<PAGE>

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

                                    FORM 10-Q

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

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2007

                                       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. 2-23772

                         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>
     52 AMERIPRISE FINANCIAL CENTER,                       55474
          MINNEAPOLIS, MINNESOTA                         (Zip Code)
(Address of principal executive offices)
</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 is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.

 Large Accelerated Filer [ ]   Accelerated Filer [ ]   Non-Accelerated Filer [X]

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

                                                                Yes [ ]   No [X]

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

<TABLE>
<CAPTION>
                 CLASS                    OUTSTANDING AT MAY 10, 2007
                 -----                    ---------------------------
<S>                                       <C>
Common Shares (par value $10 per share)          150,000 shares
</TABLE>

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

<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

                                    FORM 10-Q

                                      INDEX

<TABLE>
<CAPTION>
                                                                        PAGE NO.
                                                                        --------
<S>                                                                     <C>
Part I.  Financial Information:
         Item 1.  Financial Statements
                  Statements of Income - Three months ended
                     March 31, 2007 and 2006.........................       1
                  Balance Sheets - March 31, 2007 and
                     December 31, 2006...............................       2
                  Statements of Cash Flows - Three months ended
                     March 31, 2007 and 2006.........................       3
                  Statements of Comprehensive Income (Loss) - Three
                     months ended March 31, 2007 and 2006............       4
                  Notes to Financial Statements......................     5-7
         Item 2.  Management's Narrative Analysis....................       8
         Item 4T. Controls and Procedures............................       9
Part II. Other Information:
         Item 1.  Legal Proceedings..................................      10
         Item 1A. Risk Factors.......................................      10
         Item 6.  Exhibits...........................................      10
         Signatures..................................................      11
         Exhibit Index...............................................     E-1
</TABLE>
<PAGE>

PART I. FINANCIAL INFORMATION
ITEM I. FINANCIAL STATEMENTS

                         AMERIPRISE CERTIFICATE COMPANY

                        STATEMENTS OF INCOME (UNAUDITED)
                                 (in thousands)

<TABLE>
<CAPTION>
                                                       THREE MONTHS ENDED
                                                            MARCH 31,
                                                      ---------------------
                                                         2007        2006
                                                      ----------   --------
<S>                                                   <C>          <C>
Investment income .................................     $60,872     $75,805
Investment expenses ...............................       9,474      10,295
                                                        -------     -------
Net investment income before provision for
   certificate reserves and income taxes ..........      51,398      65,510

Provision for certificate reserves ................      50,884      54,663
                                                        -------     -------
Net investment income before income tax
   provision ......................................         514      10,847
Income tax (benefit) provision ....................        (682)      3,763
                                                        -------     -------
Net investment income .............................       1,196       7,084
                                                        -------     -------
Net realized investment gains (losses) before
   income taxes ...................................          79      (2,069)
Income tax provision (benefit) ....................          28        (724)
                                                        -------     -------
Net realized gain (loss) on investments ...........          51      (1,345)
                                                        -------     -------
Net income ........................................     $ 1,247     $ 5,739
                                                        =======     =======
</TABLE>

See Notes to Financial Statements.


                                        1

<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

                                 BALANCE SHEETS
                        (in thousands, except share data)


<TABLE>
<CAPTION>
                                                       MARCH 31,    DECEMBER 31,
                                                          2007          2006
                                                      -----------   ------------
                                                      (UNAUDITED)
<S>                                                   <C>           <C>
ASSETS
Qualified Assets
   Cash and cash equivalents ......................    $  123,138    $  174,247
   Investments in unaffiliated issuers ............     4,574,516     4,668,818
   Equity index options, purchased ................        85,478       103,806
   Receivables ....................................        33,831        34,384
                                                       ----------    ----------
Total qualified assets ............................     4,816,963     4,981,255
                                                       ----------    ----------
Other Assets
   Deferred taxes, net ............................        60,594        72,138
   Current taxes receivable from parent ...........         2,412            --
   Due from other affiliates ......................            --            94
                                                       ----------    ----------
Total other assets ................................        63,006        72,232
                                                       ----------    ----------
Total assets ......................................    $4,879,969    $5,053,487
                                                       ==========    ==========
LIABILITIES AND SHAREHOLDER'S EQUITY
Liabilities
   Certificate reserves ...........................    $4,560,935    $4,719,602
   Equity index options, written ..................        40,215        55,794
   Amounts due to brokers .........................         5,331         1,830
   Accounts payable and accrued liabilities .......        44,577        46,709
   Current taxes payable to parent ................            --            41
                                                       ----------    ----------
Total liabilities .................................     4,651,058     4,823,976
                                                       ----------    ----------
Shareholder's equity
   Common shares ($10 par value, 150,000 shares
      authorized and issued) ......................         1,500         1,500
   Additional paid-in capital .....................       260,686       274,115
   Retained earnings ..............................         3,164         3,488
   Accumulated other comprehensive loss, net of
      tax .........................................       (36,439)      (49,592)
                                                       ----------    ----------
Total shareholder's equity ........................       228,911       229,511
                                                       ----------    ----------
Total liabilities and shareholder's equity ........    $4,879,969    $5,053,487
                                                       ==========    ==========
</TABLE>

See Notes to Financial Statements.


                                        2
<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

                      STATEMENTS OF CASH FLOWS (UNAUDITED)
                                 (in thousands)
<TABLE>
<CAPTION>
                                                             THREE MONTHS ENDED
                                                                 MARCH 31,
                                                           ---------------------
                                                             2007         2006
                                                           ---------   ---------
<S>                                                        <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income..............................................   $   1,247   $   5,739
Adjustments to reconcile net income to net cash
   provided by operating activities:
   Interest added to certificate loans..................         (79)        (79)
   Amortization of premiums, accretion of discounts,
      net...............................................       2,497       3,076
   Deferred taxes, net..................................       2,617      (3,424)
   Net realized investment (gains) losses before income
      tax provision.....................................         (79)      2,069
Changes in other operating assets and liabilities:
   Equity index options purchased and written, net......       2,749      (5,196)
   Due (from) to parent - federal income taxes..........      (2,453)      1,906
   Dividends and interest receivable....................       1,147       1,891
   Other assets and liabilities, net....................          15      (2,935)
                                                           ---------   ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES...............       7,661       3,047
                                                           ---------   ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Available-for-Sale securities:
   Sales................................................      14,143     157,446
   Maturities and redemptions...........................     169,739     221,229
   Purchases............................................     (78,051)     (7,033)
Other investments:
   Sales................................................       1,677       3,577
   Maturities and redemptions...........................      22,749      24,046
   Purchases............................................     (18,215)    (42,808)
Certificate loans:
   Payments.............................................         235         600
   Fundings.............................................        (146)       (270)
Changes in amounts due to and from brokers, net.........       2,207     (36,260)
                                                           ---------   ---------
NET CASH PROVIDED BY INVESTING ACTIVITIES...............     114,338     320,527
                                                           ---------   ---------
CASH FLOWS FROM FINANCING ACTIVITIES
   Payments from certificate owners.....................     238,347     470,889
   Provision for certificate reserves...................      50,884      54,663
   Certificate maturities and cash surrenders...........    (447,339)   (993,226)
   Proceeds from reverse repurchase agreements..........          --     133,000
   Payments on reverse repurchase agreements............          --     (73,000)
   Dividend/return of capital to parent.................     (15,000)    (35,000)
                                                           ---------   ---------
NET CASH USED IN FINANCING ACTIVITIES...................    (173,108)   (442,674)
                                                           ---------   ---------
NET DECREASE IN CASH AND CASH EQUIVALENTS...............     (51,109)   (119,100)
Cash and cash equivalents beginning of period...........     174,247     119,100
                                                           ---------   ---------
CASH AND CASH EQUIVALENTS END OF PERIOD.................   $ 123,138   $      --
                                                           =========   =========
SUPPLEMENTAL DISCLOSURES INCLUDING NON-CASH TRANSACTIONS:
   Cash (refunded) paid for income taxes................   $  (2,589)  $   4,534
   Certificate maturities and surrenders through loan
      reductions........................................         559         649
</TABLE>

See Notes to Financial Statements.


                                        3

<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

              STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                   THREE MONTHS ENDED
                                                                        MARCH 31,
                                                                   ------------------
                                                                     2007      2006
                                                                   -------   --------
<S>                                                                <C>       <C>
Net income......................................................   $ 1,247   $  5,739
OTHER COMPREHENSIVE INCOME (LOSS)
   Unrealized gains (losses) on Available-for-Sale
      securities:
      Unrealized holding gains (losses) arising during
         the period.............................................    20,796    (35,839)
      Income tax expense (benefit)..............................     7,596    (12,544)
                                                                   -------   --------
         Net unrealized holding gains (losses) arising during
            the period..........................................    13,200    (23,295)
                                                                   -------   --------
      Reclassification adjustment for (gains) losses included in
         net income.............................................       (72)     2,109
      Income tax (expense) benefit..............................       (25)       738
                                                                   -------   --------
         Net reclassification adjustment for (gains) losses
            included in net income..............................       (47)     1,371
                                                                   -------   --------
Net unrealized gains (losses) on Available-for-Sale securities..    13,153    (21,924)
                                                                   -------   --------
NET OTHER COMPREHENSIVE INCOME (LOSS)...........................    13,153    (21,924)
                                                                   -------   --------
TOTAL COMPREHENSIVE INCOME (LOSS)...............................   $14,400   $(16,185)
                                                                   =======   ========
</TABLE>

See Notes to Financial Statements.


                                        4

<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, 2006, filed with the Securities and Exchange Commission
("SEC") on March 1, 2007. Certain reclassifications of prior period amounts have
been made to conform to the current presentation.

SEPARATION OF AMERIPRISE FINANCIAL

Ameriprise Financial was formerly a wholly-owned subsidiary of American Express
Company ("American Express"). On February 1, 2005, the American Express Board of
Directors announced its intention to pursue the disposition of 100% of its
shareholdings in Ameriprise Financial (the "Separation") through a tax-free
distribution to American Express shareholders. Effective as of the close of
business on September 30, 2005, American Express completed the Separation and
distribution of Ameriprise Financial common shares to American Express
shareholders (the "Distribution").

During the third quarter of 2005, ACC agreed with American Express Bank Limited
("AEB"), a subsidiary of American Express, to execute an orderly wind-down of
the certificate business marketed through AEB and American Express Bank
International ("AEBI"). This agreement was effected through amendments to the
existing contracts with AEB and AEBI. Under these amendments, as of October 1,
2005 AEB and AEBI no longer market or offer ACC certificate products; however,
compensation at reduced rates will continue to be paid to AEB and AEBI under the
agreements until the earlier of the date upon which the business sold or
marketed previously by AEB and AEBI no longer remains in effect or termination
of the agreements. The amount of certificate reserves associated with this
business was approximately nil and $4.4 million as of March 31, 2007 and
December 31, 2006, respectively.

2.   RECENT ACCOUNTING PRONOUNCEMENTS

In February 2007, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 159, "The Fair Value
Option for Financial Assets and Financial Liabilities - Including an amendment
of FASB Statement No. 115" ("SFAS 159"). SFAS 159 permits entities to choose to
measure many financial instruments and certain other items at fair value that
are not currently required to be measured at fair value. The objective of SFAS
159 is to improve financial reporting by providing entities with the opportunity
to mitigate volatility in reported earnings caused by measuring related assets
and liabilities differently without having to apply complex hedge accounting
provisions. SFAS 159 requires entities to report unrealized gains and losses on
items for which the fair value option has been elected in earnings at each
subsequent reporting date. SFAS 159 also establishes presentation and disclosure
requirements. SFAS 159 is effective as of the beginning of an entity's first
fiscal year that begins after November 15, 2007. The Company is currently
evaluating whether or not it will elect to adopt SFAS 159.

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. SFAS 157 is effective for fiscal years beginning after November
15, 2007, and interim periods within those fiscal years. 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 which will require retrospective application
of SFAS 157. The transition adjustment, if any, will be recognized as a
cumulative-effect adjustment to the opening balance of retained earnings for the
fiscal year of adoption. The Company is currently evaluating the impact of SFAS
157 on its results of operations and financial condition.


                                        5

<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

              NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)


2.   RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

In June 2006, the FASB issued FASB Interpretation No. 48, "Accounting for
Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109" ("FIN
48"). FIN 48 clarifies the accounting for uncertainty in income taxes recognized
in accordance with FASB Statement No. 109, "Accounting for Income Taxes." FIN 48
prescribes a recognition threshold and measurement attribute for the financial
statement recognition and measurement of a tax position taken or expected to be
taken in a tax return. FIN 48 also provides guidance on derecognition,
classification, interest and penalties, accounting in interim periods,
disclosure and transition. Effective January 1, 2007, ACC adopted the provisions
of FIN 48, which did not have an effect on ACC's balance sheet or statement of
income.

In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid
Financial Instruments" ("SFAS 155"). SFAS 155 amends SFAS No. 133, "Accounting
for Derivative Instruments and Hedging Activities" ("SFAS 133") and SFAS 140,
"Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities" ("SFAS 140"). SFAS 155: (i) permits fair value remeasurement for
any hybrid financial instrument that contains an embedded derivative that
otherwise would require bifurcation; (ii) clarifies which interest-only and
principal-only strips are not subject to the requirements of SFAS 133; (iii)
establishes a requirement to evaluate interests in securitized financial assets
to identify interests that are freestanding derivatives or that are hybrid
financial instruments that contain an embedded derivative requiring bifurcation;
(iv) clarifies that concentrations of credit risk in the form of subordination
are not embedded derivatives; and (v) amends SFAS 140 to eliminate the
prohibition on a qualifying special-purpose entity from holding a derivative
financial instrument that pertains to a beneficial interest other than another
derivative financial instrument. The Company adopted SFAS 155 as of January 1,
2007. The effect of adopting SFAS 155 was not material to ACC's results of
operations and financial condition.

3.   INVESTMENTS IN UNAFFILIATED ISSUERS

Investments in unaffiliated issuers were:

<TABLE>
<CAPTION>
                                                        MARCH 31,   DECEMBER 31,
                                                           2007         2006
                                                       ----------   ------------
                                                             (in thousands)
<S>                                                    <C>          <C>
Available-for-Sale securities, at fair value
   (amortized cost: 2007, $4,220,318; 2006,
   $4,328,549) .....................................   $4,162,902    $4,250,409
First mortgage loans on real estate and
   other loans, at cost (fair value: 2007,
   $416,657; 2006, $421,526) .......................      402,657       408,883
Certificate loans - secured by certificate
   reserves, at cost, which approximates fair
   value ...........................................        8,957         9,526
                                                       ----------    ----------
Total ..............................................   $4,574,516    $4,668,818
                                                       ==========    ==========
</TABLE>

Gross realized investment gains and losses on Available-for-Sale securities and
other-than-temporary impairment losses on Available-for-Sale securities included
in net realized investment gains (losses) before income taxes were as follows:

<TABLE>
<CAPTION>
                                                              THREE MONTHS ENDED
                                                                   MARCH 31,
                                                              ------------------
                                                                 2007    2006
                                                                -----   -------
                                                                 (in thousands)
<S>                                                             <C>     <C>
Gross realized investment gains............................     $ 886   $   467
Gross realized investment losses...........................     $(814)  $(2,576)
</TABLE>


                                        6

<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

              NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

4.   COMMITMENTS AND CONTINGENCIES

ACC had no commitments to fund first mortgage loans on real estate at March 31,
2007 and December 31, 2006. ACC holds the mortgage document for all outstanding
mortgages, which gives it the right to take possession of the property if the
borrower fails to perform according to the terms of the agreements. ACC employs
policies and procedures designed to ensure the creditworthiness of the borrowers
and that funds will be available on the funding date. ACC's investments in first
mortgage loans on real estate are restricted to 80 percent or less of the market
value of the real estate at the time of the loan funding.

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.

5.   INCOME TAXES

The effective tax rate was (110.3)% for the three months ended March 31, 2007
compared to 34.6% for the three months ended March 31, 2006. The effective tax
rate for the three months ended March 31, 2007 was impacted by a $0.9 million
tax benefit related to the settlement of taxes for capital losses in prior
years.

Effective January 1, 2007, ACC adopted the provisions of FIN 48, which did not
have an effect on ACC's balance sheet or statement of income. As of the date of
adoption, ACC had $4.0 million of gross unrecognized tax benefits. If
recognized, approximately $0.8 million, net of federal tax benefits, would
affect the effective tax rate.

ACC recognizes interest and penalties related to unrecognized tax benefits as a
component of the income tax provision. ACC recognized interest and penalties of
$0.1 million for the three months ended March 31, 2007. ACC had $0.7 million and
$0.8 million for the payment of interest and penalties accrued at January 1,
2007 and March 31, 2007, respectively.

It is not expected that the total amounts of unrecognized tax benefits will
change in the next 12 months. However, there are a number of open audits and
quantification of a range cannot be made at this time.

ACC files income tax returns in the U.S. federal jurisdiction, and various state
jurisdictions. With few exceptions, the Company is no longer subject to U.S.
federal or state and local income tax examinations by tax authorities for years
before 1997. The Internal Revenue Service ("IRS"), as part of the overall
examination of the American Express Company consolidated return, commenced an
examination of ACC's U.S. income tax returns for 1997 through 2002 in the third
quarter of 2005. In the first quarter of 2007, the IRS expanded the period of
the examination to include 2003 through 2004. ACC's state income tax returns are
currently under examination by various jurisdictions for years ranging from 1998
through 2005.


                                        7

<PAGE>

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 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, 2006, filed with the Securities and
Exchange Commission ("SEC") on March 1, 2007, as well as its current reports on
Form 8-K and other publicly available information.

ACC is a wholly-owned subsidiary of Ameriprise Financial, Inc. ("Ameriprise
Financial"). ACC is registered as an investment company under the Investment
Company Act of 1940 (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 follows U.S. generally accepted accounting principles ("GAAP"). Certain
reclassifications of prior period amounts have been made to conform to the
current presentation.

ACC's profitability has declined in recent periods largely due to the
competitive context and the current interest rate environment. Affiliates of
Ameriprise Financial and unaffiliated third parties offer certain competing
products which have demonstrated strong appeal to investors.

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

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2007 AND 2006

For the three months ended March 31, 2007, investment income decreased $14.9
million, or 19.7 percent compared to the same period last year. This was mainly
a result of a reduction in holdings, due to lower client volumes, which included
the effect of the AEB and AEBI business wind-down. The decrease was also
attributed to smaller gains on equity index options due to the effect of lower
appreciation during first quarter 2007 than in 2006 in the S&P 500 on the value
of options hedging outstanding Stock Market Certificates. The overall decrease
was slightly offset by a small increase in the average rate of returns on
investments.

Investment expenses for the three months ended March 31, 2007 decreased $0.8
million, or 8.0 percent compared to the same period in 2006. The decrease is
mainly due to lower distribution fees being paid to AEB and AEBI as a result of
the business wind-down of AEB and AEBI. This decrease was partially offset by an
increase in transfer agent fees paid to RiverSource Service Corporation, an
affiliate of ACC, due to a revised transfer agent agreement effective in the
first quarter of 2007.

The provision for certificate reserves decreased $3.8 million or 6.9 percent due
to lower stock market participation costs resulting from a decrease in volumes
and lower equity market appreciation in the first quarter of 2007 compared to
the first quarter of 2006. These decreases were partially offset by higher
client crediting rates due to higher short-term interest rates and an increase
in additional credits and interest authorized by ACC on fully-paid certificates.

For the three months ended March 31, 2007 and 2006, $0.9 million and $0.5
million of total investment gains were offset by $0.8 million and $2.6 million
of investment losses, respectively. Virtually all the realized gains and losses
were from sales of securities classified as Available-for-Sale.

The effective tax rate was (110.3)% for the three months ended March 31, 2007
compared to 34.6% for the three months ended March 31, 2006. The effective tax
rate for the three months ended March 31, 2007 was impacted by a $0.9 million
tax benefit related to the settlement of taxes for capital losses in prior
years.

RECENT ACCOUNTING PRONOUNCEMENTS

For information regarding recent accounting pronouncements and their expected
impact on our future results of operations or financial condition, see Note 2 to
the Financial Statements.


                                        8

<PAGE>

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements, which are subject to risks and
uncertainties. 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.
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. Such
forward-looking statements involve known and unknown risks, uncertainties and
other important factors, which could cause actual results, performance or
achievements to differ materially from future results, performance or
achievements. These statements are not guarantees or indicative of future
performance. Important assumptions and other important factors that could cause
actual results to differ materially from those forward-looking statements
include, but are not limited to, those factors, risks and uncertainties
described in "Item 1A-Risk Factors" and elsewhere in ACC's Annual Report on Form
10-K. Our future financial condition and results of operations, as well as any
forward-looking statements contained in this report are made only as of the date
hereof. ACC undertakes no obligation to update or revise any forward-looking
statements.

ITEM 4T. CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

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

ACC's management, with the participation of its Chief Executive Officer and
Chief Financial Officer, evaluated the effectiveness of ACC's disclosure
controls and procedures as of the end of the period covered by this report.
Based upon that evaluation, ACC's Chief Executive Officer and Chief Financial
Officer have concluded that ACC's disclosure controls and procedures were
effective at a reasonable level of assurance as of March 31, 2007.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

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


                                        9

<PAGE>


PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The information set forth in Note 4 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 the Company's Annual Report on Form 10-K for the year ended December 31,
2006 filed with the SEC on March 1, 2007.

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.


                                       10

<PAGE>

                                   SIGNATURES

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

                                        AMERIPRISE CERTIFICATE COMPANY
                                        (Registrant)


Date: May 10, 2007                      By /s/ William F. Truscott
                                           -------------------------------------
                                           William F. Truscott
                                           Chief Executive Officer


Date: May 10, 2007                      By /s/ Brian J. McGrane
                                           -------------------------------------
                                           Brian J. McGrane
                                           Chief Financial Officer


                                       11

<PAGE>

                                  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 Brian J. McGrane pursuant to Rule 13a-14(a)
          promulgated under the Securities Exchange Act of 1934, as amended.

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


                                       E-1