<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, 2010

                                       OR

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


FOR THE TRANSITION PERIOD FROM ______________________ TO ______________________

                          COMMISSION FILE NO. 811-00002

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

<TABLE>
<S>                                       <C>
             DELAWARE                                 41-6009975
(State or other jurisdiction of           (I.R.S. Employer 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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T
(Section 232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
Yes [ ] No [ ]

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

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

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [_] No [X]

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

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

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

<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

FORM 10-Q

INDEX

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

   Item 1.  Financial Statements
            Statements of Operations - Three months and six months
               ended June 30, 2010 and 2009...............................     3
            Balance Sheets - June 30, 2010 and December 31, 2009..........     4
            Statements of Cash Flows - Six months ended June 30, 2010
               and 2009...................................................     5
            Statements of Shareholder's Equity - Six months ended
               June 30, 2010 and 2009.....................................     6
            Notes to Financial Statements.................................     7
   Item 2.  Management's Narrative Analysis...............................    19
   Item 4T. Controls and Procedures.......................................    22

Part II. Other Information:
   Item 1.  Legal Proceedings.............................................    23
   Item 1A. Risk Factors..................................................    23
   Item 6.  Exhibits......................................................    23
   Signatures ............................................................    24
   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          SIX MONTHS
                                                      ENDED JUNE 30,       ENDED JUNE 30,
                                                    ------------------   -------------------
                                                     2010       2009       2010       2009
                                                    -------   --------   --------   --------
<S>                                                 <C>       <C>        <C>        <C>
Investment income                                   $39,677    $61,795  $ 84,132   $113,279
Investment expenses                                   7,538      8,863    16,058     19,311
                                                    -------    -------  --------   --------
Net investment income before provision
   for certificate reserves and income taxes         32,139     52,932    68,074     93,968
Net provision for certificate reserves               13,733     33,604    30,729     72,261
                                                    -------    -------  --------   --------
Net investment income before income taxes            18,406     19,328    37,345     21,707
Income tax expense                                    6,832      7,042    13,753      7,928
                                                    -------    -------  --------   --------
Net investment income                                11,574     12,286    23,592     13,779
Net realized gain (loss) on investments               1,310     (2,453)    5,121     (4,172)
Income tax expense (benefit)                            458       (859)    1,792     (1,460)
                                                    -------    -------  --------   --------
Net realized gain (loss) on investments                 852     (1,594)    3,329     (2,712)
                                                    -------    -------  --------   --------
NET INCOME                                          $12,426    $10,692  $ 26,921   $ 11,067
                                                    =======    =======  ========   ========
Supplemental Disclosures:
Net realized gain (loss) on investments:
Net realized gain on investments before
   impairment losses on securities                  $ 1,310    $ 1,527  $  7,691   $  4,244
                                                    -------    -------  --------   --------
Total other-than-temporary impairment losses on
   securities                                            --     (8,363)   (4,662)    (9,674)
Portion of loss recognized in other comprehensive
   income                                                --      4,383     2,092      1,258
                                                    -------    -------  --------   --------
Net impairment losses recognized in net realized
   gain (loss) on investments                            --     (3,980)   (2,570)    (8,416)
                                                    -------    -------  --------   --------
Total net realized gain (loss) on investments       $ 1,310    $(2,453) $  5,121   $ (4,172)
                                                    =======    =======  ========   ========
</TABLE>

See Notes to Financial Statements.

                                                                               3

<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

                                 BALANCE SHEETS
                        (IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                        JUNE 30,    DECEMBER 31,
                                                          2010         2009
                                                       ----------   -----------
                                                       (UNAUDITED)
<S>                                                    <C>          <C>
ASSETS
Qualified Assets
   Cash equivalents                                    $  242,377   $  309,183
   Investments in unaffiliated issuers                  3,380,302    3,960,440
   Receivables                                             44,750       39,630
   Equity derivatives, purchased                           37,296      166,392
                                                       ----------   ----------
Total qualified assets                                  3,704,725    4,475,645
   Deferred taxes, net                                     41,444       70,793
   Current taxes receivable from parent                     5,165           62
                                                       ----------   ----------
Total other assets                                         46,609       70,855
                                                       ----------   ----------
Total assets                                           $3,751,334   $4,546,500
                                                       ==========   ==========
LIABILITIES AND SHAREHOLDER'S EQUITY
Liabilities
   Certificate reserves                                $3,481,477   $4,108,272
   Current taxes payable to parent                             --       18,117
   Payable for investment securities purchased             32,318        1,207
   Equity derivatives, written                             26,654      140,996
   Accounts payable and accrued liabilities                24,580       32,710
                                                       ----------   ----------
Total liabilities                                       3,565,029    4,301,302

Shareholder's Equity
   Common shares ($10 par value, 150,000 shares
      authorized and issued)                                1,500        1,500
   Additional paid-in capital                             204,592      297,964
   Total retained earnings (accumulated deficit)            3,935       (6,358)
   Accumulated other comprehensive loss, net of tax       (23,722)     (47,908)
                                                       ----------   ----------
Total shareholder's equity                                186,305      245,198
                                                       ----------   ----------
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY             $3,751,334   $4,546,500
                                                       ==========   ==========
</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,
                                                       -------------------------
                                                          2010           2009
                                                       -----------   -----------
<S>                                                    <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                             $    26,921   $    11,067
Adjustments to reconcile net income to net cash
   provided by (used in) operating activities:
   Interest added to certificate loans                         (93)         (105)
   Amortization of premiums, acccretion of discounts,
      net                                                   (1,700)       (2,536)
   Deferred taxes, net                                      16,326        (6,149)
   Net realized loss on investments                          1,000         3,263
   Provision for loan loss                                  (6,121)        1,000
Changes in other operating assets and liabilities:
   Trading securities, net                                      --      (143,886)
   Dividends and interest receivable                         5,211        (2,463)
   Certificate reserves, net                               (16,401)        8,882
   Due to (from) parent for income taxes                   (23,220)       16,852
   Derivatives, net                                         14,754       (10,304)
   Derivatives collateral, net                             (12,455)        4,096
Other, net                                                   4,332        17,278
                                                       -----------   -----------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES          8,554      (103,005)
                                                       -----------   -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Available-for-Sale securities:
   Sales                                                    44,986       261,397
   Maturities and redemptions                              941,753       639,011
   Purchases                                              (402,270)   (1,668,880)
Below investment grade syndicated bank loans and
   commercial mortgage loans:
   Sales                                                    21,255         1,112
   Maturities and redemptions                               39,396        22,474
   Purchases                                                  (146)         (132)
Certificate loans:
   Payments                                                    388           419
   Fundings                                                   (328)         (255)
                                                       -----------   -----------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES        645,034      (744,854)
                                                       -----------   -----------
CASH FLOWS FROM FINANCING ACTIVITIES
   Payments from certificate owners                        479,336     1,706,455
   Certificate maturities and cash surrenders           (1,089,730)   (1,768,395)
   Capital contribution from parent                             --        35,000
   Dividend/return of capital to parent                   (110,000)           --
                                                       -----------   -----------
NET CASH USED IN FINANCING ACTIVITIES                     (720,394)      (26,940)
                                                       -----------   -----------
NET DECREASE IN CASH EQUIVALENTS                           (66,806)     (874,799)
   Cash equivalents at beginning of period                 309,183     1,164,484
                                                       -----------   -----------
CASH EQUIVALENTS AT END OF PERIOD                      $   242,377   $   289,685
                                                       ===========   ===========
SUPPLEMENTAL DISCLOSURES INCLUDING NON-CASH
   TRANSACTIONS:
Cash paid (received) for income taxes                  $    21,866   $    (6,769)
Certificate maturities and surrenders through
   loan reductions                                             878           902
</TABLE>

See Notes to Financial Statements.


                                                                               5

<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

                 STATEMENTS OF SHAREHOLDER'S EQUITY (UNAUDITED)
                     SIX MONTHS ENDED JUNE 30, 2010 AND 2009

<TABLE>
<CAPTION>
                                                                   RETAINED EARNINGS (ACCUMULATED DEFICIT)
                                                                   ---------------------------------------
                                                                   APPROPRIATED APPROPRIATED
                                                                        FOR         FOR                     ACCUMULATED
                                                                   PRE-DECLARED  ADDITIONAL                    OTHER
                                       NUMBER OF        ADDITIONAL  ADDITIONAL  INTEREST ON                COMPREHENSIVE
                                     OUTSTANDING COMMON  PAID-IN   CREDITS AND    ADVANCE                      LOSS -
                                        SHARES   SHARES   CAPITAL    INTEREST     PAYMENTS  UNAPPROPRIATED NET OF TAX      TOTAL
                                     ----------- ------ ---------- ------------ ----------- -------------- ------------- ---------
                                                                 (IN THOUSANDS, EXCEPT SHARE  DATA)
<S>                                  <C>         <C>    <C>        <C>          <C>         <C>            <C>           <C>
BALANCE AT JANUARY 1, 2009             150,000   $1,500  $322,964      $ 50         $15        $(81,570)     $(152,454)  $  90,505
Change in accounting principle,
   net of tax                               --       --        --        --          --          31,694        (31,694)         --
Comprehensive income:
   Net income                               --       --        --        --          --          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 prev-
         iously 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
                                     ---------   ------  --------      ----         ---        --------      ---------   ---------
BALANCE AT JUNE 30, 2009               150,000   $1,500  $357,964      $  2         $15        $(38,761)     $ (83,512)  $ 237,208
                                     =========   ======  ========      ====         ===        ========      =========   =========
BALANCE AT JANUARY 1, 2010             150,000   $1,500  $297,964      $ --         $15        $ (6,373)     $ (47,908)  $ 245,198
Comprehensive income:

   Net income                               --       --        --        --          --          26,921             --      26,921
   Other comprehensive income,
      net of tax:
      Change in net unrealized
         securities losses                  --       --        --        --          --              --         23,584      23,584
      Change in noncredit related
         impairments on securities
         and net unrealized
         securities losses on prev-
         iously impaired securities         --       --        --        --          --              --            602         602
                                                                                                                         ---------
Total comprehensive income                                                                                                  51,107
Dividend/return of capital to parent        --       --   (89,452)       --          --         (20,548)            --    (110,000)
                                     ---------   ------  --------      ----         ---        --------      ---------   ---------
BALANCE AT JUNE 30, 2010               150,000   $1,500  $208,512      $ --         $15        $     --      $ (23,722)  $ 186,305
                                     =========   ======  ========      ====         ===        ========      =========   =========
</TABLE>

See Notes to Financial Statements.

                                                                               6

<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

1. BASIS OF PRESENTATION

NATURE OF BUSINESS

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

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

2. RECENT ACCOUNTING PRONOUNCEMENTS

ADOPTION OF NEW ACCOUNTING STANDARDS

Subsequent Events

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

Fair Value

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

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

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

FUTURE ADOPTION OF NEW ACCOUNTING STANDARDS

Receivables

In July 2010, the FASB updated the accounting standards for disclosures about
the credit quality of financing receivables and the allowance for credit losses.
The standard requires additional disclosure related to the credit quality of
financing receivables, troubled


                                                                               7

<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

debt restructurings and significant purchases or sales of financing receivables
during the period. The standard requires that these disclosures and existing
disclosures be presented on a disaggregated basis, similar to the manner that
the entity uses to evaluate its credit losses. Disclosures of information as of
the end of a reporting period are effective for interim and annual periods
ending after December 15, 2010 and disclosures of activity that occurred during
a reporting period are effective for interim and annual periods beginning after
December 15, 2010. The Company is currently evaluating the impact of the
standard on its disclosures. The Company's adoption of the standard will not
impact its results of operations and financial condition.

3. INVESTMENTS

Investments in unaffiliated issuers were as follows:

<TABLE>
<CAPTION>
                                                                       JUNE 30, 2010   DECEMBER 31, 2009
                                                                       -------------   -----------------
                                                                                 (IN THOUSANDS)
<S>                                                                    <C>             <C>
Available-for-Sale:
   Fixed maturities, at fair value
      (amortized cost: 2010, $3,136,756; 2009, $3,697,972)               $3,101,822        $3,627,993
   Common and preferred stocks, at fair value
      (cost: 2010, $19,793; 2009, $19,646)                                   18,155            15,765
Below investment grade syndicated bank loans and commercial mortgage
   loans, at cost (fair value: 2010, $256,923; 2009, $313,021)              253,817           309,459
Certificate loans - secured by certificate reserves, at cost,
   which approximates fair value                                              4,291             5,136
Real estate owned, at fair value less cost to sell                            2,217             2,087
                                                                         ----------        ----------
   Total                                                                 $3,380,302        $3,960,440
                                                                         ==========        ==========
</TABLE>

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

<TABLE>
<CAPTION>
                                                                    JUNE 30, 2010
                                           --------------------------------------------------------------
                                                           GROSS        GROSS
                                           AMORTIZED    UNREALIZED   UNREALIZED                NON-CREDIT
DESCRIPTION OF SECURITIES                     COST         GAINS       LOSSES     FAIR VALUE    OTTI (1)
-------------------------                  ----------   ----------   ----------   ----------   ----------
                                                             (IN THOUSANDS)
<S>                                        <C>          <C>          <C>          <C>          <C>
Residential mortgage backed securities     $1,496,054     $32,005    $(112,924)   $1,415,135   $(46,411)
Corporate debt securities                     790,715      13,390       (1,054)      803,051        (10)
Commercial mortgage backed securities         432,583      14,250          (47)      446,786         --
Asset backed securities                       359,088      20,914       (2,286)      377,716     (1,197)
U.S. government and agencies obligations       58,316         818           --        59,134         --
Common and preferred stocks                    19,793         824       (2,462)       18,155         --
                                           ----------     -------    ---------    ----------   --------
   Total                                   $3,156,549     $82,201    $(118,773)   $3,119,977   $(47,618)
                                           ==========     =======    =========    ==========   ========
</TABLE>

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

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


                                                                               8

<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

At June 30, 2010 and December 31, 2009, fixed maturity securities comprised
approximately 86% and 85%, respectively, of ACC's total investments. These
securities were rated by Moody's Investors Service ("Moody's"), Standard &
Poor's Ratings Services ("S&P"), and Fitch Ratings Ltd. ("Fitch"), except for
approximately $55.3 million and $18.0 million of securities at June 30, 2010 and
December 31, 2009, respectively, which were rated by ACC's internal analysts
using criteria similar to Moody's, S&P and Fitch. Ratings on fixed maturity
securities are presented using the median of ratings from Moody's, S&P and
Fitch. If only two of the ratings are available, the lower rating is used. A
summary of fixed maturity securities was as follows:

<TABLE>
<CAPTION>
                                         JUNE 30, 2010                            DECEMBER 31, 2009
                            ----------------------------------------   ----------------------------------------
                                                            PERCENT                                    PERCENT
                                                           OF TOTAL                                   OF TOTAL
RATINGS                     AMORTIZED COST   FAIR VALUE   FAIR VALUE   AMORTIZED COST   FAIR VALUE   FAIR VALUE
-------                     --------------   ----------   ----------   --------------   ----------   ----------
                                                    (IN THOUSANDS, EXCEPT PERCENTAGES)
<S>                         <C>              <C>          <C>          <C>              <C>          <C>
AAA                           $1,807,712     $1,866,532       60%        $2,026,434     $2,062,670       57%
AA                               108,925        108,967        4            189,891        177,780        5
A                                218,343        217,338        7            346,183        342,573        9
BBB                              615,886        615,156       20            782,389        780,706       22
Below investment grade           385,890        293,829        9            353,075        264,264        7
                              ----------     ----------      ---         ----------     ----------      ---
   Total fixed maturities     $3,136,756     $3,101,822      100%        $3,697,972     $3,627,993      100%
                              ==========     ==========      ===         ==========     ==========      ===
</TABLE>

At June 30, 2010 and December 31, 2009, approximately 36% and 38%, respectively,
of the securities rated AAA were GNMA, FNMA and FHLMC mortgage backed
securities.

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

<TABLE>
<CAPTION>
                                                                     JUNE 30, 2010
                          ---------------------------------------------------------------------------------------------------
                                LESS THAN 12 MONTHS                12 MONTHS OR MORE                       TOTAL
                          -------------------------------   -------------------------------   -------------------------------
                          NUMBER                            NUMBER                            NUMBER
DESCRIPTION OF            OF SEC-     FAIR     UNREALIZED   OF SEC-     FAIR     UNREALIZED   OF SEC-     FAIR     UNREALIZED
SECURITIES                URITIES     VALUE      LOSSES     URITIES     VALUE      LOSSES     URITIES     VALUE      LOSSES
--------------            -------   --------   ----------   -------   --------   ----------   -------   --------   ----------
                                                      (IN THOUSANDS, EXCEPT NUMBER OF SECURITIES)
<S>                       <C>       <C>        <C>          <C>       <C>        <C>          <C>       <C>        <C>
Residential mortgage
   backed securities          9     $ 90,327    $  (418)       76     $311,759   $(112,506)      85     $402,086   $(112,924)
Corporate debt
   securities                13       52,077       (472)       12       10,596        (582)      25       62,673      (1,054)
Commercial mortgage
   backed securities          6       19,329        (34)        1        4,854         (13)       7       24,183         (47)
Asset backed securities       6       33,363     (1,185)        7       23,261      (1,101)      13       56,624      (2,286)
Common and
   preferred stocks          --           --         --         1       17,150      (2,462)       1       17,150      (2,462)
                            ---     --------    -------       ---     --------   ---------      ---     --------   ---------
   Total                     34     $195,096    $(2,109)       97     $367,620   $(116,664)     131     $562,716   $(118,773)
                            ===     ========    =======       ===     ========   =========      ===     ========   =========
</TABLE>

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


                                                                               9
<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

As part of ACC's ongoing monitoring process, management determined that a
majority of the gross unrealized losses on its Available-for-Sale securities are
attributable to credit spreads. The primary driver of lower unrealized losses at
June 30, 2010 was the decline of interest rates during the period.

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

<TABLE>
<CAPTION>
                                                                    THREE MONTHS         SIX MONTHS
                                                                   ENDED JUNE 30,      ENDED JUNE 30,
                                                                 -----------------   -----------------
                                                                  2010      2009       2010      2009
                                                                 -------   -------   -------   -------
                                                                             (IN THOUSANDS)
<S>                                                              <C>       <C>       <C>       <C>
Beginning balance of credit losses on securities held for
   which a portion of other-than-temporary impairment
   was recognized in other comprehensive loss                    $59,800   $54,163   $57,446   $50,866
Additional amount related to credit losses for which an other-
   than-temporary impairment was not previously recognized            --        --       556        --
Additional increases to the amount related to credit losses
   for which an other-than-temporary impairment was
   previously recognized                                              --     3,980     1,798     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       $59,800   $58,143   $59,800   $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 and due
to the reclassification of noncredit other-than-temporary impairment losses to
credit losses.

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

<TABLE>
<CAPTION>
                                                                                                  ACCUMULATED OTHER
                                                                                                    COMPREHENSIVE
                                                                                                   LOSS RELATED TO
                                                                      NET                                NET
                                                                  UNREALIZED                         UNREALIZED
                                                                  SECURITIES        DEFERRED         SECURITIES
                                                                GAINS (LOSSES)     INCOME TAX      GAINS (LOSSES)
                                                                --------------   --------------   -----------------
                                                                                   (IN THOUSANDS)
<S>                                                             <C>              <C>              <C>
Balance at January 1, 2009                                         $(234,713)        $ 82,259         $(152,454)
Cumulative effect of accounting change                               (48,760)          17,066           (31,694)(1)
Net unrealized securities gains arising during the period (3)        150,650          (51,785)           98,865
Reclassification of losses included in net income                      2,725             (954)            1,771
                                                                   ---------         --------         ---------
Balance at June 30, 2009                                           $(130,098)        $ 46,586         $ (83,512)(2)
                                                                   =========         ========         =========
Balance at January 1, 2010                                         $ (73,860)        $ 25,952         $ (47,908)
Net unrealized securities gains arising during the period (3)         38,110          (13,390)           24,720
Reclassification of gains included in net income                        (822)             288              (534)
                                                                   ---------         --------         ---------
Balance at June 30, 2010                                           $ (36,572)        $ 12,850         $ (23,722)(2)
                                                                   =========         ========         =========
</TABLE>

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

(2)  At June 30, 2010 and 2009, Accumulated Other Comprehensive Loss Related to
     Net Unrealized Securities Losses included $(31.0) million and $(32.1)
     million, respectively, of noncredit related impairments on securities and
     net unrealized securities losses on previously impaired securities.

(3)  Net unrealized investment gains (losses) arising during the period also
     include other-than-temporary impairment losses on Available-for-Sale
     securities related to factors other than credit that were recognized in
     other comprehensive income during the period.


                                                                              10
<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

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

<TABLE>
<CAPTION>
                                                      THREE MONTHS        SIX MONTHS
                                                     ENDED JUNE 30,     ENDED JUNE 30,
                                                     --------------   -----------------
                                                     2010     2009      2010      2009
                                                     ----   -------   -------   -------
                                                     (IN THOUSANDS)     (IN THOUSANDS)
<S>                                                  <C>    <C>       <C>       <C>
Gross realized gains from sales                      $806   $ 3,802   $ 3,521   $ 7,300
Gross realized losses from sales                       --    (1,604)     (129)   (1,609)
Other-than-temporary impairments related to credit     --    (3,980)   (2,570)   (8,416)
</TABLE>

The other-than-temporary impairments for the six months ended June 30, 2010
primarily related to credit losses on non-agency residential mortgage backed
securities. The other-than-temporary impairments for the three months and six
months ended June 30, 2009 related to credit losses on non-agency residential
mortgage backed securities and corporate debt securities primarily in the gaming
industry.

Available-for-Sale securities by contractual maturity as of June 30, 2010 were
as follows:

<TABLE>
<CAPTION>
                                          AMORTIZED
                                            COST      FAIR VALUE
                                         ----------   ----------
                                              (IN THOUSANDS)
<S>                                      <C>          <C>
Due within one year                      $  447,354   $  454,975
Due after one year through five years       378,467      383,607
Due after five years through 10 years        22,995       23,362
Due after 10 years                              215          241
                                         ----------   ----------
                                            849,031      862,185
Residential mortgage backed securities    1,496,054    1,415,135
Commercial mortgage backed securities       432,583      446,786
Asset backed securities                     359,088      377,716
Common and preferred stocks                  19,793       18,155
                                         ----------   ----------
   Total                                 $3,156,549   $3,119,977
                                         ==========   ==========
</TABLE>

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

4. FAIR VALUES OF ASSETS AND LIABILITIES

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

VALUATION HIERARCHY

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

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

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

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


                                                                              11

<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

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)

When available, the fair value of securities is based on quoted prices in active
markets. If quoted prices are not available, fair values are obtained from
nationally-recognized pricing services, broker quotes, or other model-based
valuation techniques. Level 1 securities primarily include U.S. Treasuries.
Level 2 securities include agency residential mortgage backed securities,
commercial mortgage backed securities, asset backed securities, municipal and
corporate bonds, U.S. agency securities and common and preferred stock. The fair
value of these Level 2 securities is based on a market approach with prices
obtained from nationally-recognized pricing services. Observable inputs used to
value these securities can include: reported trades, benchmark yields, issuer
spreads and broker/dealer quotes. Level 3 securities include asset backed
securities, corporate bonds and non-agency residential mortgage backed
securities. The fair value of these Level 3 securities is typically based on a
single broker quote, except for the valuation of non-agency residential mortgage
backed securities. ACC believes the market for non-agency residential mortgage
backed securities is inactive and effective March 31, 2010, ACC returned to
using prices from nationally-recognized pricing services to determine the fair
value of non-agency residential mortgage backed securities because the
difference between these prices and the results of ACC's discounted cash flows
was not significant.

Derivatives (Equity Derivatives, Purchased and Written)

The fair values of derivatives that are traded in less active over-the-counter
markets are generally measured using pricing models with market observable
inputs such as interest rates and equity index levels. These measurements are
classified as Level 2 within the fair value hierarchy. Derivatives that are
valued using pricing models that have significant unobservable inputs are
classified as Level 3 measurements.

LIABILITIES

Certificate Reserves

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


                                                                              12
<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

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

<TABLE>
<CAPTION>
                                                                 JUNE 30, 2010
                                                 --------------------------------------------
                                                 LEVEL 1     LEVEL 2     LEVEL 3      TOTAL
                                                 -------   ----------   --------   ----------
                                                                (IN THOUSANDS)
<S>                                              <C>       <C>          <C>        <C>
Assets
   Cash equivalents                                $ --    $  242,377   $     --   $  242,377
   Available-for-Sale securities:
      Residential mortgage backed securities         --       602,768    812,367    1,415,135
      Corporate debt securities                      --       795,069      7,982      803,051
      Commercial mortgage backed securities          --       446,786         --      446,786
      Asset backed securities                        --       263,247    114,469      377,716
      U.S. government and agencies obligations      427        58,707         --       59,134
      Common and preferred stocks                    29        18,126         --       18,155
                                                   ----    ----------   --------   ----------
   Total Available-for-Sale securities              456     2,184,703    934,818    3,119,977
   Equity derivatives, purchased                     --        37,292          4       37,296
                                                   ----    ----------   --------   ----------
Total assets at fair value                         $456    $2,464,372   $934,822   $3,399,650
                                                   ====    ==========   ========   ==========
Liabilities
   Certificate reserves                            $ --    $   10,516   $     --   $   10,516
   Equity derivatives, written                       --        26,654         --       26,654
                                                   ----    ----------   --------   ----------
Total liabilities at fair value                    $ --    $   37,170   $     --   $   37,170
                                                   ====    ==========   ========   ==========
</TABLE>

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


                                                                              13

<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>
                                                                AVAILABLE-FOR-SALE SECURITIES
                                               --------------------------------------------------------------
                                                                       (IN THOUSANDS)
                                               RESIDENTIAL
                                                 MORTGAGE     CORPORATE      ASSET
                                                  BACKED        DEBT        BACKED
                                                SECURITIES   SECURITIES   SECURITIES   DERIVATIVES     TOTAL
                                               -----------   ----------   ----------   -----------   --------
<S>                                            <C>           <C>          <C>          <C>           <C>
Balance, April 1, 2010                         $703,391       $ 8,688     $127,019        $--        $839,098
   Total gains (losses) included in:
      Net income                                  1,136(1)         --        1,721(1)       4(1)        2,861
      Other comprehensive income                 18,948           (25)         574         --          19,497
   Purchases, sales, issuances and
      settlements, net                           88,892          (681)     (14,845)        --          73,366
   Transfers in and/or out of Level 3                --            --           --                         --
                                               --------       -------     --------        ---        --------
Balance, June 30, 2010                         $812,367       $ 7,982     $114,469        $ 4        $934,822
                                               ========       =======     ========        ===        ========
Change in unrealized gains (losses) included
   in net income related to Level 3 assets
   held at June 30, 2010                       $  1,098(1)    $    --     $  1,721(1)     $ 4(1)     $  2,823
</TABLE>

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

<TABLE>
<CAPTION>
                                                                AVAILABLE-FOR-SALE SECURITIES
                                               --------------------------------------------------------------
                                                                       (IN THOUSANDS)
                                               RESIDENTIAL
                                                 MORTGAGE     CORPORATE      ASSET        OTHER
                                                  BACKED        DEBT        BACKED      STRUCTURED
                                                SECURITIES   SECURITIES   SECURITIES   INVESTMENTS     TOTAL
                                               -----------   ----------   ----------   -----------   --------
<S>                                            <C>           <C>          <C>          <C>           <C>
Balance, April 1, 2009                         $700,156       $30,979     $114,600         $--       $845,735
   Total gains (losses) included in:
      Net income                                 (3,010)(1)        --        1,448(2)       --         (1,562)
      Other comprehensive income                 25,269           588        3,449          --         29,306
   Purchases, sales, issuances and
      settlements, net                          (72,578)         (988)      38,906          --        (34,660)
   Transfers in and/or out of Level 3                --            --           --          --             --
                                               --------       -------     --------         ---       --------
Balance, June 30, 2009                         $649,837       $30,579     $158,403         $--       $838,819
                                               ========       =======     ========         ===       ========
Change in unrealized gains (losses) included
   in net income related 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 a $1,598 gain 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 a $2,051 gain included in investment income in the
     Statements of Operations.


                                                                              14

<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

<TABLE>
<CAPTION>
                                                                AVAILABLE-FOR-SALE SECURITIES
                                               --------------------------------------------------------------
                                                                       (IN THOUSANDS)
                                               RESIDENTIAL
                                                 MORTGAGE      CORPORATE      ASSET
                                                  BACKED         DEBT        BACKED
                                                SECURITIES    SECURITIES   SECURITIES   DERIVATIVES     TOTAL
                                               -----------    ----------   ----------   -----------   --------
<S>                                            <C>            <C>          <C>          <C>           <C>
Balance, January 1, 2010                       $ 745,633       $12,104     $130,584        $--        $888,321
   Total gains (losses) included in:
      Net income                                     288(1)         --        2,608(2)       4(4)        2,900
      Other comprehensive income                  32,539           (42)       6,608         --          39,105
   Purchases, sales, issuances and
      settlements, net                            33,907        (4,080)     (25,331)        --           4,496
   Transfers in and/or out of Level 3                 --            --           --                         --
                                               ---------       -------     --------        ---        --------
Balance, June 30, 2010                         $ 812,367       $ 7,982     $114,469        $ 4        $934,822
                                               =========       =======     ========        ===        ========
Change in unrealized gains (losses) included
   in net income related to Level 3 assets
   held at June 30, 2010                       $     205(3)    $    --     $  2,608(2)     $ 4(4)     $  2,817
</TABLE>

(1)  Represents a $(2,065) loss included in net realized gain (loss) on
     investments and a $2,353 gain included in investment income in the
     Statements of Operations.

(2)  Represents a $(289) loss included in net realized gain (loss) on
     investments and a $2,897 gain included in investment income in the
     Statements of Operations.

(3)  Represents a $(2,065) loss included in net realized gain (loss) on
     investments and a $2,270 gain in investment income in the Statements of
     Operations.

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

<TABLE>
<CAPTION>
                                                                AVAILABLE-FOR-SALE SECURITIES
                                               --------------------------------------------------------------
                                                                       (IN THOUSANDS)
                                               RESIDENTIAL
                                                 MORTGAGE      CORPORATE      ASSET        OTHER
                                                  BACKED          DEBT       BACKED      STRUCTURED
                                                SECURITIES    SECURITIES   SECURITIES   INVESTMENTS     TOTAL
                                               -----------    ----------   ----------   -----------   --------
<S>                                            <C>            <C>          <C>          <C>           <C>
Balance, January 1, 2009                       $ 465,234       $33,653     $ 67,552        $--        $566,439
   Total gains (losses) included in:
      Net income                                  (5,876)(1)        --        2,952(2)       8(4)       (2,916)
      Other comprehensive income                  43,181         1,192          689         --          45,062
   Purchases, sales, issuances and
      settlements, net                           147,298        (4,266)      87,210         (8)        230,234
   Transfers in and/or out of Level 3                 --            --           --                         --
                                               ---------       -------     --------        ---        --------
Balance, June 30, 2009                         $ 649,837       $30,579     $158,403        $--        $838,819
                                               =========       =======     ========        ===        ========
Change in unrealized gains (losses) included
   in net income related 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 gain (loss) on
     investments and a $1,811 gain 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 gain (loss) on
     investments and a $2,374 gain included in investment income in the
     Statements of Operations.

(4)  Included in net realized gain (loss) on investments.


                                                                              15
<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

ACC recognizes transfers between levels of the fair value hierarchy as of the
beginning of the quarter in which each transfer occurred. There were no
transfers between Level 1 and Level 2 during the six months ended June 30, 2010.

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

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

<TABLE>
<CAPTION>
                                                          JUNE 30, 2010               DECEMBER 31, 2009
                                                  ----------------------------   --------------------------
                                                  CARRYING VALUE    FAIR VALUE   ARRYING VALUE   FAIR VALUE
                                                  --------------   -----------   -------------   ----------
                                                                        (IN THOUSANDS)
<S>                                               <C>              <C>           <C>             <C>
FINANCIAL ASSETS
   Below investment grade syndicated bank loans     $  135,465      $  131,439     $  179,176    $  179,579
   Commercial mortgage loans                           118,352         125,484        130,283       133,442
   Certificate loans                                     4,291           4,291          5,136         5,136
FINANCIAL LIABILITIES
   Certificate reserves                             $3,470,961      $3,445,290     $4,082,476    $4,052,657
</TABLE>

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

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

Certificate reserves

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

5. DERIVATIVES AND HEDGING ACTIVITIES

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

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

<TABLE>
<CAPTION>
                                                         ASSET                                   LIABILITY
                                                -----------------------                   -----------------------
DERIVATIVES NOT DESIGNATED AS   BALANCE SHEET   JUNE 30,   DECEMBER 31,   BALANCE SHEET   JUNE 30,   DECEMBER 31,
HEDGING INSTRUMENTS               LOCATION        2010         2009         LOCATION        2010         2009
-----------------------------   -------------   --------   ------------   -------------   --------   ------------
                                                     (IN THOUSANDS)                            (IN THOUSANDS)
<S>                             <C>             <C>        <C>            <C>             <C>        <C>
EQUITY
Stock market certificates       Equity                                    Equity
                                derivatives,                              derivatives,
                                purchased        $37,292     $166,392     written          $26,654     $140,996
Equity warrants                 Equity                                    Equity
                                derivatives,                              derivatives,
                                purchased              4           --     written               --           --
Stock market certificates                                                 Certificate
   embedded derivatives                               --           --     reserves          10,516       25,796
                                                 -------     --------                      -------     --------
Total                                            $37,296     $166,392                      $37,170     $166,792
                                                 =======     ========                      =======     ========
</TABLE>


                                                                              16

<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

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

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

<TABLE>
<CAPTION>
                                                                                              AMOUNT OF GAIN (LOSS) ON
                                                                                          DERIVATIVES RECOGNIZED IN INCOME
                                                                                       -------------------------------------
DERIVATIVES NOT DESIGNATED AS                       LOCATION OF GAIN (LOSS) ON         THREE MONTHS ENDED   SIX MONTHS ENDED
HEDGING INSTRUMENTS                                 DERIVATIVES RECOGNIZED IN INCOME      JUNE 30, 2010       JUNE 30, 2010
-----------------------------                       --------------------------------   ------------------   ----------------
                                                                                                   (IN THOUSANDS)
<S>                                                 <C>                                <C>                  <C>
EQUITY
   Stock market certificates                        Net provision for certificate
                                                    reserves                                $(5,012)            $(2,042)
   Equity warrants                                  Investment income                           393                 393
   Stock market certificates embedded derivatives   Net provision for certificate
                                                    reserves                                  4,841               1,721
                                                                                            -------             -------
      Total                                                                                 $   222             $    72
                                                                                            =======             =======
</TABLE>

<TABLE>
<CAPTION>
                                                                                                    AMOUNT OF GAIN (LOSS) ON
                                                                                                DERIVATIVES RECOGNIZED IN INCOME
                                                                                             -------------------------------------
DERIVATIVES NOT DESIGNATED AS                       LOCATION OF GAIN (LOSS) ON               THREE MONTHS ENDED   SIX MONTHS ENDED
HEDGING INSTRUMENTS                                 DERIVATIVES RECOGNIZED IN INCOME            JUNE 30, 2009       JUNE 30, 2009
-----------------------------                       --------------------------------------   ------------------   ----------------
                                                                                                         (IN THOUSANDS)
<S>                                                 <C>                                      <C>                  <C>
EQUITY
   Stock market certificates                        Net provision for certificate reserves        $ 4,259              $ 1,421
   Stock market certificates embedded derivatives   Net provision for certificate reserves         (4,540)              (5,087)
                                                                                                  -------              -------
   Total                                                                                          $  (281)             $(3,666)
                                                                                                  =======              =======
</TABLE>

Ameriprise Stock Market Certificates ("SMC") offer a return based upon the
relative change in a major stock market index between the beginning and end of
the SMC's term. The SMC product contains an embedded derivative. The equity
based return of the certificate must be separated from the host contract and
accounted for as a derivative instrument. As a result of fluctuations in equity
markets, and the corresponding changes in value of the embedded derivative, the
amount of expenses incurred by ACC related to the SMC product will positively or
negatively impact reported earnings. As a means of hedging its obligations under
the provisions for these certificates, ACC purchases and writes call options on
the S&P 500 Index. ACC views this strategy as a prudent management of equity
market sensitivity, such that earnings are not exposed to undue risk presented
by changes in equity market levels. The gross notional amount of these
derivative contracts was $1.5 billion at June 30, 2010. ACC also purchases
futures on the S&P 500 Index to economically hedge its obligations. The futures
are marked-to-market daily and exchange traded, exposing ACC to no counterparty
risk. The gross notional amount of these contracts was $0.3 million at June 30,
2010.

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

CREDIT RISK

Credit risk associated with ACC's derivatives is the risk that a derivative
counterparty will not perform in accordance with the terms of the applicable
derivative contract. To mitigate such risk, ACC has established guidelines and
oversight of credit risk through a comprehensive enterprise risk management
program that includes members of senior management. Key components of this
program are to require preapproval of counterparties and the use of master
netting arrangements and collateral arrangements whenever practical. As of June
30, 2010, ACC held $3.1 million in cash and recorded a corresponding liability
in accounts payable and accrued liabilities for collateral ACC is obligated to
return to counterparties. As of June 30, 2010, ACC's maximum credit exposure
related to derivative assets after considering netting arrangements with
counterparties and collateral arrangements was approximately $7.2 million.

6.  CONTINGENCIES

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


                                                                              17

<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

7. INCOME TAXES

The effective tax rate was 37.0% and 36.6% for the three months and six months
ended June 30, 2010, respectively, compared to 36.6% and 36.9% for the three
months and six months ended June 30, 2009. The effective tax rates for both six
month periods reflected the level of current period tax advantaged items
relative to the level of pretax income.

As of June 30, 2010 and December 31, 2009, ACC had nil and $4.4 million of gross
unrecognized tax benefits, respectively. If recognized, approximately nil and
$1.2 million, net of federal tax benefits, of the unrecognized tax benefits as
of June 30, 2010 and December 31, 2009, respectively, 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 $0.2 million in interest
for the three months and six months ended June 30, 2010. ACC had $1.6 million
and $1.4 million for the payment of interest and penalties accrued at June 30,
2010 and December 31, 2009, respectively.

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. The Internal Revenue Service ("IRS"), as part of the overall examination
of the American Express Company consolidated return, completed its field
examination of ACC's U.S. income tax returns for 1997 through 2002 during 2008
and completed its field examination of 2003 through 2004 in the third quarter of
2009. However, for federal income tax purposes these years continue to remain
open as a consequence of certain issues under appeal. In the fourth quarter of
2008, as part of the overall examination of Ameriprise Financial, Inc's
consolidated return, the IRS commenced an examination of ACC's U.S. income tax
returns for 2005 through 2007. During the second quarter of 2010, the IRS
completed its examination of the second stub period 2005 through 2007, and the
first stub 2005 period is expected to be completed in the third quarter of 2010.
ACC's state income tax returns are currently under examination by various
jurisdictions for years ranging from 1998 through 2008.


                                                                              18

<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

ITEM 2. MANAGEMENT'S NARRATIVE ANALYSIS

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

ACC is a wholly owned subsidiary of Ameriprise Financial, Inc. ("Ameriprise
Financial"). ACC is registered as an investment company under the Investment
Company Act of 1940 and is in the business of issuing face-amount investment
certificates. Face-amount investment certificates issued by ACC entitle the
certificate owner to receive at maturity a stated amount of money and interest
or credits declared from time to time by ACC, at its discretion. The
certificates issued by ACC are not insured by any government agency. ACC's
certificates are sold primarily by Ameriprise Financial Services, Inc., an
affiliate of ACC. Ameriprise Financial Services, Inc. is registered as a
broker-dealer in all 50 states, the District of Columbia and Puerto Rico. ACC's
investment portfolio is managed by Columbia Management Investment Advisers, LLC
("CMIA"), a wholly owned subsidiary of Ameriprise Financial, pursuant to an
investment management agreement effective as of January 1, 2010. CMIA, formerly
known as RiverSource Investments, LLC, changed its name following Ameriprise
Financial's acquisition of Columbia Management Group's long-term asset
management business.

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

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

CRITICAL ACCOUNTING POLICIES

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

RECENT ACCOUNTING PRONOUNCEMENTS

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

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2010 AND 2009

Net income for the six months ended June 30, 2010 was $26.9 million compared to
$11.1 million for the six months ended June 30, 2009, an increase of $15.8
million, due primarily to decreased expenses related to certificate reserves
caused by the combination of net outflows due to the run-off of certificate rate
promotions and a decrease in interest crediting rates.

For the six months ended June 30, 2010, investment income decreased $29.1
million, or 26%, to $84.1 million compared to the same period in the prior year.
This decrease is primarily the result of lower asset balances due to net
outflows primarily driven by the run-off of certificate rate promotions.

Investment expenses for the six months ended June 30, 2010 decreased $3.3
million, or 17%, to $16.1 million compared to the same period in 2009. This
decrease is due to lower distribution fees as a result of declining certificate
reserve balances in the first half of 2010 compared to the first half of 2009.

The provision for certificate reserves decreased $41.5 million, or 57%, to $30.7
million for the six months ended June 30, 2010 compared to the same period in
2009. This decrease is a result of lower certificate balances due to net
outflows and lower interest crediting rates compared to the prior year period.


                                                                              19

<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

Net realized gain on investments for the six months ended June 30, 2010 was $3.3
million compared to net realized loss on investments of $2.7 million for the six
months ended June 30, 2009. Included in the net investment gains for the six
months ended June 30, 2010 was a $7.7 million decrease in the below investment
grade syndicated bank loans reserve primarily due to improvement of underlying
credit. This was partially offset by an increase in the commercial mortgage loan
reserve and other-than-temporary impairment losses on non-agency residential
mortgage backed securities. Included in net investment losses for the six months
ended June 30, 2009 was $8.4 million of other-than-temporary impairment losses
on investments. These other-than-temporary impairment charges primarily related
to credit losses on non-agency residential mortgage backed securities and
corporate debt securities primarily in the gaming industry.

The effective tax rate was 36.6% for the six months ended June 30, 2010 compared
to 36.9% for the six months ended June 30, 2009.

FAIR VALUE MEASUREMENTS

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

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

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


                                                                              20
<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

The following table presents as of June 30, 2010, ACC's non-agency residential
mortgage backed and asset backed securities backed by subprime, Alt-A or prime
mortgage loans by credit rating and vintage year (in thousands):

<TABLE>
<CAPTION>
                        AAA                AA                A                BBB            BB & BELOW            TOTAL
                ------------------ ----------------- ----------------- ----------------- ------------------ ------------------
                AMORTIZED   FAIR   AMORTIZED   FAIR  AMORTIZED   FAIR  AMORTIZED   FAIR  AMORTIZED   FAIR   AMORTIZED   FAIR
                   COST     VALUE     COST    VALUE    COST     VALUE    COST     VALUE    COST      VALUE     COST     VALUE
                --------- -------- --------- ------- --------- ------- --------- ------- --------- -------- --------- --------
<S>             <C>       <C>      <C>       <C>     <C>       <C>     <C>       <C>     <C>       <C>      <C>       <C>
SUBPRIME
   2003 & prior  $  1,608 $  1,610  $    --  $    --  $    --  $    --  $    --  $    --  $     -- $     --  $  1,608 $  1,610
   2004             9,476    9,277       --       --    7,096    6,941       --       --     8,869    7,672    25,441   23,890
   2005             6,832    6,832   29,985   32,594    3,904    3,936    1,049    1,035     5,571    5,536    47,341   49,933
   2006                --       --       --       --       --       --    6,824    6,921     3,628    3,545    10,452   10,466
   2007                --       --       --       --    4,389    4,445       --       --        --       --     4,389    4,445
   2008                --       --       --       --       --       --       --       --        --       --        --       --
Re-Remic(1)            --       --       --       --       --       --   14,722   14,538        --       --    14,722   14,538
                 -------- --------  -------  -------  -------  -------  -------  -------  -------- --------  -------- --------
Total Subprime   $ 17,916 $ 17,719  $29,985  $32,594  $15,389  $15,322  $22,595  $22,494  $ 18,068 $ 16,753  $103,953 $104,882
                 ======== ========  =======  =======  =======  =======  =======  =======  ======== ========  ======== ========
ALT-A
   2003 & prior  $  4,818 $  4,535  $    --  $    --  $    --  $    --  $    --  $    --  $     -- $     --  $  4,818 $  4,535
   2004             4,897    4,463    2,658    2,142   16,195   13,785   10,462    5,455     3,321    1,214    37,533   27,059
   2005                --       --       --       --       --       --    2,733    2,069    91,234   61,468    93,967   63,537
   2006                --       --       --       --       --       --       --       --    35,542   26,696    35,542   26,696
   2007                --       --       --       --       --       --       --       --    50,109   26,863    50,109   26,863
   2008                --       --       --       --       --       --       --       --        --       --        --       --
                 -------- --------  -------  -------  -------  -------  -------  -------  -------- --------  -------- --------
Total Alt-A      $  9,715 $  8,998  $ 2,658  $ 2,142  $16,195  $13,785  $13,195  $ 7,524  $180,206 $116,241  $221,969 $148,690
                 ======== ========  =======  =======  =======  =======  =======  =======  ======== ========  ======== ========
PRIME
   2003 & prior  $ 31,072 $ 31,541  $    --  $    --  $    --  $    --  $    --  $    --  $     -- $     --  $ 31,072 $ 31,541
   2004            42,383   41,830   26,343   24,109    5,763    5,209   21,028   15,461    22,415    7,454   117,932   94,063
   2005             3,635    3,526   13,028   11,751   10,820    9,831    7,380    6,400    79,685   68,640   114,548  100,148
   2006                --       --       --       --       --       --       --       --     3,821    3,423     3,821    3,423
   2007                --       --       --       --       --       --       --       --        --       --        --       --
   2008                --       --       --       --       --       --       --       --        --       --        --       --
Re-Remic(1)       392,932  400,750   10,513   11,534       --       --       --       --        --       --   403,445  412,284
                 -------- --------  -------  -------  -------  -------  -------  -------  -------- --------  -------- --------
Total Prime      $470,022 $477,647  $49,884  $47,394  $16,583  $15,040  $28,408  $21,861  $105,921 $ 79,517  $670,818 $641,459
                 ======== ========  =======  =======  =======  =======  =======  =======  ======== ========  ======== ========
GRAND TOTAL      $497,653 $504,364  $82,527  $82,130  $48,167  $44,147  $64,198  $51,879  $304,195 $212,511  $996,740 $895,031
                 ======== ========  =======  =======  =======  =======  =======  =======  ======== ========  ======== ========
</TABLE>

(1)  Re-Remics of mortgage backed securities are prior vintages with cash flows
     structured into senior and subordinated bonds. Credit enhancement on
     senior bonds is increased through the Re-Remic process. ACC did not have
     any exposure to subordinate tranches as of June 30, 2010.


                                                                              21

<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

FORWARD-LOOKING STATEMENTS

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

ITEM 4T. CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

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

ACC's management, under the supervision and with the participation of its Chief
Executive Officer and Chief Financial Officer, evaluated the effectiveness of
ACC's disclosure controls and procedures as of the end of the period covered by
this report. Based upon that evaluation, ACC's Chief Executive Officer and Chief
Financial Officer have concluded that ACC's disclosure controls and procedures
were effective at a reasonable level of assurance as of June 30, 2010.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

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


                                                                              22

<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY
                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

Part I, Item 1A of ACC's 2009 10-K sets forth information relating to the
material risks and uncertainties that affect our business and common stock. In
addition, the following factors should be read in conjunction with and
supplement and amend the risk factors set forth in our 2009 10-K that may affect
the Company's business, financial condition and results of operations.

CHANGES IN THE SUPERVISION AND REGULATION OF THE FINANCIAL INDUSTRY, INCLUDING
THOSE SET FORTH UNDER THE DODD-FRANK WALL STREET REFORM AND CONSUMER PROTECTION
ACT, COULD MATERIALLY IMPACT OUR RESULTS OF OPERATIONS, FINANCIAL CONDITION AND
LIQUIDITY.

On July 21, 2010, President Obama signed the Dodd-Frank Wall Street Reform and
Consumer Protection Act (the "Act") into law. The Act calls for sweeping changes
in the supervision and regulation of the financial industry designed to provide
for greater oversight of financial industry participants, reduce risk in banking
practices and in securities and derivatives trading, enhance public company
corporate governance practices and executive compensation disclosures, and
provide greater protections to individual consumers and investors. Certain
elements of the Act became effective immediately, though the details of many
provisions are subject to additional studies and will not be known until final
rules are adopted by applicable regulatory agencies. The impact of the Act on
the Company, the financial industry and the economy cannot be known until all
such rules and regulations called for under the Act have been finalized, and, in
some cases, implemented over time.

Accordingly, while the final contours of these reforms are not yet known, the
Act is expected to impact the manner in which we market our products and
services, manage our Company and its operations and interact with regulators,
all of which could materially impact our results of operations, financial
condition and liquidity. Certain provisions of the Act that may impact our
business include but are not limited to restrictions on proprietary trading, the
imposition of capital requirements on financial holding companies and greater
oversight over derivatives trading. Further, the Company will need to respond to
changes to the framework for the supervision of U.S. financial institutions,
including the creation of the Financial Stability Oversight Counsel. Moreover,
to the extent the Act impacts the operations, financial condition, liquidity and
capital requirements of unaffiliated financial institutions with whom we
transact business, those institutions may seek to pass on increased costs,
reduce their capacity to transact, or otherwise present inefficiencies in their
interactions with us.

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.


                                                                              23

<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 4, 2010                    /s/ William F. Truscott
                                        ----------------------------------------
                                        William F. Truscott
                                        Chief Executive Officer


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


                                                                              24

<PAGE>

                         AMERIPRISE CERTIFICATE COMPANY

EXHIBIT INDEX

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

<TABLE>
<CAPTION>
EXHIBIT   DESCRIPTION
-------   ----------------------------------------------------------------------
<S>       <C>
  3(a)    Amended and Restated Certificate of Incorporation of American Express
          Certificate Company, dated Aug. 1, 2005, filed electronically on or
          about March 10, 2006 as Exhibit 3(a) to Registrant's Form 10-K is
          incorporated by reference.

  3(b)    Current By-Laws, filed electronically as Exhibit 3(e) to
          Post-Effective Amendment No. 19 to Registration Statement No.
          33-26844, are incorporated herein by reference.

* 31.1    Certification of William F. Truscott pursuant to Rule 13a-14(a)
          promulgated under the Securities Exchange Act of 1934, as amended.

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

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

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


                                                                             E-1