<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, 2006

                                      OR

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

              FOR THE TRANSITION PERIOD FROM          TO

                          COMMISSION FILE NO. 2-23772

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

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

52 AMERIPRISE FINANCIAL CENTER, MINNEAPOLIS, MINNESOTA      55474
(Address of principal executive offices)                  (Zip Code)

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

Former name, former address and former fiscal year, if changed since last
report  NOT APPLICABLE

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

                                                                Yes |X| No |_|

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

Large Accelerated Filer |_|   Accelerated Filer |_|   Non-Accelerated Filer |X|

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

                                                                Yes |_| No |X|

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

                   CLASS                      OUTSTANDING AT AUGUST 9, 2006
  ---------------------------------------     -----------------------------
  Common Shares (par value $10 per share)             150,000 shares

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

<PAGE>

                        AMERIPRISE CERTIFICATE COMPANY

                                   FORM 10-Q

                                     INDEX

<TABLE>
<CAPTION>
                                                                                                                    PAGE NO.
                                                                                                                    --------
<S>                                                                                                                  <C>
Part I.   Financial Information:

          Item 1.  Financial Statements

                   Statements of Income - Three months and six months ended
                   June 30, 2006 and 2005.........................................................................       1

                   Balance Sheets - June 30, 2006 and December 31, 2005...........................................       2

                   Statements of Cash Flows - Six months ended June 30, 2006 and 2005.............................       3

                   Statements of Comprehensive (Loss) Income - Three months and six months ended
                   June 30, 2006 and 2005.........................................................................       4

                   Notes to Financial Statements..................................................................     5-7

          Item 2.  Management's Discussion and Analysis...........................................................    8-10

          Item 4.  Controls and Procedures........................................................................      11

Part II.  Other Information:

          Item 1.  Legal Proceedings..............................................................................      12

          Item 1A. Risk Factors...................................................................................      12

          Item 6.  Exhibits.......................................................................................      12

          Signatures..............................................................................................      13

          Exhibit Index...........................................................................................     E-1
</TABLE>

<PAGE>

PART I. FINANCIAL INFORMATION
ITEM I. FINANCIAL STATEMENTS

                        AMERIPRISE CERTIFICATE COMPANY

                       STATEMENTS OF INCOME (UNAUDITED)
                                (in thousands)

<TABLE>
<CAPTION>
                                                                   THREE MONTHS ENDED             SIX MONTHS ENDED
                                                                        JUNE 30,                      JUNE 30,
                                                                -------------------------     -------------------------
                                                                   2006           2005           2006           2005
                                                                ----------     ----------     ----------     ----------
<S>                                                             <C>            <C>            <C>            <C>
Investment income ...........................................   $   60,317     $   78,409     $  136,122     $  147,871
Investment expenses .........................................      (10,009)       (13,462)       (20,304)       (26,989)
                                                                ----------     ----------     ----------     ----------
Net investment income before provision for
   certificate reserves and income taxes ....................       50,308         64,947        115,818        120,882

Provision for certificate reserves ..........................      (42,450)       (48,067)       (97,113)       (85,527)
                                                                ----------     ----------     ----------     ----------
Net investment income before income tax provision ...........        7,858         16,880         18,705         35,355
Income tax provision ........................................        2,734          5,797          6,497         12,287
                                                                ----------     ----------     ----------     ----------
Net investment income .......................................        5,124         11,083         12,208         23,068
                                                                ----------     ----------     ----------     ----------

Net realized investment gain (loss) before income taxes .....           43          1,145         (2,026)         1,466
Income tax provision (benefit) ..............................           15            401           (709)           513
                                                                ----------     ----------     ----------     ----------
Net realized gain (loss) on investments .....................           28            744         (1,317)           953
                                                                ----------     ----------     ----------     ----------
Net income ..................................................   $    5,152     $   11,827     $   10,891     $   24,021
                                                                ==========     ==========     ==========     ==========
</TABLE>

                      See Notes to Financial Statements.


                                      1
<PAGE>

                        AMERIPRISE CERTIFICATE COMPANY

                                BALANCE SHEETS
                     (in thousands, except share amounts)

<TABLE>
<CAPTION>
                                                                                      JUNE 30,       DECEMBER 31,
                                                                                        2006             2005
                                                                                    ------------     ------------
                                                                                     (UNAUDITED)
<S>                                                                                 <C>              <C>
ASSETS
Qualified Assets
    Cash and cash equivalents ..................................................    $      3,899     $    119,100
    Investments in unaffiliated issuers ........................................       5,039,620        5,705,870
    Equity index options, purchased ............................................          58,180           73,942
    Receivables ................................................................          38,693           41,478
                                                                                    ------------     ------------
Total qualified assets .........................................................       5,140,392        5,940,390
                                                                                    ------------     ------------

Other Assets
    Deferred taxes, net ........................................................          77,212           60,268
    Due from parent for federal income taxes ...................................          14,117               --
    Due from other affiliates ..................................................             214            2,545
                                                                                    ------------     ------------
Total other assets .............................................................          91,543           62,813
                                                                                    ------------     ------------

Total assets ...................................................................    $  5,231,935     $  6,003,203
                                                                                    ============     ============

LIABILITIES AND SHAREHOLDER'S EQUITY
Liabilities
    Certificate reserves .......................................................    $  4,863,318     $  5,648,635
    Equity index options, written ..............................................          22,734           38,128
    Amounts due to brokers .....................................................           1,305            6,630
    Accounts payable and accrued liabilities ...................................         145,460           34,065
                                                                                    ------------     ------------
Total liabilities ..............................................................       5,032,817        5,727,458
                                                                                    ------------     ------------

Shareholder's equity
    Common shares ($10 Par Value, 150,000 shares authorized and issued) ........           1,500            1,500
    Additional paid-in-capital .................................................         289,219          323,844
    Retained earnings ..........................................................           3,472            7,956
    Accumulated other comprehensive loss, net of tax ...........................         (95,073)         (57,555)
                                                                                    ------------     ------------
Total shareholder's equity .....................................................         199,118          275,745
                                                                                    ------------     ------------

Total liabilities and shareholder's equity .....................................    $  5,231,935     $  6,003,203
                                                                                    ============     ============
</TABLE>

                      See Notes to Financial Statements.


                                      2
<PAGE>

                        AMERIPRISE CERTIFICATE COMPANY

                     STATEMENTS OF CASH FLOWS (UNAUDITED)
                                (in thousands)

<TABLE>
<CAPTION>
                                                                                       SIX MONTHS ENDED
                                                                                           JUNE 30,
                                                                                 ----------------------------
                                                                                     2006            2005
                                                                                 ------------    ------------
<S>                                                                              <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income ..................................................................    $     10,891    $     24,021
Adjustments to reconcile net income to net cash provided by
operating activities:
      Interest added to certificate loans ...................................            (177)           (222)
      Amortization of premiums, accretion of discounts, net .................           5,954           8,376
      Deferred taxes, net ...................................................           3,257           9,633
      Net realized investment loss (gain) before income tax  provision ......           2,026          (1,466)
Changes in other operating assets and liabilities:
      Equity index options purchased and written, net .......................             368           9,161
      Due from parent - federal income taxes ................................         (16,372)         (8,752)
      Dividends and interest receivable .....................................           3,430          (3,094)
      Other assets and liabilities, net .....................................          (5,109)         40,672
                                                                                 ------------    ------------
NET CASH PROVIDED BY OPERATING ACTIVITIES ...................................           4,268          78,329
                                                                                 ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES
Available-for-Sale securities:
      Sales .................................................................         203,645          71,426
      Maturities and redemptions ............................................         434,973         384,972
      Purchases .............................................................         (32,365)     (1,074,042)
Other investments:
      Sales .................................................................           8,419          22,050
      Maturities and redemptions ............................................          58,183          54,398
      Purchases .............................................................         (73,411)        (55,473)
Certificate loans:
      Payments ..............................................................             881             668
      Fundings ..............................................................            (617)           (687)
Changes in amounts due to and from brokers, net .............................          (5,881)         20,592
                                                                                 ------------    ------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES .........................         593,827        (576,096)
                                                                                 ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES
      Payments from certificate owners ......................................         849,441       1,909,692
      Provision for certificate reserves ....................................          97,113          85,527
      Certificate maturities and cash surrenders ............................      (1,730,850)     (1,402,205)
      Proceeds from reverse repurchase agreements ...........................         684,000              --
      Payments on reverse repurchase agreements .............................        (563,000)             --
      Dividend/return of capital to parent ..................................         (50,000)             --
                                                                                 ------------    ------------
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES .........................        (713,296)        593,014
                                                                                 ------------    ------------

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ........................        (115,201)         95,247
Cash and cash equivalents beginning of period ...............................         119,100          35,212
                                                                                 ------------    ------------
CASH AND CASH EQUIVALENTS END OF PERIOD .....................................    $      3,899    $    130,459
                                                                                 ============    ============

SUPPLEMENTAL DISCLOSURES:
      Income taxes paid (refunded) ..........................................    $     18,863    $     (2,202)
      Certificate maturities and surrenders through loan reductions .........    $      1,021    $        933
</TABLE>

                      See Notes to Financial Statements.


                                      3
<PAGE>

                        AMERIPRISE CERTIFICATE COMPANY

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

<TABLE>
<CAPTION>
                                                                           THREE MONTHS ENDED           SIX MONTHS ENDED
                                                                                JUNE 30,                    JUNE 30,
                                                                        ------------------------    ------------------------
                                                                           2006          2005          2006          2005
                                                                        ----------    ----------    ----------    ----------
<S>                                                                     <C>           <C>           <C>           <C>
Net income ..........................................................   $    5,152    $   11,827    $   10,891    $   24,021
                                                                        ----------    ----------    ----------    ----------

OTHER COMPREHENSIVE (LOSS) INCOME
  Unrealized (losses) gains on Available-for-Sale securities:
      Unrealized holding (losses) gains arising during the
      period ........................................................      (23,955)       56,669       (59,794)      (31,466)
      Income tax (benefit) expense ..................................       (8,384)       19,835       (20,928)      (11,013)
                                                                        ----------    ----------    ----------    ----------
         Net unrealized holding (losses) gains arising
         during the period ..........................................      (15,571)       36,834       (38,866)      (20,453)
                                                                        ----------    ----------    ----------    ----------

      Reclassification adjustment for losses (gains)
      included in net income ........................................          (36)         (225)        2,073          (451)
      Income tax (expense) benefit ..................................          (13)          (79)          725          (158)
                                                                        ----------    ----------    ----------    ----------
         Net reclassification adjustment for (losses) gains
         included in net income .....................................          (23)         (146)        1,348          (293)
                                                                        ----------    ----------    ----------    ----------
  Net unrealized (losses) gains on Available-for-Sale
  securities ........................................................      (15,594)       36,688       (37,518)      (20,746)
                                                                        ----------    ----------    ----------    ----------

  Unrealized losses on interest rate swaps:
      Unrealized holding losses arising during the period ...........           --            --            --          (515)
      Income tax benefit ............................................           --            --            --          (180)
                                                                        ----------    ----------    ----------    ----------
         Net unrealized holding losses arising during the
         period .....................................................           --            --            --          (335)

      Reclassification adjustment for losses included in net
      income ........................................................           --            --            --           124
      Income tax benefit ............................................           --            --            --            43
                                                                        ----------    ----------    ----------    ----------
         Net reclassification adjustment for losses included
         in net income ..............................................           --            --            --            81
                                                                        ----------    ----------    ----------    ----------

  Net unrealized losses on interest rate swaps ......................           --            --            --          (254)
                                                                        ----------    ----------    ----------    ----------

NET OTHER COMPREHENSIVE (LOSS) INCOME ...............................      (15,594)       36,688       (37,518)      (21,000)
                                                                        ----------    ----------    ----------    ----------

TOTAL COMPREHENSIVE (LOSS) INCOME ...................................   $  (10,442)   $   48,515    $  (26,627)   $    3,021
                                                                        ==========    ==========    ==========    ==========
</TABLE>

                      See Notes to Financial Statements.


                                      4
<PAGE>

                        AMERIPRISE CERTIFICATE COMPANY

                  NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

1.    BASIS OF PRESENTATION

Ameriprise Certificate Company ("ACC" or the "Company") is a wholly-owned
subsidiary of Ameriprise Financial, Inc. ("Ameriprise Financial"). The
accompanying Financial Statements have been prepared in accordance with U.S.
generally accepted accounting principles ("GAAP"). The interim financial
information in this report has not been audited. In the opinion of management,
all adjustments necessary for a fair presentation of the results of operations
and financial position for the interim periods have been made. All adjustments
made were of a normal, recurring nature. Results of operations reported for
interim periods are not necessarily indicative of results for the entire year.

These Financial Statements and Notes should be read in conjunction with the
Financial Statements and Notes in the Annual Report on Form 10-K of ACC for
the year ended December 31, 2005, filed with the Securities and Exchange
Commission ("SEC") on March 10, 2006. Certain reclassifications of prior
period amounts have been made to conform to the current presentation.

SEPARATION OF AMERIPRISE FINANCIAL, INC.

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

In connection with the Distribution, Ameriprise Financial entered into certain
agreements with American Express to effect the separation of its business and
to define the responsibility for obligations arising before and after the date
of the Distribution, including among others, obligations relating to
transition services, taxes and employees. Based on the terms of the
distribution and investment advisory and services agreements set in place
between ACC and its affiliates, no separation costs will be allocated to ACC.

During the third quarter 2005, ACC agreed with American Express Bank Limited
("AEB"), a subsidiary of American Express, to execute an orderly wind-down of
the certificate business marketed through AEB and American Express Bank
International ("AEBI"). This agreement was effected through amendments to the
existing contracts with AEB and AEBI. Under these amendments, as of October 1,
2005 AEB and AEBI no longer market or offer ACC certificate products; however
compensation, at reduced rates, will continue to be paid to AEB and AEBI under
the agreements until the earlier of the date upon which the business sold or
marketed previously by AEB and AEBI no longer remains in effect or termination
of the agreements. The amount of certificate reserves associated with this
business was approximately $0.2 billion and $0.7 billion as of June 30, 2006
and December 31, 2005, respectively.

2.    RECENT ACCOUNTING PRONOUNCEMENTS

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB
Interpretation No. 48, "Accounting for Uncertainty in Income Taxes - an
interpretation of FASB Statement 109" ("FIN 48"). FIN 48 clarifies the
accounting for uncertainty in income taxes recognized in accordance with FASB
Statement No. 109, "Accounting for Income Taxes." FIN 48 prescribes a two-step
process to recognize and measure a tax position taken or expected to be taken
in a tax return. The first step is to determine whether a tax position has met
the more-likely-than-not recognition threshold and the second step is to
measure a tax position that meets the threshold to determine the amount of
benefit to recognize. FIN 48 also provides guidance on derecognition,
classification, interest and penalties, accounting in interim periods,
disclosure, and transition. FIN 48 is effective for fiscal years beginning
after December 15, 2006. The Company is currently evaluating the impact of FIN
48 on the Company's results of operations and financial condition.


                                      5
<PAGE>

                        AMERIPRISE CERTIFICATE COMPANY

             NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

2.    RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

In February 2006, the FASB issued Statement of Financial Accounting Standards
("SFAS") No. 155, "Accounting for Certain Hybrid Financial Instruments-an
amendment of FASB Statements No. 133 and 140." SFAS No. 155 improves financial
reporting by eliminating the exemption from applying SFAS No. 133 to interests
in securitized financial assets so that similar instruments are accounted for
similarly regardless of the form of the instruments. It also improves
financial reporting by allowing a preparer to elect fair value measurement at
acquisition, at issuance, or when a previously recognized financial instrument
is subject to a remeasurement (new basis) event, on an
instrument-by-instrument basis, in cases in which a derivative would otherwise
have to be bifurcated. SFAS No. 155 is effective for all financial instruments
acquired or issued after the beginning of an entity's first fiscal year that
begins after September 15, 2006. The Company is currently evaluating the
impact of SFAS No. 155 on the Company's results of operations and financial
condition.

3.    INVESTMENTS IN UNAFFILIATED ISSUERS

Investments in unaffiliated issuers were:

<TABLE>
<CAPTION>
                                                                               JUNE 30,      DECEMBER 31,
                                                                                 2006            2005
                                                                             ------------    ------------
                                                                                    (IN THOUSANDS)
<S>                                                                          <C>             <C>
    Available-for-Sale securities, at fair value
        (amortized cost: 2006, $4,738,107; 2005, $5,352,361) ............    $  4,591,840    $  5,263,814
    First mortgage loans on real estate and other loans, at cost
        (fair value: 2006, $447,239; 2005, $442,583) ....................         437,583         430,751
    Certificate loans - secured by certificate reserves, at cost,
         which approximates fair value ..................................          10,197          11,305
                                                                             ------------    ------------
    Total ...............................................................    $  5,039,620    $  5,705,870
                                                                             ============    ============
</TABLE>

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

<TABLE>
<CAPTION>
                                                  THREE MONTHS ENDED       SIX MONTHS ENDED
                                                       JUNE 30,                JUNE 30,
                                                 --------------------    --------------------
                                                   2006        2005        2006        2005
                                                 --------    --------    --------    --------
                                                                (IN THOUSANDS)
<S>                                              <C>         <C>         <C>         <C>
    Gross realized investment gains ..........   $    191    $    488    $    658    $  1,071
    Gross realized investment losses .........   $   (154)   $   (264)   $ (2,731)   $   (607)
    Other-than-temporary impairments .........   $     --    $     --    $     --    $    (13)
</TABLE>


                                      6
<PAGE>

                        AMERIPRISE CERTIFICATE COMPANY

             NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

4.    COMMITMENTS AND CONTINGENCIES

Commitments to fund first mortgage loans on real estate at June 30, 2006 and
December 31, 2005 were $2.0 million and $9.3 million, respectively. ACC holds
the mortgage document, which gives it the right to take possession of the
property if the borrower fails to perform according to the terms of the
agreements. ACC employs policies and procedures designed to ensure the
creditworthiness of the borrowers and that funds will be available on the
funding date. ACC's investments in first mortgage loans on real estate are
restricted to 80 percent or less of the market value of the real estate at the
time of the loan funding.

ACC believes that it is not 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 impact
on results of operations in any particular reporting period as the proceedings
are resolved.


                                      7
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

The following Management's Discussion and Analysis ("MD&A") should be read in
conjunction with Ameriprise Certificate Company's ("ACC") Financial Statements
and related notes presented in Item 1. This discussion may contain
forward-looking statements that reflect ACC's plans, estimates and beliefs.
Actual results could differ materially from those discussed in these
forward-looking statements. Factors that could cause or contribute to these
differences include, but are not limited to, those discussed under
"Forward-Looking Statements." ACC believes it is useful to read its MD&A in
conjunction with its Annual Report on Form 10-K for the year ended December
31, 2005, filed with the Securities and Exchange Commission ("SEC") on March
10, 2006, as well as its current reports on Form 8-K and other publicly
available information.

ACC is a wholly-owned subsidiary of Ameriprise Financial, Inc. ("Ameriprise
Financial"). ACC is registered as an investment company under the Investment
Company Act of 1940 (the "1940 Act") and is in the business of issuing
face-amount investment certificates. Face-amount investment certificates
issued by ACC entitle the certificate owner to receive at maturity a stated
amount of money and interest or credits declared from time to time by ACC, at
its discretion. The certificates issued by ACC are not insured by any
government agency. ACC's certificates are sold primarily by Ameriprise
Financial Services, Inc. ("AMPF"), an affiliate of ACC. AMPF is registered as
a broker-dealer in all 50 states, the District of Columbia and Puerto Rico.

ACC follows U.S. generally accepted accounting principles ("GAAP"). Certain
reclassifications of prior period amounts have been made to conform to the
current presentation.

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.

RECENT ACCOUNTING PRONOUNCEMENTS

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

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005

Investment income for the first half of 2006 decreased $11.7 million, or 7.9
percent compared to the same period of the prior year. The decrease was a
result of lower earnings on investments, mainly due to a reduction in holdings
resulting from the American Express Bank Limited ("AEB") and American Express
Bank International ("AEBI") business wind-down. The volume decline was
partially offset by increases in the average yield and derivatives
economically hedging Stock Market Certificates.

For the six months ended June 30, 2006, investment expenses decreased $6.7
million, or 24.8 percent compared to the same period in 2005. The decrease is
mainly due to fewer distribution fees being paid to AEB and AEBI as a result
of the business wind-down.

The provision for certificate reserves increased $11.6 million or 13.5 percent
compared to the same period in 2005, due primarily to increases in short-term
interest rates, greater stock market participation costs, resulting from
equity market appreciation, partially offset by lower volumes due to the AEB
and AEBI business wind-down and a $1 million adjustment for interest credited
on Stock Market Certificates.

For the six months ended June 30, 2006, $0.7 million of gross realized
investment gains were offset by $2.7 million of gross realized investment
losses. Virtually all investment gains and losses were from securities
classified as Available-for-Sale.

For the six months ended June 30, 2005, $2.1 million of gross realized
investment gains were partially offset by $0.6 million of gross realized
investment losses. Included in these realized investment gains and losses are
$1.1 million of gross realized gains and $0.6 million of gross realized losses
from securities classified as Available-for-Sale.


                                      8
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

ACC's principal sources of cash are receipts from sales of face-amount
certificate products and cash flows from investments. ACC's principal uses of
cash are payments to certificate product owners for matured and surrendered
certificates and purchases of investments.

Cash provided by operating activities was $4.3 million and $78.3 million for
the six months ended June 30, 2006 and 2005, respectively. The decrease in
operating cash flows is primarily due to the reduction in net income, a
decrease in payables for securities purchased and fluctuations in operating
assets and liabilities in 2006 compared to 2005.

Cash provided by (used in) investing activities was $593.8 million and
$(576.1) million in the six months ended June 30, 2006 and 2005, respectively.
This change was primarily due to a decrease in purchases of Available-for-Sale
investments and an increase in sales of Available-for-Sale investments, driven
by the AEB and AEBI business wind-down and the need to cash out those
certificate holders.

Cash (used in) provided by financing activities was $(713.3) million and
$593.0 million in the six months ended June 30, 2006 and 2005, respectively.
The change primarily resulted from a decrease in cash received from
certificate sales of $1.1 billion and an increase in cash paid for certificate
maturities and cash surrenders of $328.6 million. The reduction in sales and
increase in maturities is the result of the AEB and AEBI business wind-down
and a sales promotion that was in effect during the first quarter of 2005 and
not in 2006. The change is also a result of ACC paying Ameriprise Financial a
dividend of $50.0 million in 2006.

ACC, as an issuer of face-amount certificates, is impacted by significant
changes in interest rates as interest crediting rates on certificate products
generally reset at shorter intervals than the change in the yield on ACC's
investment portfolio. The specified maturities of most of ACC's certificate
products range from ten to twenty years. Within that maturity period, most
certificates have interest crediting rate terms ranging from three to
thirty-six months. Interest crediting rates are subject to change and
certificate product owners can surrender their certificates without penalty at
term end. As of June 30, 2006, ACC has investment certificate obligations
totaling $4.9 billion of which $2.9 billion have terms ending in 2006, $1.7
billion have terms ending in 2007 and $0.3 billion have terms ending in 2008
and 2009. Contract holders have the right to redeem the investment
certificates earlier and at their discretion subject to a surrender charge.
Mid-term redemptions are most likely to occur in periods of dramatic increases
in interest rates. ACC has investments in mortgage and asset-backed
securities, and to a lesser extent, intermediate term corporate debt
securities. ACC may enter, but currently does not enter, into interest rate
swap contracts that effectively lengthen the rate reset interval on
certificate products. As a result of interest rate fluctuations, the amount of
interest paid on hedged liabilities will positively or negatively impact
reported earnings. Income or loss on the derivative instruments that are
linked to the hedged liabilities will generally offset the effect of this
impact. On two series of ACC's certificates, interest is credited to
certificate products based on the relative change in a major stock market
index between the beginning and end of the certificates' terms. To meet the
obligations related to the provisions of these equity market sensitive
certificates, ACC purchases and writes index call options on a major stock
market index and, from time to time, enters into futures contracts.

ACC's investment program is designed to maintain an investment portfolio that
will produce competitive portfolio yields within risk and liquidity
parameters. ACC's investment program considers investment securities as
investments acquired to meet anticipated certificate owner obligations.

Debt securities and marketable equity securities are classified as
Available-for-Sale and are carried at fair value. The Available-for-Sale
classification does not mean ACC expects to sell these securities, but rather
these securities are available to meet possible liquidity needs should there
be significant changes in market interest rates or certificate owner
redemptions.

Investments in Available-for-Sale securities include $139.9 million and $167.0
million of below investment grade securities (excluding net unrealized
appreciation and depreciation) at June 30, 2006 and December 31, 2005,
respectively. These investments represent 3.0 percent and 3.1 percent of ACC's
Available-for-Sale securities portfolio at June 30, 2006 and December 31,
2005, respectively. These investments may be subject to a higher degree of
risk than the investment grade issues because of the borrower's generally
greater sensitivity to adverse


                                      9
<PAGE>

economic conditions, such as recession or increasing interest rates, and in
certain instances, the lack of an active secondary market. Expected returns on
below investment grade securities reflect consideration of such factors.

Generally, investment securities are carried at fair value on the balance
sheet with unrealized gains and losses recorded in accumulated other
comprehensive loss, net of tax within shareholder's equity. For the six months
ended June 30, 2006 and 2005, ACC experienced net of tax unrealized losses on
Available-for-Sale securities of $38.9 million and $20.5 million,
respectively, as reflected in the Statements of Comprehensive (Loss) Income.
As part of its ongoing monitoring process, management has determined that the
net unrealized losses that arose during 2006 are primarily attributable to
changes in interest rates. Additionally, ACC has the ability and intent to
hold these securities for a time sufficient to recover its amortized cost and
has, therefore, concluded that none of these securities are
other-than-temporarily impaired at June 30, 2006.

The ratio of shareholder's equity, excluding accumulated other comprehensive
loss net of tax, to total assets less certificate loans and net unrealized
losses on securities classified as Available-for-Sale (the Capital-to-Assets
Ratio) at June 30, 2006 and December 31, 2005 was 5.5 percent. In accordance
with a written understanding with the State of Minnesota, Department of
Commerce, ACC has agreed to maintain at all times a minimum Capital-to-Assets
ratio of 5 percent. In addition, ACC is required to maintain cash and
"qualified investments" meeting the standards of Section 28(b) of the 1940
Act, as modified by an exemptive order of the SEC. The amortized cost of such
investments must be at least equal to ACC's net liabilities on all outstanding
face-amount certificates plus $250,000. So long as ACC wishes to rely on the
SEC order, as a condition to the order, ACC has agreed to maintain an amount
of unappropriated retained earnings and capital equal to at least 5 percent of
net certificate reserves.

FORWARD-LOOKING STATEMENTS

This report includes forward-looking statements, which are subject to risks
and uncertainties. The words "believe," "expect," "anticipate," "optimistic,"
"intend," "plan," "aim," "will," "may," "should," "could," "would," "likely,"
and similar expressions are intended to identify forward-looking statements.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date on which they are made. Such
forward-looking statements involve known and unknown risks, uncertainties and
other important factors, which could cause actual results, performance or
achievements to differ materially from future results, performance or
achievements. These statements are not guarantees or indicative of future
performance. Important assumptions and other important factors that could
cause actual results to differ materially from those forward-looking
statements include, but are not limited to, those factors, risks and
uncertainties described in "Item 1A-Risk Factors" and elsewhere in ACC's
Annual Report on Form 10-K for the year ended December 31, 2005 filed with the
SEC. Our future financial condition and results of operations, as well as any
forward-looking statements contained in this report are made only as of the
date hereof. ACC undertakes no obligation to update or revise any
forward-looking statements.


                                      10
<PAGE>

ITEM 4. CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

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

ACC's management, with the participation of its Chief Executive Officer and
Chief Financial Officer, has 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, 2006.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no 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.


                                      11
<PAGE>

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The information set forth in Note 3 to the Financial Statements in Part 1,
Item 1 is incorporated herein by reference.

ITEM 1A. RISK FACTORS

There have been no material changes in the risk factors provided in Part I,
Item 1A. of the Company's Annual Report on Form 10-K for the year ended
December 31, 2005 filed with the SEC on March 10, 2006.

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.


                                      12
<PAGE>

                                  SIGNATURES

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


                                           AMERIPRISE CERTIFICATE COMPANY
                                           ------------------------------
                                                    (Registrant)


Date: August 9, 2006                       By  /s/ William F. Truscott
                                               --------------------------
                                               William F. Truscott
                                               Chief Executive Officer


Date: August 9, 2006                       By  /s/ Brian J. McGrane
                                               --------------------------
                                               Brian J. McGrane
                                               Chief Financial Officer


                                      13
<PAGE>

                                 EXHIBIT INDEX

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

EXHIBIT                              DESCRIPTION
-------  ---------------------------------------------------------------------

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

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

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


                                      E-1