<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q

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

     FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2009

                                       OR

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

     FOR THE TRANSITION PERIOD FROM __________________ TO _____________________

                          COMMISSION FILE NO. 811-00002

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

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

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

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

               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 [ ]

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

Yes [ ] No [ ]

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

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


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

Yes [ ] No [X]

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

<TABLE>
<S>                                                <C>
                 CLASS                             OUTSTANDING AT AUGUST 3, 2009
---------------------------------------            -----------------------------
Common Shares (par value $10 per share)                    150,000 shares
</TABLE>

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

<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

                                    FORM 10-Q

INDEX

<TABLE>
<S>                                                                          <C>
Part I. Financial Information:
   Item 1.  Financial Statements
            Statements of Operations - Three months and six months ended
               June 30, 2009 and 2008.....................................     3
            Balance Sheets - June 30, 2009 and December 31, 2008..........     4
            Statements of Cash Flows - Six months ended June 30, 2009 and
               2008.......................................................     5
            Statements of Shareholder's Equity - Six months ended June 30,
               2009 and 2008..............................................     6
            Notes to Financial Statements.................................     7
   Item 2.  Management's Narrative Analysis...............................    20
   Item 4T. Controls and Procedures.......................................    23
Part II. Other Information:
   Item 1.  Legal Proceedings.............................................    24
   Item 1A. Risk Factors..................................................    24
   Item 6.  Exhibits......................................................    24
   Signatures ............................................................    25
   Exhibit Index..........................................................   E-1
</TABLE>


                                                                               2

<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY
                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                      STATEMENTS OF OPERATIONS (UNAUDITED)
                                 (in thousands)

<TABLE>
<CAPTION>
                                                              THREE MONTHS ENDED JUNE 30,   SIX MONTHS ENDED JUNE 30,
                                                              ---------------------------   -------------------------
                                                                    2009       2008              2009       2008
                                                                  --------   --------          --------   --------
<S>                                                           <C>            <C>            <C>           <C>
Investment income                                                 $ 61,795   $ 46,376          $113,279   $ 91,276
Investment expenses                                                  8,863      8,311            19,311     16,717
                                                                  --------   --------          --------   --------
Net investment income before provision for certificate
   reserves and income taxes                                        52,932     38,065            93,968     74,559
Net provision for certificate reserves                              33,604     37,034            72,261     76,098
                                                                  --------   --------          --------   --------
Net investment income (loss) before income taxes                    19,328      1,031            21,707     (1,539)
Income tax expense (benefit)                                         7,042        524             7,928       (319)
                                                                  --------   --------          --------   --------
   Net investment income (loss)                                     12,286        507            13,779     (1,220)
Net realized investment losses before income taxes                  (2,453)   (10,717)           (4,172)   (10,233)
Income tax benefit                                                    (859)    (3,751)           (1,460)    (3,582)
                                                                  --------   --------          --------   --------
Net realized loss on investments                                    (1,594)    (6,966)           (2,712)    (6,651)
                                                                  --------   --------          --------   --------
Net income (loss)                                                 $ 10,692   $ (6,459)         $ 11,067   $ (7,871)
                                                                  ========   ========          ========   ========
Supplemental Disclosures:
Net realized investment losses before income taxes:
   Net realized investment gains before income taxes and
      impairment losses on securities                             $  1,527                     $  4,244
                                                                  --------                     --------
   Total other-than-temporary impairment losses on securities       (8,363)                      (9,674)
   Portion of loss recognized in other comprehensive income          4,383                        1,258
                                                                  --------                     --------
   Net impairment losses recognized in net realized investment
      losses before income taxes                                    (3,980)                      (8,416)
                                                                  --------                     --------
Total net realized investment losses before income taxes          $ (2,453)                    $ (4,172)
                                                                  ========                     ========
</TABLE>

See Notes to Financial Statements.


                                                                               3
<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

                                 BALANCE SHEETS

                        (in thousands, except share data)

<TABLE>
<CAPTION>
                                                      JUNE 30, 2009   DECEMBER 31, 2008
                                                      -------------   -----------------
                                                       (UNAUDITED)
<S>                                                   <C>             <C>
ASSETS
Qualified Assets
   Cash equivalents                                     $  289,685        $1,164,484
   Investments in unaffiliated issuers                   4,700,081         3,667,485
   Receivables                                              39,835            39,479
   Equity index options, purchased                          65,976            23,693
                                                        ----------        ----------
Total qualified assets                                   5,095,577         4,895,141
                                                        ----------        ----------
Other Assets
   Deferred taxes, net                                      87,964           136,172
   Current taxes receivable                                     --             9,578
   Due from related party                                    8,054             2,848
                                                        ----------        ----------
Total other assets                                          96,018           148,598
                                                        ----------        ----------
Total assets                                            $5,191,595        $5,043,739
                                                        ==========        ==========
LIABILITIES AND SHAREHOLDER'S EQUITY
LIABILITIES:
   Certificate reserves                                 $4,832,531        $4,885,589
   Current taxes payable to parent                          10,478             3,205
   Payable for investment securities purchased              17,287            26,332
   Equity index options, written                            50,660            18,681
   Accounts payable and accrued liabilities                 43,431            19,427
                                                        ----------        ----------
Total liabilities                                        4,954,387         4,953,234
                                                        ----------        ----------
SHAREHOLDER'S EQUITY:
   Common shares ($10 par value; 150,000 shares
   authorized and issued)                                    1,500             1,500
   Additional paid-in capital                              357,964           322,964
   Accumulated deficit                                     (38,744)          (81,505)
   Accumulated other comprehensive loss, net of tax        (83,512)         (152,454)
                                                        ----------        ----------
Total shareholder's equity                                 237,208            90,505
                                                        ----------        ----------
Total liabilities and shareholder's equity              $5,191,595        $5,043,739
                                                        ==========        ==========
</TABLE>

See Notes to Financial Statements.


                                                                               4

<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

                      STATEMENTS OF CASH FLOWS (UNAUDITED)

                                 (in thousands)

<TABLE>
<CAPTION>
                                                                   SIX MONTHS ENDED JUNE 30,
                                                                   -------------------------
                                                                        2009         2008
                                                                   ------------   ----------
<S>                                                                <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)                                                   $    11,067   $  (7,871)
Adjustments to reconcile net income (loss) to net cash
   (used in) provided by operating activities:
   Interest added to certificate loans                                     (105)       (127)
   Amortization of premiums, accretion of discounts, net                 (2,536)      3,072
   Deferred taxes, net                                                   (6,149)     (7,593)
   Net realized loss on investments                                       3,263      10,233
   Provision for loan loss                                                1,000          --
Changes in other operating assets and liabilities:
   Trading securities, net                                             (143,886)         --
   Dividends and interest receivable                                     (2,463)     (3,300)
   Due to parent for income taxes                                        16,852      13,359
   Certificate reserves, net                                              8,882     (19,512)
   Other, net                                                            11,070      18,197
                                                                    -----------   ---------
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES                    (103,005)      6,458
                                                                    -----------   ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Available-for-Sale securities:
   Sales                                                                261,397       2,740
   Maturities and redemptions                                           639,011     553,803
   Purchases                                                         (1,668,880)   (586,051)
Below investment grade syndicated bank loans and
   first mortgage loans on real estate:
   Sales                                                                  1,112       1,515
   Maturities and redemptions                                            22,474      34,195
   Purchases                                                               (132)    (77,155)
Certificate loans:
   Payments                                                                 419         412
   Fundings                                                                (255)       (223)
                                                                    -----------   ---------
NET CASH USED IN INVESTING ACTIVITIES                                  (744,854)    (70,764)
                                                                    -----------   ---------
CASH FLOWS FROM FINANCING ACTIVITIES
   Payments from certificate owners                                   1,706,455     928,647
   Certificate maturities and cash surrenders                        (1,768,395)   (616,589)
   Capital contribution from parent                                      35,000      35,000
                                                                    -----------   ---------
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES                     (26,940)    347,058
                                                                    -----------   ---------
NET (DECREASE) INCREASE IN CASH EQUIVALENTS                            (874,799)    282,752
Cash equivalents at beginning of period                               1,164,484      76,079
                                                                    -----------   ---------
Cash equivalents at end of period                                   $   289,685   $ 358,831
                                                                    ===========   =========
SUPPLEMENTAL DISCLOSURES INCLUDING NON-CASH TRANSACTIONS:
   Cash received for income taxes                                   $    (6,769)  $ (15,513)
   Certificate maturities and surrenders through loan reductions            902         998
</TABLE>

See Notes to Financial Statements.


                                                                               5
<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

                 STATEMENTS OF SHAREHOLDER'S EQUITY (UNAUDITED)
                     SIX MONTHS ENDED JUNE 30, 2009 AND 2008



<TABLE>
<CAPTION>
                                                                                 RETAINED EARNINGS/
                                                                               (ACCUMULATED DEFICIT)
                                                                         ----------------------------------
                                                                         APPROPRIAT-   APPROPRI-
                                                                         ED FOR PRE-   ATED FOR               ACCUMULAT-
                                            NUMBER                        DECLARED     ADDITIONAL             ED OTHER
                                            OF OUT-          ADDITIONAL   ADDITIONAL  INTEREST ON             COMPREHEN-
                                           STANDING  COMMON    PAID-IN   CREDITS AND    ADVANCE    UNAPPRO-   SIVE LOSS-
                                            SHARES   SHARES    CAPITAL    INTEREST     PAYMENTS     PRIATED   NET OF TAX    TOTAL
                                           --------  ------  ----------  -----------  -----------  --------  -----------  --------
                                                                        (IN THOUSANDS, EXCEPT SHARE DATA)
<S>                                        <C>       <C>     <C>         <C>          <C>          <C>       <C>          <C>
BALANCES AT JANUARY 1, 2008                 150,000  $1,500   $207,964      $ 949         $15      $     --   $ (33,804)  $176,624
Comprehensive income:
   Net loss                                      --      --         --         --          --        (7,871)         --     (7,871)
   Other comprehensive
      loss, net of tax:
         Change in net unrealized
            securities losses                    --      --         --         --          --            --     (43,579)   (43,579)
                                                                                                                          --------
Total comprehensive loss                                                                                                   (51,450)
Transfer to unappropriated/
   from appropriated                             --      --         --       (627)         --           627          --         --
Receipt of capital from parent                   --      --     27,756         --          --         7,244          --     35,000
                                            -------  ------   --------      -----         ---      --------   ---------   --------
BALANCES AT JUNE 30, 2008                   150,000  $1,500   $235,720      $ 322         $15      $     --   $ (77,383)  $160,174
                                            =======  ======   ========      =====         ===      ========   =========   ========
BALANCES AT JANUARY 1, 2009                 150,000  $1,500   $322,964      $  50         $15      $(81,570)  $(152,454)  $ 90,505
Change in accounting
   principle, net of tax                         --      --         --         --          --        31,694     (31,694)        --
Comprehensive income:
   Net income                                    --      --         --         --          --        11,067          --     11,067
   Other comprehensive
      income, net of tax:
         Change in net unrealized
            securities losses                    --      --         --         --          --            --     101,012    101,012
         Change in noncredit related
            impairments on securities
            and net unrealized securities
            losses on previously
            impaired securities                  --      --         --         --          --            --        (376)      (376)
                                                                                                                          --------
Total comprehensive income                                                                                                 111,703
Transfer to unappropriated/
   from appropriated                             --      --         --        (48)         --            48          --         --
Receipt of capital from parent                   --      --     35,000         --          --            --          --     35,000
                                            -------  ------   --------      -----         ---      --------   ---------   --------
BALANCES AT JUNE 30, 2009                   150,000  $1,500   $357,964      $   2         $15      $(38,761)  $ (83,512)  $237,208
                                            =======  ======   ========      =====         ===      ========   =========   ========
</TABLE>

See Notes to Consolidated Financial Statements.


                                                                               6
<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

NOTES TO 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 Financial Statements have been prepared in accordance with U.S.
generally accepted accounting principles ("GAAP"). The interim financial
information in this report has not been audited. In the opinion of management,
all adjustments necessary for a fair presentation of the results of operations
and financial position for the interim periods have been made. All adjustments
made were of a normal, recurring nature. Results of operations reported for
interim periods are not necessarily indicative of results for the entire year.
These Financial Statements and Notes should be read in conjunction with the
Financial Statements and Notes in the Annual Report on Form 10-K of ACC for the
year ended December 31, 2008, filed with the Securities and Exchange Commission
("SEC") on March 3, 2009.

ACC evaluated events or transactions that may have occurred after the balance
sheet date for potential recognition or disclosure through August 3, 2009, the
date the financial statements were issued.

2. RECENT ACCOUNTING PRONOUNCEMENTS

In June 2009, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 168 "The FASB Accounting
Standards Codification and the Hierarchy of Generally Accepted Accounting
Principles, a replacement of FASB Statement No. 162" ("SFAS 168"). SFAS 168 will
supersede existing non-SEC accounting and reporting standards. The codification
will not change GAAP but will rather organize it into a new hierarchy with two
levels: authoritative and non-authoritative. All authoritative GAAP will carry
equal weight and be organized in a topical structure. SFAS 168 is effective for
interim and annual reporting periods ending after September 15, 2009. The
adoption of SFAS 168 will not have a material effect on ACC's results of
operations and financial condition.

In June 2009, the FASB issued SFAS No. 166 "Accounting for Transfers of
Financial Assets--an amendment of FASB Statement No. 140" ("SFAS 166"). SFAS 166
improves the relevance, representational faithfulness, and comparability of the
information that a reporting entity provides in its financial statements about a
transfer of financial assets; the effects of a transfer on its financial
position, financial performance, and cash flows; and a transferor's continuing
involvement, if any, in transferred financial assets. SFAS 166 is effective for
interim and annual reporting periods beginning after November 15, 2009, with
early adoption prohibited, and must be applied to transfers of financial assets
occurring on or after the effective date.  The adoption of SFAS 166 is not
expected to have a meterial effect on its results of operations and financial
condition.

In May 2009, the FASB issued SFAS No. 165 "Subsequent Events" ("SFAS 165"). SFAS
165 provides guidance on the recognition of such events and requires additional
disclosures on the time period evaluated for subsequent events. SFAS 165 is
effective for interim and annual reporting periods ending after June 15, 2009,
and shall be applied prospectively. ACC adopted SFAS 165 in the second quarter
of 2009. The adoption did not have a material effect on ACC's results of
operations and financial condition.

In April 2009, the FASB issued FASB Staff Position ("FSP") FAS 157-4
"Determining Fair Value When the Volume and Level of Activity for the Asset or
Liability Have Significantly Decreased and Identifying Transactions That Are Not
Orderly" ("FSP 157-4"). FSP 157-4 provides guidance on estimating the fair value
of a financial asset or liability when the trade volume and level of activity
for the asset or liability has significantly decreased relative to historical
levels. FSP 157-4 requires entities to disclose in interim and annual periods
the inputs and valuation techniques used to measure fair value and any changes
in valuation inputs or techniques. In addition, debt and equity securities as
defined by SFAS No. 115 "Accounting for Certain Investments in Debt and Equity
Securities" shall be disclosed by major category. This FSP is effective for
interim and annual reporting periods ending after June 15, 2009, with early
adoption permitted for periods ending after March 15, 2009, and is to be applied
prospectively. ACC early adopted FSP 157-4 in the first quarter of 2009. The
adoption did not have a material effect on ACC's results of operations and
financial condition.


                                                                               7

<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

In April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2 "Recognition and
Presentation of Other-Than-Temporary Impairments" ("FSP 115-2"). FSP 115-2
amends existing guidance on other-than-temporary impairments for debt securities
and requires that the credit portion of other-than-temporary impairments be
recorded in earnings and the noncredit portion of losses be recorded in other
comprehensive income. FSP 115-2 requires presentation of both the credit and
noncredit portions of other-than-temporary impairments on the financial
statements and additional disclosures in interim and annual periods. This FSP is
effective for interim and annual reporting periods ending after June 15, 2009,
with early adoption permitted for periods ending after March 15, 2009. At the
date of adoption, the portion of previously recognized other-than-temporary
impairments that represent the noncredit related loss component shall be
recognized as a cumulative effect of adoption with an adjustment to the opening
balance of accumulated deficit with a corresponding adjustment to accumulated
other comprehensive loss. ACC adopted FSP 115-2 in the first quarter of 2009 and
recorded a cumulative effect decrease to the opening balance of accumulated
deficit of $32 million, net of income taxes, and a corresponding increase to
accumulated other comprehensive loss, net of income taxes. See Note 3 for
accounting policy and disclosures required by this FSP.

In April 2009, the FASB issued FSP FAS 107-1 and APB 28-1 "Interim Disclosures
about Fair Value of Financial Instruments" ("FSP 107-1"). FSP 107-1 requires
interim disclosure on the fair value of financial instruments within the scope
of SFAS No. 107 "Disclosures about Fair Value of Financial Instruments." This
FSP is effective for interim and annual reporting periods ending after June 15,
2009, with early adoption permitted for periods ending after March 15, 2009. ACC
applied the disclosure requirements of FSP 107-1 in the first quarter of 2009.
See Note 4 for disclosures required by this FSP.

In March 2008, the FASB issued SFAS No. 161 "Disclosures about Derivative
Instruments and Hedging Activities - an amendment of FASB Statement No. 133"
("SFAS 161"). SFAS 161 intends to improve financial reporting about derivative
instruments and hedging activities by requiring enhanced disclosures about their
impact on an entity's financial position, financial performance, and cash flows.
SFAS 161 requires disclosures regarding the objectives for using derivative
instruments, the fair value of derivative instruments and their related gains
and losses, and the accounting for derivatives and related hedged items. SFAS
161 is effective for fiscal years and interim periods beginning after November
15, 2008, with early adoption permitted. ACC applied the disclosure requirements
of SFAS 161 in the first quarter of 2009. See Note 5 for disclosures required by
SFAS 161.

In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in
Consolidated Financial Statements - an amendment of ARB No. 51" ("SFAS 160")
which establishes the accounting and reporting for ownership interest in
subsidiaries not attributable, directly or indirectly, to a parent. SFAS 160
requires that noncontrolling (minority) interests be classified as equity
(instead of as a liability) within the balance sheet, and net income (loss)
attributable to both the parent and the noncontrolling interests be disclosed on
the face of the statement of operations. SFAS 160 is effective for fiscal years
beginning after December 15, 2008, and interim periods within those years with
early adoption prohibited. The provisions of SFAS 160 are to be applied
prospectively, except for the presentation and disclosure requirements which are
to be applied retrospectively to all periods presented. ACC adopted SFAS 160 as
of January 1, 2009. The adoption did not have a material effect on ACC's results
of operations and financial condition.

In September 2006, the FASB issued SFAS No. 157 "Fair Value Measurements" ("SFAS
157"), which defines fair value, establishes a framework for measuring fair
value and expands disclosures about fair value measurements. SFAS 157 applies
under other accounting pronouncements that require or permit fair value
measurements. Accordingly, SFAS 157 does not require any new fair value
measurements. The provisions of SFAS 157 are required to be applied
prospectively as of the beginning of the fiscal year in which SFAS 157 is
initially applied, except for certain financial instruments as defined in SFAS
157 that require retrospective application. Any retrospective application will
be recognized as a cumulative effect adjustment to the opening balance of
accumulated deficit for the fiscal year of adoption. ACC adopted SFAS 157
effective January 1, 2008 and this adoption did not have a material effect on
ACC's results of operations and financial condition.

In accordance with FSP FAS 157-2, "Effective Date of FASB Statement No. 157"
("FSP 157-2"), ACC deferred the adoption of SFAS 157 until January 1, 2009 for
all nonfinancial assets and nonfinancial liabilities, except for those that are
recognized or disclosed at fair value in the financial statements on a recurring
basis. The adoption of FSP 157-2 did not have a material effect on ACC's results
of operations and financial condition. Note 4 for additional information
regarding the fair values of ACC's assets and liabilities.


                                                                               8

<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

3. INVESTMENTS

Investments in unaffiliated issuers were as follows:

<TABLE>
<CAPTION>
                                                                          JUNE 30, 2009   DECEMBER 31, 2008
                                                                          -------------   -----------------
                                                                                  (IN THOUSANDS)
<S>                                                                       <C>             <C>
Available-for-Sale securities, at fair value
   (amortized cost: 2009, $4,328,920; 2008, $3,521,116)                     $4,198,822        $3,286,403
Below investment grade syndicated bank loans and first mortgage loans
   on real estate, at cost (fair value: 2009, $322,525; 2008, $289,401)        335,115           357,863
Trading securities, at fair value (amortized cost: 2009, $159,720;
   2008, $16,611)                                                              160,504            16,618
Certificate loans - secured by certificate reserves, at cost, which
   approximates fair value                                                       5,640             6,601
                                                                            ----------        ----------
Total                                                                       $4,700,081        $3,667,485
                                                                            ==========        ==========
</TABLE>


Available-for-Sale Securities

Effective January 1, 2009, ACC early adopted FSP 115-2. This interpretation
significantly changed ACC's accounting policy regarding the timing and amount of
other-than temporary impairments for Available-for-Sale securities as follows.
When the fair value of an investment is less than its amortized cost, ACC
assesses whether or not i.) it has the intent to sell the security (made a
decision to sell) or ii.) it is more likely than not that ACC will be required
to sell the security before its anticipated recovery. If either of these
conditions are met, ACC must recognize an other-than-temporary impairment for
the difference between the investment's amortized cost basis and its fair value
through earnings. For securities that do not meet the above criteria, and ACC
does not expect to recover a security's amortized cost basis, the security is
considered other-than temporarily impaired. For these securities, ACC separates
the total impairment into the credit loss component and the amount of the loss
related to other factors. The amount of the total other-than-temporary
impairment related to credit loss is recognized in earnings. The amount of the
total other-than-temporary impairment related to other factors is recognized in
other comprehensive income, net of income taxes. For Available-for-Sale
securities that have recognized an other-than-temporary impairment through
earnings, if through subsequent evaluation there is a significant increase in
the cash flow expected, the difference between the amortized cost basis and the
cash flows expected to be collected is accreted as interest income. Subsequent
increases and decreases in the fair value of Available-for-Sale securities are
included in other comprehensive income. ACC's Statements of Shareholder's Equity
present all changes in other comprehensive income associated with
Available-for-Sale securities that have been other-than-temporarily impaired on
a separate line from fair value changes recorded in other comprehensive income
from all other securities.

ACC provides a supplemental disclosure on the face of its Statements of
Operations that presents (i) total other-than-temporary impairment losses
recognized during the period and (ii) the portion of other-than-temporary
impairment losses recognized in other comprehensive income. The sum of these
amounts represents the credit-related portion of other-than-temporary
impairments that were recognized in earnings during the period. The portion of
other-than-temporary losses recognized in other comprehensive income includes:
i.) the portion of other-than-temporary impairment losses related to factors
other than credit recognized during the period and ii.) reclassifications of
other-than-temporary impairment losses previously determined to be related to
factors other than credit that are determined to be credit-related in the
current period. The amount presented on the Statements of Operations as the
portion of other-than-temporary losses recognized in other comprehensive income
excludes subsequent increases and decreases in the fair value of these
securities.

For all securities that are considered temporarily impaired, ACC does not intend
to sell these securities (has not made a decision to sell) and it is not more
likely than not that ACC will be required to sell the security before recovery
of its amortized cost basis. ACC believes that it will collect all principal and
interest due on all investments that have amortized cost in excess of fair value
that are considered only temporarily impaired.


                                                                               9

<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Corporate debt securities

Factors ACC considers in determining whether declines in the fair value of fixed
maturity securities are other-than-temporary include: 1) the extent to which the
market value is below amortized cost; 2) the duration of time in which there has
been a significant decline in value; 3) fundamental analysis of the liquidity,
business prospects and overall financial condition of the issuer; and 4) market
events that could impact credit ratings, economic and business climate,
litigation and government actions, and similar external business factors. In
order to determine the amount of the credit loss component for corporate debt
securities considered other-than-temporarily impaired, a best estimate of the
present value of cash flows expected to be collected discounted at the
security's effective interest rate is compared to the amortized cost basis of
the security. The significant inputs to cash flow projections consider potential
debt restructuring terms, projected cash flows available to pay creditors and
ACC's position in the debtor's overall capital structure.

Structured investments

For structured investments (e.g., residential mortgage backed securities,
commercial mortgage backed securities, asset backed securities and other
structured investments), ACC also considers factors such as overall deal
structure and its position within the structure, quality of underlying
collateral, delinquencies and defaults, loss severities, recoveries, prepayments
and cumulative loss projections in assessing potential other-than-temporary
impairments of these investments. Based upon these factors, securities that have
indicators of potential other-than-temporary impairment are subject to detailed
review by management. Securities for which declines are considered temporary
continue to be carefully monitored by management. For the six months ended June
30, 2009, certain non-agency mortgage backed securities were deemed other-than
temporarily impaired. Generally, the credit loss component for the non-agency
mortgage backed securities is determined as the amount the amortized cost basis
exceeds the present value of the projected cash flows expected to be collected.
Significant inputs considered in these projections are consistent with the
factors considered in assessing potential other-than-temporary impairment for
these investments. Forward interest rates are considered in the cash flow
projections and are used to calculate the discount rate used to determine the
present value of the expected cash flows when structures are supported by
variable rate securities. Current effective interest rates are used to discount
cash flows supported by fixed rate securities.

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

<TABLE>
<CAPTION>
                                                               JUNE 30, 2009
                                           -----------------------------------------------------
                                                               GROSS       GROSS
                                                            UNREALIZED   UNREALIZED
DESCRIPTION OF SECURITIES                  AMORTIZED COST      GAINS       LOSSES     FAIR VALUE
-------------------------                  --------------   ----------   ----------   ----------
                                                              (IN THOUSANDS)
<S>                                        <C>              <C>          <C>          <C>
Corporate debt securities                    $1,625,622       $25,322    $  (9,902)   $1,641,042
Residential mortgage backed securities        1,587,662        18,442     (163,182)    1,442,922
Commercial mortgage backed securities           555,248         9,125       (1,589)      562,784
Asset backed securities                         480,170        13,510      (14,472)      479,208
U.S. government and agencies obligations         60,606           460           --        61,066
Common and preferred stocks                      19,612            --       (7,812)       11,800
                                             ----------       -------    ---------    ----------
   Total                                     $4,328,920       $66,859    $(196,957)   $4,198,822
                                             ==========       =======    =========    ==========
</TABLE>

<TABLE>
<CAPTION>
                                                             DECEMBER 31, 2008
                                           -----------------------------------------------------
                                                               GROSS        GROSS
                                                            UNREALIZED   UNREALIZED
DESCRIPTION OF SECURITIES                  AMORTIZED COST      GAINS       LOSSES     FAIR VALUE
-------------------------                  --------------   ----------   ----------   ----------
                                                              (IN THOUSANDS)
<S>                                        <C>              <C>          <C>          <C>
Corporate debt securities                    $1,623,978       $   637    $ (49,426)   $1,575,189
Residential mortgage backed securities        1,348,369        11,434     (156,220)    1,203,583
Commercial mortgage backed securities           273,099           590       (7,077)      266,612
Asset backed securities                         247,159           376      (26,506)      221,029
U.S. government and agencies obligations          4,899           168           --         5,067
Common and preferred stocks                      19,612            --       (8,689)       10,923
State and municipal obligations                   4,000            --           --         4,000
                                             ----------       -------    ---------    ----------
   Total                                     $3,521,116       $13,205    $(247,918)   $3,286,403
                                             ==========       =======    =========    ==========
</TABLE>


                                                                              10

<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

At June 30, 2009 and December 31, 2008, fixed maturity securities comprised
approximately 85% and 70%, respectively, of ACC's total investments. These
securities were rated by either Moody's Investors Service ("Moody's"), Standard
& Poor's Ratings Services ("S&P"), and Fitch Ratings, Ltd., except for
approximately $58.4 million and $65.8 million of securities at June 30, 2009 and
December 31, 2008, respectively, which were rated by ACC's internal analysts
using criteria similar to Moody's and S&P. Ratings on investment grade
securities are presented using S&P's convention and, if the two agencies'
ratings differ, the lower rating is used. A summary of fixed maturity securities
by rating was as follows:

<TABLE>
<CAPTION>
                                        JUNE 30, 2009                        DECEMBER 31, 2008
                            ------------------------------------   ------------------------------------
                                                      PERCENT OF                             PERCENT OF
                             AMORTIZED                   TOTAL      AMORTIZED                   TOTAL
RATINGS                        COST      FAIR VALUE   FAIR VALUE      COST      FAIR VALUE   FAIR VALUE
-------                     ----------   ----------   ----------   ----------   ----------   ----------
                                                 (IN THOUSANDS, EXCEPT PERCENTAGES)
<S>                         <C>          <C>          <C>          <C>          <C>          <C>
AAA                         $2,120,106   $2,099,812       50%      $1,627,746   $1,495,970       46%
AA                             176,467      159,228        4          246,614      223,318        7
A                              342,043      335,070        8          339,662      327,926       10
BBB                          1,336,312    1,339,322       32        1,176,153    1,140,420       34
Below investment grade         334,380      253,590        6          111,329       87,846        3
                            ----------   ----------      ---       ----------   ----------      ---
   Total fixed maturities   $4,309,308   $4,187,022      100%      $3,501,504   $3,275,480      100%
                            ==========   ==========      ===       ==========   ==========      ===
</TABLE>

At June 30, 2009 and December 31, 2008, approximately 39% and 50%, respectively,
of the securities rated AAA were U.S. Government Agency mortgage backed
securities.

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

<TABLE>
<CAPTION>
                                                                        JUNE 30, 2009
                                         ---------------------------------------------------------------------------
                                           LESS THAN 12 MONTHS        12 MONTHS OR MORE              TOTAL
                                         -----------------------   -----------------------   -----------------------
                                                      UNREALIZED                UNREALIZED                UNREALIZED
DESCRIPTION OF SECURITIES                FAIR VALUE     LOSSES     FAIR VALUE     LOSSES     FAIR VALUE     LOSSES
-------------------------                ----------   ----------   ----------   ----------   ----------   ----------
                                                                        (IN THOUSANDS)
<S>                                      <C>          <C>          <C>          <C>          <C>          <C>
Residential mortgage backed securities    $285,748     $(12,579)    $331,979    $(150,603)   $  617,727   $(163,182)
Asset backed securities                    113,604       (3,443)      65,524      (11,029)      179,128     (14,472)
Corporate debt securities                   94,119         (679)     147,506       (9,223)      241,625      (9,902)
Commercial mortgage backed securities       29,057         (235)     118,623       (1,354)      147,680      (1,589)
Common and preferred stocks                     --           --       11,800       (7,812)       11,800      (7,812)
                                          --------     --------     --------    ---------    ----------   ---------
   Total                                  $522,528     $(16,936)    $675,432    $(180,021)   $1,197,960   $(196,957)
                                          ========     ========     ========    =========    ==========   =========
</TABLE>

<TABLE>
<CAPTION>
                                                                      DECEMBER 31, 2008
                                         ---------------------------------------------------------------------------
                                           LESS THAN 12 MONTHS        12 MONTHS OR MORE              TOTAL
                                         -----------------------   -----------------------   -----------------------
                                                      UNREALIZED                UNREALIZED                UNREALIZED
DESCRIPTION OF SECURITIES                FAIR VALUE     LOSSES     FAIR VALUE     LOSSES     FAIR VALUE     LOSSES
-------------------------                ----------   ----------   ----------   ----------   ----------   ----------
                                                                          (IN THOUSANDS)
<S>                                      <C>          <C>          <C>          <C>          <C>          <C>
Residential mortgage backed securities   $  250,733   $ (64,652)   $224,942   $ (91,568)   $  475,675   $(156,220)
Asset backed securities                     165,128     (22,772)     32,421      (3,734)      197,549     (26,506)
Corporate debt securities                 1,211,101     (24,142)    171,502     (25,284)    1,382,603     (49,426)
Commercial mortgage backed securities        70,870      (2,424)    121,918      (4,653)      192,788      (7,077)
Common and preferred stocks                      --          --      10,922      (8,689)       10,922      (8,689)
                                         ----------   ---------    --------   ---------    ----------   ---------
   Total                                 $1,697,832   $(113,990)   $561,705   $(133,928)   $2,259,537   $(247,918)
                                         ==========   =========    ========   =========    ==========   =========
</TABLE>


                                                                              11

<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

The following tables summarize the unrealized losses by ratio of fair value to
amortized cost:

<TABLE>
<CAPTION>
                                                                   JUNE 30, 2009
                 -----------------------------------------------------------------------------------------------------------------
                          LESS THAN 12 MONTHS                    12 MONTHS OR MORE                            TOTAL
                 ------------------------------------   ------------------------------------   ------------------------------------
RATIO OF           NUMBER                     GROSS       NUMBER                     GROSS       NUMBER                     GROSS
FAIR VALUE TO        OF                    UNREALIZED       OF                    UNREALIZED       OF                    UNREALIZED
AMORTIZED COST   SECURITIES   FAIR VALUE     LOSSES     SECURITIES   FAIR VALUE     LOSSES     SECURITIES   FAIR VALUE     LOSSES
--------------   ----------   ----------   ----------   ----------   ----------   ----------   ----------   ----------   ----------
                                                      (IN THOUSANDS, EXCEPT NUMBER OF SECURITIES)
<S>              <C>          <C>          <C>          <C>          <C>          <C>          <C>          <C>          <C>
95% - 100%            51       $456,366     $ (4,047)        62       $257,707    $  (3,792)       113      $  714,073   $  (7,839)
90% - 95%              3         21,421       (1,210)        25         61,358       (4,504)        28          82,779      (5,714)
80% - 90%              2         13,846       (2,851)        31         71,291      (11,290)        33          85,137     (14,141)
Less than 80%          5         30,895       (8,828)        75        285,076     (160,435)        80         315,971    (169,263)
                     ---       --------     --------        ---       --------    ---------        ---      ----------   ---------
   Total              61       $522,528     $(16,936)       193       $675,432    $(180,021)       254      $1,197,960   $(196,957)
                     ===       ========     ========        ===       ========    =========        ===      ==========   =========
</TABLE>

<TABLE>
<CAPTION>
                                                                 DECEMBER 31, 2008
                 -----------------------------------------------------------------------------------------------------------------
                         LESS THAN 12 MONTHS                     12 MONTHS OR MORE                            TOTAL
                 ------------------------------------   ------------------------------------   ------------------------------------
RATIO OF           NUMBER                    GROSS        NUMBER                     GROSS       NUMBER                     GROSS
FAIR VALUE TO        OF                    UNREALIZED       OF                    UNREALIZED       OF                    UNREALIZED
AMORTIZED COST   SECURITIES   FAIR VALUE     LOSSES     SECURITIES   FAIR VALUE     LOSSES     SECURITIES   FAIR VALUE     LOSSES
--------------   ----------   ----------   ----------   ----------   ----------   ----------   ----------   ----------   ----------
                                                      (IN THOUSANDS, EXCEPT NUMBER OF SECURITIES)
<S>              <C>          <C>          <C>          <C>          <C>          <C>          <C>          <C>          <C>
95% - 100%          140       $1,313,461   $ (18,621)       45        $245,247    $  (5,339)       185      $1,558,708   $ (23,960)
90% - 95%            20          161,149     (11,401)       18          74,460       (5,809)        38         235,609     (17,210)
80% - 90%            15           74,866     (11,174)       26          91,374      (16,561)        41         166,240     (27,735)
Less than 80%        31          148,356     (72,794)       70         150,624     (106,219)       101         298,980    (179,013)
                    ---       ----------   ---------       ---        --------    ---------        ---      ----------   ---------
   Total            206       $1,697,832   $(113,990)      159        $561,705    $(133,928)       365      $2,259,537   $(247,918)
                    ===       ==========   =========       ===        ========    =========        ===      ==========   =========
</TABLE>

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 changes in credit spreads across sectors. The primary driver of
decreased unrealized losses during 2009 was the tightening of credit spreads
across sectors. A portion of the decrease in unrealized losses was offset by an
increase due to the adoption of FSP 115-2. ACC recorded a cumulative effect
increase to the amortized cost of previously other-than-temporarily impaired
investments that increased the gross unrealized losses on Available-for-Sale
securities by $48.8 million. This impact is due to impairment of
Available-for-Sale securities recognized in other comprehensive income
previously recognized through earnings for factors other than credit.

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

<TABLE>
<CAPTION>
                                                                                             THREE MONTHS ENDED   SIX MONTHS ENDED
                                                                                                JUNE 30, 2009       JUNE 30, 2009
                                                                                             ------------------   ----------------
                                                                                                         (IN THOUSANDS)
<S>                                                                                          <C>                  <C>
Beginning balance of credit losses on securities held for which a
   portion of other-than-temporary impairment was recognized in other comprehensive income        $54,163             $50,866
Additional increases to the amount related to credit losses for which an
   other-than-temporary impairment was previously recognized                                        3,980               7,277
                                                                                                  -------             -------
Ending balance of credit losses on securities held as of June 30 for which a portion of
   other-than-temporary impairment was recognized in other comprehensive income                   $58,143             $58,143
                                                                                                  =======             =======
</TABLE>

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. As a result of the adoption of FSP 115-2, effective January 1, 2009,
net unrealized investment gains (losses) arising during the period also includes
other-than-temporary impairment losses on Available-for-Sale securities related
to factors other than credit that were recognized in other comprehensive income
during the period. Additionally, reclassification of (gains) losses included in
net income contains noncredit other-than-temporary impairment losses that were
previously unrealized, but have been recognized in current period net income due
to their reclassification as credit losses.


                                                                              12
<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

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

<TABLE>
<CAPTION>
                                                                                                     ACCUMULATED OTHER
                                                                           NET                      COMPREHENSIVE INCOME
                                                                       UNREALIZED                  (LOSS) RELATED TO NET
                                                                       INVESTMENT      DEFERRED    UNREALIZED INVESTMENT
                                                                     GAINS (LOSSES)   INCOME TAX       GAINS (LOSSES)
                                                                     --------------   ----------   ---------------------
                                                                                        (IN THOUSANDS)
<S>                                                                  <C>              <C>          <C>
Balance at January 1, 2008                                             $ (52,006)      $ 18,202         $ (33,804)
Net unrealized investment gains (losses) arising during the period       (77,243)        27,035           (50,208)
Reclassification of losses (gains) included in net income                 10,199         (3,570)            6,629
                                                                       ---------       --------         ---------
Balance at June 30, 2008                                               $(119,050)      $ 41,667         $ (77,383)
                                                                       =========       ========         =========
Balance at January 1, 2009                                             $(234,545)      $ 82,091         $(152,454)
Cumulative effect of accounting change                                   (48,760)(1)     17,066           (31,694)
Net unrealized investment gains (losses) arising during the period       152,100        (53,235)           98,865
Reclassification of losses (gains) included in net income                  2,725           (954)            1,771
                                                                       ---------       --------         ---------
Balance at June 30, 2009                                               $(128,480)      $ 44,968         $ (83,512)(2)
                                                                       =========       ========         =========
</TABLE>

(1)  Amount represents the cumulative effect of adopting FSP 115-2 on January 1,
     2009.

(2)  At June 30, 2009, Accumulated Other Comprehensive Income (Loss) Related to
     Net Unrealized Investment Gains (Losses) included $(32.1) million of
     noncredit related impairments and net unrealized securities losses on
     previously impaired securities.

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

<TABLE>
<CAPTION>
                                   THREE MONTHS ENDED   SIX MONTHS ENDED
                                        JUNE 30,            JUNE 30,
                                   ------------------   ------------------
                                     2009      2008       2009      2008
                                   -------   --------   -------   --------
                                     (IN THOUSANDS)       (IN THOUSANDS)
<S>                                <C>       <C>        <C>       <C>
Gross realized gains from sales    $ 3,802   $    104   $ 7,300   $    687
Gross realized losses from sales    (1,604)        (7)   (1,609)      (102)
Impairment losses                   (3,980)   (10,785)   (8,416)   (10,785)
</TABLE>

The $4.0 million and $8.4 million, respectively, of other-than-temporary
impairments recognized in net realized investment losses before income taxes for
the three months and six months ended June 30, 2009 are related to credit losses
in non-agency residential mortgage backed securities.

Available-for-Sale securities by maturity as of June 30, 2009 were as follows:

<TABLE>
<CAPTION>
                                         AMORTIZED COST   FAIR VALUE
                                         --------------   ----------
                                                 (IN THOUSANDS)
<S>                                      <C>              <C>
Due within one year                        $  916,175     $  923,018
Due after one year through five years         741,760        753,606
Due after five years through 10 years          19,668         16,848
Due after 10 years                              8,625          8,636
                                           ----------     ----------
                                            1,686,228      1,702,108
Residential mortgage backed securities      1,587,662      1,442,922
Commercial mortgage backed securities         555,248        562,784
Asset backed securities                       480,170        479,208
Common and preferred stocks                    19,612         11,800
                                           ----------     ----------
   Total                                   $4,328,920     $4,198,822
                                           ==========     ==========
</TABLE>

The expected payments on residential mortgage backed securities, commercial
mortgage backed securities, and asset backed securities may not coincide with
their contractual maturities. As such, these securities, as well as common and
preferred stocks, were not included in the maturities distribution.


                                                                              13

<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

4. FAIR VALUES OF ASSETS AND LIABILITIES

Effective January 1, 2008, ACC adopted SFAS 157, which defines fair value,
establishes a framework for measuring fair value and expands disclosures about
fair value measurements. SFAS 157 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. As a result of adopting SFAS
157, ACC did not record any transition adjustments.

VALUATION HIERARCHY

Under SFAS 157, 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:

<TABLE>
<S>       <C>
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.
</TABLE>

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.

ASSETS

Cash Equivalents

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

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

When available, the fair value of securities is based on quoted prices in active
markets. If quoted prices are not available, fair values are obtained from
nationally-recognized pricing services. Level 1 securities include U.S.
Treasuries. Level 2 securities include agency mortgage backed securities and
certain non-agency mortgage backed securities, asset backed securities,
municipal and corporate bonds and U.S. agency securities. Level 3 securities
include certain non-agency mortgage backed securities and corporate bonds.

Through ACC's own experience transacting in the marketplace and through
discussions with its pricing vendors, ACC believes that the market for certain
non-agency residential mortgage backed securities is inactive. Indicators of
inactive markets include: pricing services' reliance on brokers or discounted
cash flow analyses to provide prices, an increase in the disparity between
prices provided by different pricing services for the same security,
unreasonably large bid-offer spreads and a significant decrease in the volume of
trades relative to historical levels. In certain cases, this market inactivity
has resulted in ACC applying valuation techniques that rely more on an income
approach (discounted cash flows using market rates) than on a market approach
(prices from pricing services). ACC considers market observable yields for other
asset classes it considers to be of similar risk which includes nonperformance
and liquidity for individual securities to set the discount rate for applying
the income approach to certain non-agency residential mortgage backed
securities.

Derivatives (Equity Index Options, Purchased and Written)

The fair values of derivatives that are traded in certain over-the-counter
markets are 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.


                                                                              14

<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

LIABILITIES

Certificate Reserves

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

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

<TABLE>
<CAPTION>
                                                                 JUNE 30, 2009
                                                 --------------------------------------------
                                                 LEVEL 1     LEVEL 2     LEVEL 3      TOTAL
                                                 -------   ----------   --------   ----------
                                                                (IN THOUSANDS)
<S>                                              <C>       <C>          <C>        <C>
Assets
   Cash equivalents                                $ --    $  289,685   $     --   $  289,685
   Available-for-Sale securities:
      Corporate debt securities                      --     1,610,463     30,579    1,641,042
      Residential mortgage backed securities         --       793,085    649,837    1,442,922
      Commercial mortgage backed securities          --       562,784         --      562,784
      Asset backed securities                        --       320,805    158,403      479,208
      U.S. government and agencies obligations      407        60,659         --       61,066
      Common and preferred stocks                    --        11,800         --       11,800
                                                   ----    ----------   --------   ----------
   Total Available-for-Sale securities              407     3,359,596    838,819    4,198,822
   Trading securities                                --       160,504         --      160,504
   Equity index options, purchased                   --        65,976         --       65,976
                                                   ----    ----------   --------   ----------
Total assets at fair value                         $407    $3,875,761   $838,819   $4,714,987
                                                   ====    ==========   ========   ==========
Liabilities
   Certificate reserves                            $ --    $   15,834   $     --   $   15,834
   Equity index options, written                     --        50,660         --       50,660
                                                   ----    ----------   --------   ----------
Total liabilities at fair value                    $ --    $   66,494   $     --   $   66,494
                                                   ====    ==========   ========   ==========
</TABLE>

<TABLE>
<CAPTION>
                                                               DECEMBER 31, 2008
                                                 --------------------------------------------
                                                 LEVEL 1     LEVEL 2     LEVEL 3      TOTAL
                                                 -------   ----------   --------   ----------
                                                                (IN THOUSANDS)
<S>                                              <C>       <C>          <C>        <C>
Assets
   Cash equivalents                                $ --    $1,164,484   $     --   $1,164,484
   Available-for-Sale securities:
      Corporate debt securities                      --     1,541,536     33,653    1,575,189
      Residential mortgage backed securities         --       738,349    465,234    1,203,583
      Commercial mortgage backed securities          --       266,612         --      266,612
      Asset backed securities                        --       153,477     67,552      221,029
      U.S. government and agencies obligations      458         4,609         --        5,067
      Common and preferred stocks                    --        10,923         --       10,923
      State and municipal obligations                --         4,000         --        4,000
                                                   ----    ----------   --------   ----------
   Total Available-for-Sale securities              458     2,719,506    566,439    3,286,403
   Trading securities                                --        16,618         --       16,618
   Equity index options, purchased                   --        23,693         --       23,693
                                                   ----    ----------   --------   ----------
Total assets at fair value                         $458    $3,924,301   $566,439   $4,491,198
                                                   ====    ==========   ========   ==========
Liabilities
   Certificate reserves                            $ --    $    5,007   $     --   $    5,007
   Equity index options, written                     --        18,681         --       18,681
                                                   ----    ----------   --------   ----------
Total liabilities at fair value                    $ --    $   23,688   $     --   $   23,688
                                                   ====    ==========   ========   ==========
</TABLE>


                                                                              15
<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

NOTES TO 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:

<TABLE>
<CAPTION>
                                                                   RESIDENTIAL
                                                       CORPORATE     MORTGAGE       ASSET        OTHER
                                                         DEBT         BACKED       BACKED     STRUCTURED
AVAILABLE-FOR-SALE SECURITIES                         SECURITIES    SECURITIES   SECURITIES   INVESTMENTS     TOTAL
-----------------------------                         ----------   -----------   ----------   -----------   --------
                                                                              (IN THOUSANDS)
<S>                                                   <C>          <C>           <C>          <C>           <C>
Balance, April 1, 2009                                 $30,979     $700,156      $114,600         $--       $845,735
   Total gains (losses) included in:
      Net income                                            --       (3,010)(1)     1,448(2)       --         (1,562)
      Other comprehensive income                           588       25,269         3,449          --         29,306
   Purchases, sales, issuances and settlements, net       (988)     (72,578)       38,906          --        (34,660)
                                                       -------     --------      --------         ---       --------
Balance, June 30, 2009                                 $30,579     $649,837      $158,403         $--       $838,819
                                                       =======     ========      ========         ===       ========
Change in unrealized gains (losses) included in
   net loss relating to Level 3 assets held at
   June 30, 2009                                       $    --     $ (1,929)(3)  $  1,448(2)      $--       $   (481)
                                                       =======     ========      ========         ===       ========
</TABLE>

(1)  Represents a $(4,608) loss included in net realized gain (loss) on
     investments and $1,598 included in investment income in the Statements of
     Operations.

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

(3)  Represents a $(3,980) loss included in net realized gain (loss) on
     investments and $2,051 included in investment income in the Statements of
     Operations.

<TABLE>
<CAPTION>
                                                                   RESIDENTIAL
                                                       CORPORATE     MORTGAGE       ASSET        OTHER
                                                         DEBT         BACKED       BACKED      STRUCTURED
AVAILABLE-FOR-SALE SECURITIES                         SECURITIES    SECURITIES   SECURITIES   INVESTMENTS     TOTAL
-----------------------------                         ----------   -----------   ----------   -----------   --------
                                                                              (IN THOUSANDS)
<S>                                                   <C>          <C>           <C>          <C>           <C>
Balance, April 1, 2008                                 $ 66,017    $298,987      $40,040          $--       $405,044
   Total gains (losses) included in:
      Net loss                                               --     (10,547)(1)      337(2)        --        (10,210)
      Other comprehensive loss                             (537)     (5,628)      (2,042)          --         (8,207)
   Purchases, sales, issuances and settlements, net     (15,958)     33,906        9,041           --         26,989
                                                       --------    --------      -------          ---       --------
Balance, June 30, 2008                                 $ 49,522    $316,718      $47,376          $--       $413,616
                                                       ========    ========      =======          ===       ========
Change in unrealized gains (losses) included in net
   loss relating to Level 3 assets held at
   June 30, 2008                                       $     --    $(10,547)(1)  $   236(3)       $--       $(10,311)
                                                       ========    ========      =======          ===       ========
</TABLE>

(1)  Represents a $(10,785) loss included in net realized loss on investments
     and $238 included in investment income in the Statements of Operations.

(2)  Represents a $101 gain included in net realized gain on investments and
     $236 included in investment income in the Statements of Operations.

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

<TABLE>
<CAPTION>
                                                                   RESIDENTIAL
                                                       CORPORATE     MORTGAGE       ASSET        OTHER
                                                         DEBT         BACKED       BACKED      STRUCTURED
AVAILABLE-FOR-SALE SECURITIES                         SECURITIES    SECURITIES   SECURITIES   INVESTMENTS     TOTAL
-----------------------------                         ----------   -----------   ----------   -----------   --------
                                                                              (IN THOUSANDS)
<S>                                                   <C>          <C>           <C>          <C>           <C>
Balance, January 1, 2009                               $33,653     $465,234      $ 67,552         $--       $566,439
   Total gains (losses) included in:
      Net income                                            --       (5,876)(1)     2,952(2)        8         (2,916)
      Other comprehensive income                         1,192       43,181           689          --         45,062
   Purchases, sales, issuances and settlements, net     (4,266)     147,298        87,210          (8)       230,234
                                                       -------     --------      --------         ---       --------
Balance, June 30, 2009                                 $30,579     $649,837      $158,403         $--       $838,819
                                                       =======     ========      ========         ===       ========
Change in unrealized gains (losses) included in net
   loss relating to Level 3 assets held at
   June 30, 2009                                       $    --     $ (4,903)(3)  $  2,952(2)      $--       $ (1,951)
                                                       =======     ========      ========         ===       ========
</TABLE>

(1)  Represents a $(7,687) loss included in net realized (loss) gain on
     investments and $1,811 included in investment income in the Statements of
     Operations.

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

(3)  Represents a $(7,277) loss included in net realized (loss) gain on
     investments and $2,374 included in investment income in the Statements of
     Operations.


                                                                              16

<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

<TABLE>
<CAPTION>
                                                                   RESIDENTIAL
                                                       CORPORATE     MORTGAGE       ASSET        OTHER
                                                         DEBT         BACKED       BACKED      STRUCTURED
AVAILABLE-FOR-SALE SECURITIES                         SECURITIES    SECURITIES   SECURITIES   INVESTMENTS     TOTAL
-----------------------------                         ----------   -----------   ----------   -----------   --------
                                                                              (IN THOUSANDS)
<S>                                                   <C>          <C>           <C>          <C>           <C>
Balance, January 1, 2008                               $ 67,797    $359,316       $ 42,927        $--       $470,040
   Total gains (losses) included in:
      Net loss                                               --     (10,658)(1)        337(2)      --        (10,321)
      Other comprehensive income (loss)                     723     (51,008)        (3,448)        --        (53,733)
   Purchases, sales, issuances and settlements, net     (18,998)     19,068          7,560         --          7,630
                                                       --------    --------       --------        ---       --------
Balance, June 30, 2008                                 $ 49,522    $316,718       $ 47,376        $--       $413,616
                                                       ========    ========       ========        ===       ========
Change in unrealized gains (losses) included in net
   loss relating to Level 3 assets held at
   June 30, 2008                                       $     --    $(10,658) (1)  $    237(3)     $--       $(10,421)
                                                       ========    ========       ========        ===       ========
</TABLE>

(1)  Represents a $(10,785) loss included in net realized loss on investments
     and $127 included in investment income in the Statements of Operations.


(2)  Represents a $100 gain included in net realized gain on investments and
     $237 included in investment income in the Statements of Operations.

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

During the reporting period, 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 in the table
above with balances of assets and liabilities measured at fair value on a
recurring basis.

<TABLE>
<CAPTION>
                                                JUNE 30, 2009
                                         ---------------------------
                                         CARRYING VALUE   FAIR VALUE
                                         --------------   ----------
                                                (IN THOUSANDS)
<S>                                      <C>              <C>
FINANCIAL ASSETS
   Investments in unaffiliated issuers     $  340,755     $  328,165
FINANCIAL LIABILITIES
   Certificate reserves                    $4,816,697     $4,735,345
</TABLE>

Investments in unaffiliated issuers

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

Below investment grade syndicated bank loans' fair value is determined using
broker quotes.

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 non-performance risk specific
to these liabilities.


                                                                              17

<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

5. DERIVATIVES AND HEDGING ACTIVITIES

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

ACC uses derivatives as economic hedges of equity and interest rate risk related
to various products and transactions of ACC. ACC does not designate any
derivatives for hedge accounting. The following table presents the balance sheet
location and the gross fair value of derivative instruments, including embedded
derivatives at June 30, 2009:

<TABLE>
<CAPTION>
                                                              FAIR VALUE
DERIVATIVES NOT DESIGNATED AS   ---------------------------------------------------------------------
HEDGING INSTRUMENTS             BALANCE SHEET LOCATION    ASSET    BALANCE SHEET LOCATION   LIABILITY
-----------------------------   ----------------------   -------   ----------------------   ---------
                                                            (IN THOUSANDS)
<S>                             <C>                      <C>       <C>                      <C>
EQUITY CONTRACTS
Stock market certificates       Equity index options,              Equity index options,
                                purchased                $65,976   written                   $50,660
Stock market certificates
   embedded derivatives                                       --   Certificate reserves       15,834
                                                         -------                             -------
Total                                                    $65,976                             $66,494
                                                         =======                             =======
</TABLE>

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

The following table presents a summary of the impact of derivatives not
designated as hedging instruments under SFAS No. 133 "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS 133") on the Statement of Operations
for the six months ended June 30, 2009.

<TABLE>
<CAPTION>
                                                                                                AMOUNT OF
                                                                                                 LOSS ON
                                                                                               DERIVATIVES
DERIVATIVES NOT DESIGNATED AS                          LOCATION OF LOSS ON DERIVATIVES        RECOGNIZED IN
HEDGING INSTRUMENTS                                          RECOGNIZED IN INCOME                INCOME
-----------------------------                       --------------------------------------   --------------
                                                                                             (IN THOUSANDS)
<S>                                                 <C>                                      <C>
EQUITY CONTRACTS
   Stock market certificates                        Net provision for certificate reserves      $  1,421
   Stock market certificates embedded derivatives   Net provision for certificate reserves       (10,826)
                                                                                                --------
      Total                                                                                     $ (9,405)
                                                                                                ========
</TABLE>

Ameriprise Stock Market Certificates ("SMC") offer a return based upon the
relative change in a major stock market index between the beginning and end of
the SMC's term. The SMC product contains an embedded derivative. The equity
based return of the certificate must be separated from the host contract and
accounted for as a derivative instrument. As a result of fluctuations in equity
markets, and the corresponding changes in value of the embedded derivative, the
amount of expenses incurred by ACC related to SMC will positively or negatively
impact reported earnings. As a means of hedging its obligations under the
provisions for these certificates, ACC purchases and writes call options on the
S&P 500 Index. ACC views this strategy as a prudent management of equity market
sensitivity, such that earnings are not exposed to undue risk presented by
changes in equity market levels. The gross notional amount of these derivative
contracts was $1.5 million at June 30, 2009. ACC also purchases futures on the
S&P 500 Index to economically hedge its obligations. The futures are
marked-to-market daily and exchange traded, exposing ACC to no counterparty
risk. The gross notional amount of these contracts was $0.3 million at June 30,
2009.

CREDIT RISK

Credit risk associated with ACC's derivatives is the risk that a derivative
counterparty will not perform in accordance with the terms of the applicable
derivative contract. To mitigate such risk, ACC has established guidelines and
oversight of credit risk through a comprehensive enterprise risk management
program that includes members of senior management. Key components of this
program are to require preapproval of counterparties and the use of master
netting arrangements and collateral arrangements wherever practical. ACC does
not currently hold any contracts that contain credit contingent features, which
would allow counterparties to call for additional collateral or settlement of a
contract based on a change in ACC's financial strength. At June 30, 2009, ACC's
credit exposure was immaterial.


                                                                              18
<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

6. COMMITMENTS AND CONTINGENCIES

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

7. INCOME TAXES

ACC's effective tax rate was 36.6% and 36.9% for the three months and six months
ended June 30, 2009, respectively, compared to 33.3% and 33.1% for the three
months and six months ended June 30, 2008, respectively. The effective tax rate
for the six months ended June 30, 2009 reflected the level of current year tax
advantaged items relative to the level of pretax income. The effective tax rate
for the six months ended June 30, 2008 reflected the level of current year tax
advantaged items relative to the level of pretax loss.

As of June 30, 2009 and December 31, 2008, ACC had $4.4 million of gross
unrecognized tax benefits. If recognized, approximately $1.2 million, net of
federal tax benefits, of the unrecognized tax benefits as of June 30, 2009 and
December 31, 2008, would affect the effective tax rate.

ACC recognizes interest and penalties related to unrecognized tax benefits as a
component of the income tax provision. ACC had $1.3 million for the payment of
interest and penalties accrued at June 30, 2009 and December 31, 2008.

It is not expected that the total amounts of unrecognized tax benefits will
change materially in the next 12 months.

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


                                                                              19

<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

ITEM 2.  MANAGEMENT'S NARRATIVE ANALYSIS

The following information should be read in conjunction with Ameriprise
Certificate Company's ("ACC") Financial Statements and related notes presented
in Part I, Item 1. This discussion may contain forward-looking statements that
reflect ACC's plans, estimates and beliefs. Actual results could differ
materially from those discussed in these forward-looking statements. Factors
that could cause or contribute to these differences include, but are not limited
to, those discussed under "Forward-Looking Statements." ACC believes it is
useful to read its management's narrative analysis in conjunction with its
Annual Report on Form 10-K for the year ended December 31, 2008, filed with the
Securities and Exchange Commission ("SEC") on March 3, 2009 ("2008 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. ACC is registered
as an investment company under the Investment Company Act of 1940 (the "1940
Act") 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 profitability has benefited recently from the negative economic credit and
equity market trends as clients have increased their preference for fixed income
investment products as well as the opportunity to reduce crediting rates due to
declining competitor benchmarks. ACC's future profitability is dependent upon
changes in both the economic, credit and equity environments and the competitive
environment. Affiliates of Ameriprise Financial, Inc. and unaffiliated third
parties offer certain competing products which have demonstrated strong appeal
to investors.

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

CRITICAL ACCOUNTING POLICIES

Valuation of Investments

Effective January 1, 2009, ACC early adopted FSP FAS 115-2 and FAS 124-2
"Recognition and Presentation of Other-Than-Temporary Impairments" ("FSP
115-2"). This interpretation significantly changed ACC's accounting policy
regarding the timing and amount of other-than temporary impairments for
Available-for-Sale securities. For information regarding the changes to ACC's
accounting policy, see Note 3 to the Financial Statements.

RECENT ACCOUNTING PRONOUNCEMENTS

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

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008

Net income for the six months ended June 30, 2009 was $11.1 million compared to
a net loss of $7.9 million for the six months ended June 30, 2008, an increase
of $19.0 million, due to clients' increased preference for fixed income
securities and decreased interest crediting rates.

For the six months ended June 30, 2009, investment income increased $22.0
million, or 24% to $113.3 million compared to the same period in 2008. This
increase was primarily the result of an increase in holdings, due to larger
client volumes on average compared to the prior period. This increase was
partially offset by a small decrease in the average rate of returns on
investments.

Investment expenses for the six months ended June 30, 2009 increased $2.6
million, or 16%, to $19.3 million compared to the same period in 2008. This
increase was mainly due to higher contractual fees, due to larger client volumes
on average, compared to the prior year period.

The provision for certificate reserves decreased $3.8 million, or 5%, to $72.3
million for the six months ended June 30, 2009 compared to the same period in
2008. This decrease was due to decreased client crediting rates, partially
offset by an increase in client volumes.

Net realized investment losses before income taxes for the six months ended June
30, 2009 and 2008 were $4.2 million and $10.2 million, respectively. In the six
months ended June 30, 2009, net realized gains from the sales of
Available-for-Sale securities were $5.7 million and other-than-temporary
impairments recognized in earnings were $8.4 million. In the six months ended
June 30, 2008, net realized gains from sales of Available-for-Sale securities
were $0.6 million and other-than-temporary impairments recognized in earnings
were $10.8 million. These other-than-temporary impairment charges primarily
related to credit losses on non-agency residential mortgage backed securities.


                                                                              20

<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

The effective tax rate was 36.9% for the six months ended June 30, 2009 compared
to 33.1% for the six months ended June 30, 2008. The effective tax rate for the
six months ended June 30, 2009 reflected the level of current year tax
advantaged items relative to the level of pretax income. The effective tax rate
for the six months ended June 30, 2008 reflected the level of current year tax
advantaged items relative to the level of pretax loss.

MARKET RISK

Equity market and interest rate fluctuations can have a significant impact on
ACC's results of operations, primarily due to the effects they have on the
spread income generated on ACC's face amount certificate products.

There have been no material changes in ACC's net risk exposure to pretax income
based on its sources of market risk during the six months ended June 30, 2009.

CREDIT RISK

ACC is exposed to credit risk within its investment portfolio, including its
loan portfolio, and through its derivative activities. Credit risk relates to
the uncertainty of an obligor's continued ability to make timely payments in
accordance with the contractual terms of the financial instrument or contract.
ACC considers its total potential credit exposure to each counterparty and its
affiliates to ensure compliance with pre-established credit guidelines at the
time it enters into a transaction which would potentially increase its credit
risk. These guidelines and oversight of credit risk are managed through a
comprehensive enterprise risk management program that includes members of senior
management.

ACC manages the risk of credit-related losses in the event of nonperformance by
counterparties by applying disciplined fundamental credit analysis and
underwriting standards, prudently limiting exposures to lower-quality,
higher-yielding investments, and diversifying exposures by issuer, industry,
region and underlying investment type. ACC remains exposed to occasional adverse
cyclical economic downturns during which default rates may be significantly
higher than the long term historical average used in pricing.

ACC manages its credit risk related to over-the-counter derivatives by entering
into transactions with creditworthy counterparties, maintaining collateral
arrangements and through the use of master netting agreements that provide for a
single net payment to be made by one counterparty to another at each due date
and upon termination. Generally, ACC's current credit exposure on
over-the-counter derivative contracts is limited to a derivative counterparty's
net positive fair value of derivate contracts after taking into consideration
the existence of netting arrangements and any collateral received. This exposure
is monitored and managed to an acceptable threshold level.

Because exchange-traded futures are effected through regulated exchanges, and
positions are marked to market and generally cash settled on a daily basis, ACC
has minimal exposure to credit-related losses in the event of nonperformance by
counterparties to such derivative instruments.

For additional information regarding ACC's sensitivity to market and credit
risk, see "Management's Narrative Analysis" in ACC's 2008 10-K.

FAIR VALUE MEASUREMENTS

ACC reports certain assets and liabilities at fair value; specifically
derivatives, embedded derivatives, and most investments and cash equivalents.
Statement of Financial Accounting Standards No. 157, "Fair Value Measurements"
("SFAS 157") defines fair value, provides a framework for measuring fair value
and expands disclosures about fair value measurements. Fair value assumes the
exchange of assets or liabilities occurs in orderly transactions. SFAS 157 does
not require the use of 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.

Inactive Markets

Through ACC's own experience transacting in the marketplace and through
discussions with its pricing vendors, ACC believes that the market for certain
non-agency residential mortgage backed securities is inactive. Indicators of
inactive markets include: pricing services' reliance on brokers or discounted
cash flow analysis to provide prices, an increase in the disparity between
prices provided by different pricing services for the same security,
unreasonably large bid-offer spreads and a significant decrease in the volume of
trades relative to historical levels. In certain cases, this market inactivity
has resulted in ACC applying valuation techniques that rely more on an income
approach (discounted cash flows using market rates) than on a market approach
(prices from pricing services). ACC considers market observable yields for other
asset


                                                                              21

<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

classes of similar risk which includes nonperformance and liquidity for
individual securities to set the discount rate for applying the income approach
to certain non-agency residential mortgage backed securities. The discount rates
used for the fair value of these securities at June 30, 2009 ranged from 11% to
22%.

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

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

The following table presents as of June 30, 2009, ACC's non-agency residential
mortgage backed and asset backed securities backed by subprime, Alt-A or prime
mortgage loans by credit rating and vintage year (in thousands):

<TABLE>
<CAPTION>
                         AAA                AA                A                BBB            BB & BELOW            TOTAL
                 ------------------ ----------------- ----------------- ----------------- ------------------ ------------------
                 AMORTIZED   FAIR   AMORTIZED   FAIR  AMORTIZED   FAIR  AMORTIZED   FAIR  AMORTIZED   FAIR   AMORTIZED   FAIR
                    COST     VALUE     COST    VALUE     COST    VALUE     COST    VALUE     COST     VALUE     COST     VALUE
                 --------- -------- --------- ------- --------- ------- --------- ------- --------- -------- --------- --------
<S>              <C>       <C>      <C>       <C>     <C>       <C>     <C>       <C>     <C>       <C>      <C>       <C>
SUBPRIME
   2003 & prior  $  1,696  $    885  $    --  $    --  $    --  $    --  $    --  $    --  $     -- $     -- $  1,696  $    885
   2004            11,557     9,873       --       --       --       --   20,170   16,334       828      310   32,555    26,517
   2005            26,296    25,228   38,992   38,738    5,698    5,348    1,609    1,267        --       --   72,595    70,581
   2006                --        --    3,037    2,357       --       --   16,308   14,982        --       --   19,345    17,339
   2007                --        --       --       --       --       --       --       --        --       --       --        --
   2008                --        --       --       --       --       --       --       --        --       --       --        --
Re-Remic(1)        26,055    26,054       --       --       --       --       --       --        --       --   26,055    26,054
                 --------  --------  -------  -------  -------  -------  -------  -------  -------- -------- --------  --------
Total Subprime   $ 65,604  $ 62,040  $42,029  $41,095  $ 5,698  $ 5,348  $38,087  $32,583  $    828 $    310 $152,246  $141,376
                 ========  ========  =======  =======  =======  =======  =======  =======  ======== ======== ========  ========
ALT-A
   2003 & prior  $  6,746  $  6,075  $    --  $    --  $    --  $    --  $    --  $    --  $     -- $     -- $  6,746  $  6,075
   2004            12,076     9,247   10,012    4,783   19,592   14,634    3,696    2,084        --       --   45,376    30,748
   2005             8,182     5,507    6,655    4,595       --       --   12,299    6,476    79,213   51,556  106,349    68,134
   2006                --        --       --       --    8,017    7,650       --       --    41,932   29,378   49,949    37,028
   2007                --        --       --       --       --       --       --       --    62,793   38,437   62,793    38,437
   2008                --        --       --       --       --       --       --       --        --       --       --        --
                 --------  --------  -------  -------  -------  -------  -------  -------  -------- -------- --------  --------
Total Alt-A      $ 27,004  $ 20,829  $16,667  $ 9,378  $27,609  $22,284  $15,995  $ 8,560  $183,938 $119,371 $271,213  $180,422
                 ========  ========  =======  =======  =======  =======  =======  =======  ======== ======== ========  ========
PRIME
   2003 & prior  $ 41,560  $ 39,716  $    --  $    --  $    --  $    --  $    --  $    --  $     -- $     -- $ 41,560  $ 39,716
   2004            78,936    61,109   22,841   12,619    3,369    1,502    3,618    1,931        --       --  108,764    77,161
   2005            91,701    65,395       --       --       --       --   18,752   14,811    24,085   18,324  134,538    98,530
   2006                --        --       --       --    4,988    3,983       --       --        --       --    4,988     3,983
   2007                --        --       --       --       --       --       --       --    14,257   13,726   14,257    13,726
   2008                --        --       --       --       --       --       --       --        --       --       --        --
Re-Remic(1)       235,457   236,297       --       --       --       --       --       --        --       --  235,457   236,297
                 --------  --------  -------  -------  -------  -------  -------  -------  -------- -------- --------  --------
Total Prime      $447,654  $402,517  $22,841  $12,619  $ 8,357  $ 5,485  $22,370  $16,742  $ 38,342 $ 32,050 $539,564  $469,413
                 ========  ========  =======  =======  =======  =======  =======  =======  ======== ======== ========  ========
GRAND TOTAL      $540,262  $485,386  $81,537  $63,092  $41,664  $33,117  $76,452  $57,885  $223,108 $151,731 $963,023  $791,211
                 ========  ========  =======  =======  =======  =======  =======  =======  ======== ======== ========  ========
</TABLE>

(1)  Re-Remics of mortgage backed securities are prior vintages with cash flows
     structured into senior and subordinated bonds. Credit enhancement on
     senior bonds is increased through the Re-Remic process. All senior bonds
     are rated AAA by Moody's, S&P, or Fitch. ACC did not have any exposure to
     subordinate tranches as of June 30, 2009.


                                                                              22

<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements, that reflect ACC's plans,
estimates and beliefs. ACC's 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," 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. ACC
cautions the reader that the foregoing list of factors is not exhaustive. There
may be other risks that ACC is unable to predict at this time that may cause
actual results to differ materially from those in forward-looking 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. The
foregoing list of factors should be read in conjunction with the "Risk Factors"
discussion included in Part I, Item 1A of ACC's 2008 10-K.

ITEM 4T. CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

ACC maintains disclosure controls and procedures (as defined in Rules 13a-15(e)
and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) designed to provide reasonable assurance that the information required to
be reported in the Exchange Act filings is recorded, processed, summarized and
reported within the time periods specified 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.

In the fourth quarter of 2008, ACC's management determined that ACC's disclosure
controls and procedures were ineffective. ACC determined that it did not have
sufficient controls in place to prevent or detect errors created through the
usage of an end-user computing application, which is used to perform
valuation/impairment analysis of certain investment instruments. This control
deficiency could result in a material misstatement of significant accounts or
disclosures that would result in a material misstatement to ACC's interim or
annual financial statements that would not be prevented or detected.

Steps have been taken during the period ended June 30, 2009 to remediate the
above-referenced material weakness that first was identified in December 2008.
New controls over financial reporting have been implemented and are operating
effectively at June 30, 2009. ACC's management considers the material weakness
to be fully remediated.

ACC's management, with the participation of its Chief Executive Officer and
Chief Financial Officer, evaluated the effectiveness of the 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, 2009.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

Except as described above, there have not been any other 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.


                                                                              23

<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY
                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The information set forth in Note 6 to the Financial Statements in Part 1, 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 2008 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.


                                                                              24

<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

SIGNATURES

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

                                        AMERIPRISE CERTIFICATE COMPANY
                                        (Registrant)


Date: August 3, 2009                    By /s/ William F. Truscott
                                           -------------------------------------
                                           William F. Truscott
                                           Chief Executive Officer


Date: August 3, 2009                    By /s/ Ross P. Palacios
                                           -------------------------------------
                                           Ross P. Palacios
                                           Chief Financial Officer


                                                                              25

<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

EXHIBIT INDEX

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

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

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

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

----------
*    Filed electronically herewith.


                                                                             E-1