authorized and issued)
    
    
    1,500
    
    
    
    1,500Additional paid-in capital
    
    
    246,611
    
    
    
    274,115Retained earnings
    
    
    2,305
    
    
    
    3,488Accumulated other comprehensive loss, net of tax
    
    
    (51,291
    )
    
    
    (49,592
    )Total shareholders equity
    
    
    199,125
    
    
    
    229,511Total liabilities and shareholders equity
    
    $
    4,494,621
    
    
    $
    5,053,487
 See Notes to Financial Statements.
 2




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AMERIPRISE CERTIFICATE COMPANY
 
 STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
 Six Months Ended June 30,2007
    
    
    2006Cash Flows from Operating ActivitiesNet income
    
    $
    1,313
    
    
    $
    10,891Adjustments to reconcile net income to net cash provided by operating activities:Interest added to certificate loans
    
    
    (161
    )
    
    
    (177
    )Amortization of premiums, accretion of discounts, net
    
    
    4,914
    
    
    
    5,954Deferred taxes, net
    
    
    (1,091
    )
    
    
    3,257Net realized investment losses before income tax provision
    
    
    635
    
    
    
    2,026Changes in other operating assets and liabilities:Equity index options purchased and written, net
    
    
    681
    
    
    
    368Due to (from) parent  federal income taxes
    
    
    7,595
    
    
    
    (16,372
    )Dividends and interest receivable
    
    
    3,711
    
    
    
    3,430Other assets and liabilities, net
    
    
    14,117
    
    
    
    (5,109
    )Net cash provided by operating activities
    
    
    31,714
    
    
    
    4,268Cash Flows from Investing ActivitiesAvailable-for-Sale securities:Sales
    
    
    196,205
    
    
    
    203,645Maturities and redemptions
    
    
    361,359
    
    
    
    434,973Purchases
    
    
    (78,051
    )
    
    
    (32,365
    )Other investments:Sales
    
    
    4,275
    
    
    
    8,419Maturities and redemptions
    
    
    76,347
    
    
    
    58,183Purchases
    
    
    (48,221
    )
    
    
    (73,411
    )Certificate loans:Payments
    
    
    487
    
    
    
    881Fundings
    
    
    (291
    )
    
    
    (617
    )Changes in amounts due to and from brokers, net
    
    
    (13,841
    )
    
    
    (5,881
    )Net cash provided by investing activities
    
    
    498,269
    
    
    
    593,827Cash Flows from Financing ActivitiesPayments from certificate owners
    
    
    461,973
    
    
    
    849,441Provision for certificate reserves
    
    
    105,982
    
    
    
    97,113Certificate maturities and cash surrenders
    
    
    (1,119,710
    )
    
    
    (1,730,850
    )Proceeds from reverse repurchase agreements
    
    
    30,000
    
    
    
    684,000Payments on reverse repurchase agreements
    
    
    (30,000
    )
    
    
    (563,000
    )Dividend/return of capital to parent
    
    
    (30,000
    )
    
    
    (50,000
    )Net cash used in financing activities
    
    
    (581,755
    )
    
    
    (713,296
    )Net decrease in cash and cash equivalents
    
    
    (51,772
    )
    
    
    (115,201
    )Cash and cash equivalents beginning of period
    
    
    174,247
    
    
    
    119,100Cash and cash equivalents end of period
    
    $
    122,475
    
    
    $
    3,899Supplemental disclosures including non-cash transactions:Cash (refunded) paid for income taxes
    
    $
    (10,112
    )
    
    $
    19,094Certificate maturities and surrenders through loan reductions
    
    
    932
    
    
    
    1,021
 See Notes to Financial Statements.
 3




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AMERIPRISE CERTIFICATE COMPANY
 
 STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)
(in thousands)
 Three Months Ended June 30,
    
    
    Six Months Ended June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Net income
    
    $
    66
    
    
    $
    5,152
    
    
    $
    1,313
    
    
    $
    10,891Other comprehensive lossUnrealized losses on Available-for-Sale securities:Unrealized holding losses arising during the period
    
    
    (23,902
    )
    
    
    (23,955
    )
    
    
    (3,106
    )
    
    
    (59,794
    )Income tax benefit
    
    
    (8,576
    )
    
    
    (8,384
    )
    
    
    (980
    )
    
    
    (20,928
    )Net unrealized holding losses arising during the period
    
    
    (15,326
    )
    
    
    (15,571
    )
    
    
    (2,126
    )
    
    
    (38,866
    )Reclassification adjustment for losses (gains) included
in net income
    
    
    727
    
    
    
    (36
    )
    
    
    655
    
    
    
    2,073Income tax benefit (expense)
    
    
    253
    
    
    
    (13
    )
    
    
    228
    
    
    
    725Net reclassification adjustment for losses (gains)
included in net income
    
    
    474
    
    
    
    (23
    )
    
    
    427
    
    
    
    1,348Net unrealized losses on Available-for-Sale securities
    
    
    (14,852
    )
    
    
    (15,594
    )
    
    
    (1,699
    )
    
    
    (37,518
    )Net other comprehensive loss
    
    
    (14,852
    )
    
    
    (15,594
    )
    
    
    (1,699
    )
    
    
    (37,518
    )Total comprehensive loss
    
    $
    (14,786
    )
    
    $
    (10,442
    )
    
    $
    (386
    )
    
    $
    (26,627
    )
 See Notes to Financial Statements.
 4




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AMERIPRISE CERTIFICATE COMPANY
 
 NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
 1. BASIS OF PRESENTATION
   Separation of Ameriprise Financial
   2. RECENT ACCOUNTING PRONOUNCEMENTS
   5




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AMERIPRISE CERTIFICATE COMPANY
 NOTES TO FINANCIAL STATEMENTS (UNAUDITED)(continued)
 2. RECENT ACCOUNTING PRONOUNCEMENTS (continued)
    3. INVESTMENTS IN UNAFFILIATED ISSUERS
  June 30,
    
    
    December 31,2007
    
    
    2006(in thousands)Available-for-Sale securities, at fair value
(amortized cost: 2007, $3,843,514; 2006, $4,328,549)
    
    $
    3,762,924
    
    
    $
    4,250,409First mortgage loans on real estate and other loans, at cost
(fair value: 2007, $386,751; 2006, $421,526)
    
    
    376,458
    
    
    
    408,883Certificate loans  secured by certificate reserves, at cost,
which approximates fair value
    
    
    8,560
    
    
    
    9,526Total
    
    $
    4,147,942
    
    
    $
    4,668,818
 6




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AMERIPRISE CERTIFICATE COMPANY
 NOTES TO FINANCIAL STATEMENTS (UNAUDITED)(continued)
 3. INVESTMENTS IN UNAFFILIATED ISSUERS (continued)
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006(in thousands)Gross realized investment gains
    
    $
    226
    
    
    $
    191
    
    
    $
    1,112
    
    
    $
    658Gross realized investment losses
    
    $
    (768
    )
    
    $
    (155
    )
    
    $
    (1,582
    )
    
    $
    (2,731
    )Other-than-temporary impairments
    
    $
    (185
    )
    
    $
    
    
    
    $
    (185
    )
    
    $
    
 4. COMMITMENTS AND CONTINGENCIES
   5. INCOME TAXES
      7




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ITEM 2. MANAGEMENTS NARRATIVE ANALYSIS
      Results of Operations for the Six Months Ended June 30, 2007 and 2006
      8




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Recent Accounting Pronouncements
  Forward-Looking Statements
  
 ITEM 4T. CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures
   Changes in Internal Control over Financial Reporting
  9




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PART II. OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 1A. RISK FACTORS
  
 ITEM 6. EXHIBITS
  10




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SIGNATURES
  AMERIPRISE CERTIFICATE COMPANY
             
         (Registrant)Date: August 8, 2007
    By
    /s/ William F. TruscottWilliam F. TruscottChief Executive Officer Date: August 8, 2007
    By
    /s/ Brian J. McGraneBrian J. McGraneChief Financial Officer 11




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EXHIBIT INDEX
  Exhibit
    
    Description31.1
    
    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 Brian J. McGrane pursuant to Rule 13a-14(a) promulgated under the Securities
Exchange Act of 1934, as amended.32.1
    
    Certification of William F. Truscott and Brian J. McGrane pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 E-1