10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 30 OF THE INVESTMENT COMPANY ACT OF 1940 AND SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2012

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from to        

Commission File No. 811-00002

AMERIPRISE CERTIFICATE COMPANY

(Exact name of registrant as specified in its charter)

Delaware	41-6009975
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1099 Ameriprise Financial Center, Minneapolis, Minnesota	55474
(Address of principal executive offices)	(Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o  No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o  No x

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 o

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 (§ 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 x    Noo

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  [Not applicable]

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. (Check one):

Large Accelerated Filer o	Accelerated Filer o
Non-Accelerated Filer x	Smaller reporting company o
(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 o  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 February 27, 2013
Common Shares (par value $10 per share)	150,000 shares

All outstanding shares of the registrant are directly owned by Ameriprise Financial, Inc.

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

Form 10-K

TABLE OF CONTENTS

Item Number		Page
PART I
1.	Business	3
1A.	Risk Factors	5
1B.	Unresolved Staff Comments	10
2.	Properties	10
3.	Legal Proceedings	10
4.	Mine Safety Disclosures	10
PART II
5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	11
6.	Selected Financial Data	11
7.	Management’s Narrative Analysis	12
7A.	Quantitative and Qualitative Disclosures About Market Risk	15
8.	Financial Statements and Supplementary Data	17
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	17
9A.	Controls and Procedures	17
9B.	Other Information	17
PART III
10.	Directors, Executive Officers and Corporate Governance	17
11.	Executive Compensation	17
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	17
13.	Certain Relationships and Related Transactions, and Director Independence	17
14.	Principal Accounting Fees and Services	17
PART IV
15.	Exhibits and Financial Statement Schedules	18
	Signatures	19
	Index to Financial Statements and Schedules	F-1
	Exhibit Index	E-1

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PART I

Item 1.  Business

Overview

Ameriprise Certificate Company (“ACC” or the “Company”) was incorporated on October 28, 1977 under the laws of Delaware. Ameriprise Financial, Inc. (“Ameriprise Financial”), a Delaware corporation, owns 100% of the outstanding voting securities of ACC. Ameriprise Financial and its predecessor companies have more than 118 years of history providing clients with financial solutions.

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 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. ACC’s certificates are distributed and sold by Ameriprise Financial Services, Inc. (“AFSI”), an affiliate of ACC. AFSI is registered as a broker-dealer in all 50 states, the District of Columbia and Puerto Rico.

To ACC’s knowledge, ACC is the largest issuer of face-amount certificates in the United States. However, such certificates compete with many other products (including investments) offered by banks, savings and loan associations, mutual funds, broker-dealers and others, which may be viewed by potential clients as offering a comparable or superior combination of safety and return on investment. In particular, some of ACC’s products are designed to be competitive with the types of investments offered by banks and thrifts. Since ACC’s face-amount certificates are securities, their offer and sale are subject to regulation under federal and state securities laws. ACC’s certificates are backed by ACC’s qualified assets on deposit and are not insured by any governmental agency or other entity.

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

ACC re-launched the Cash Reserve Certificate product in the second quarter of 2012. This product offers clients higher liquidity than ACC’s other currently offered certificates.

Products

As of the date of this report, ACC offers the following five different certificate products to the public:

1.Ameriprise Cash Reserve Certificate

·Single payment certificate that permits additional payments and on which ACC guarantees interest rates in advance for a three month term.

·Currently sold without a sales charge.

·Available as qualified investments for IRAs, 401(k) plans, and other qualified retirement plans.

·Current policy is to re-evaluate the certificate product interest crediting rates weekly to respond to marketplace changes.

·ACC refers to an independent index or source to set the rates for new sales and must set the rates for an initial purchase of the certificate within a specified range of the rate from such index or source.  For renewals, ACC uses such rates as an indication of the competitors’ rates, but is not required to set rates within a specified range.

·Non-Jumbo Deposit National Rates for 3 month CDs as published by the FDIC are used as the guide in setting rates.

·Competes with popular short term investment and savings vehicles such as certificates of deposit, savings accounts, and money market mutual funds that offer comparable yields, liquidity and safety of principal.

2.Ameriprise Flexible Savings Certificate

·Single payment certificate that permits a limited amount of additional payments and on which ACC guarantees interest rates in advance for a term of six, seven, twelve, thirteen, eighteen, twenty-four, thirty or thirty-six months, and potentially other terms, at ACC’s option.

·Currently sold without a sales charge.

·Currently bears surrender charges for premature surrenders.

·Available as qualified investments for IRAs, 401(k) plans, and other qualified retirement plans.

·Current policy is to re-evaluate the certificate product interest crediting rates weekly to respond to marketplace changes.

·ACC refers to an independent index or source to set the rates for new sales and must set the rates for an initial purchase of the certificate within a specified range of the rate from such index or source. For renewals, ACC uses such rates as an indication of the competitors’ rates, but is not required to set rates within a specified range.

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·Non-Jumbo Deposit National Rates as published by the FDIC are used as the guide in setting rates.

·Competes with popular short-term investment vehicles such as certificates of deposit, money market certificates, and money market mutual funds that offer comparable yields, liquidity and safety of principal.

3.Ameriprise Installment Certificate

·Installment payment certificate that declares interest rates in advance for a three-month period.

·Currently sold without a sales charge.

·Currently bears surrender charges for premature surrenders.

·Available as qualified investments for IRAs, 401(k) plans, and other qualified retirement plans.

·Current policy is to re-evaluate the certificate product interest crediting rates weekly to respond to marketplace changes.

·As of the date of this report, ACC has a fixed rate of 0.55% for new sales.

·Intended to help clients save systematically and may compete with passbook savings and NOW accounts.

4.Ameriprise Market Strategy Certificate

·Single payment certificate that also permits additional payments, with a flexible yield, that pays interest at a fixed rate or that offers the certificate product owner the opportunity to have all or part of the certificate product returns tied to fifty-two week stock market performance, up to a maximum return, as measured by a broad stock market index, for a series of fifty-two week terms starting every month or at intervals the certificate product owner selects.

·Currently sold without a sales charge.

·Currently bears surrender charges for premature surrenders.

·Available as qualified investments for IRAs, 401(k) plans, and other qualified retirement plans.

·Current policy is to re-evaluate the certificate product interest crediting rates weekly and maximum return rates at least monthly to respond to marketplace changes.

·Certain banks offer certificates of deposit that have features similar to this certificate.

·The rate of interest is calculated in whole or in part based on any upward movement in a broad-based stock market index up to a maximum return, where the maximum is a fixed rate for a given term, but can be changed at ACC’s discretion for prospective terms.

5.Ameriprise Stock Market Certificate

·Single payment certificate that offers the certificate product owner the opportunity to have all or part of the certificate product returns tied to fifty-two week stock market performance, up to a maximum return, as measured by a broad stock market index, with return of principal guaranteed by ACC. The owner can also choose to earn a fixed rate of interest after the first term.

·Currently sold without a sales charge.

·Currently bears surrender charges for premature surrenders.

·Available as qualified investments for IRAs, 401(k) plans, and other qualified retirement plans.

·Current policy is to re-evaluate the certificate product interest crediting rates weekly and maximum return rates at least monthly to respond to marketplace changes.

·Certain banks offer certificates of deposit that have features similar to this certificate.

·The rate of interest is calculated in whole or in part based on any upward movement in a broad-based stock market index up to a maximum return, where the maximum is a fixed rate for a given term, but can be changed at ACC’s discretion for prospective terms.

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’s end. Currently offered ACC certificates (listed above), as well as certain certificates previously issued by ACC (not listed above), contain renewal features which enable certificate owners to renew their certificate term until certificate maturity. Accordingly, certificate products that are currently outstanding in their renewal periods or are exercised for renewal in the future are, and continue to be, liabilities of ACC until their withdrawals or maturity whether or not such certificates are available for new sales.

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Distribution and Marketing Channels

ACC’s certificates are offered solely by AFSI and sold pursuant to a distribution agreement which is terminable on sixty days’ notice and is subject to annual approval by ACC’s Board of Directors, including a majority of the directors who are not “interested persons” of AFSI or ACC as that term is defined in the 1940 Act. The distribution agreement provides for the payment of distribution fees to AFSI for services provided.

Asset Management

ACC has retained Columbia Management Investment Advisers, LLC (“CMIA”), a wholly owned subsidiary of Ameriprise Financial, to manage ACC’s investment portfolio under an investment management agreement, which is subject to annual review and approval by ACC’s Board of Directors, including a majority of the directors who are not “interested persons” of AFSI, CMIA or ACC. This investment management agreement with CMIA can be terminated by either party on sixty days’ written notice.

Regulation

ACC is required to maintain cash and “qualified assets” meeting the standards of Section 28(b) of the 1940 Act, as modified by an exemptive order of the Securities and Exchange Commission (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. ACC’s qualified assets consist of cash equivalents, syndicated loans and commercial mortgage loans, U.S. government and government agency securities, municipal bonds, corporate bonds, common and preferred stocks, equity index options and other securities meeting specified standards. 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% of certificate reserves (less outstanding certificate loans). To the extent that payment of a dividend would decrease the capital ratio below the required 5%, payment of a dividend would be restricted. In determining compliance with this condition, qualified assets are valued in accordance with the provisions of Minnesota Statutes where such provisions are applicable.

ACC has also entered into a written understanding with the Minnesota Department of Commerce, that ACC will maintain capital equal to 5% of the assets of ACC (less outstanding certificate loans). To the extent that payment of a dividend would decrease this ratio below the required 5%, payment of a dividend would be restricted. When computing its capital for these purposes, ACC values its assets on the basis of statutory accounting for insurance companies rather than U.S. generally accepted accounting principles (“GAAP”). ACC is subject to examination and supervision by the State of Minnesota, Department of Commerce (Banking Division).

Item 1A.  Risk Factors

ACC’s operations and financial results are subject to various risks and uncertainties, including those described below, that could have a material adverse effect on ACC’s business, financial condition or results of operations. Based on information currently known, the following information identifies the material factors affecting ACC. However, the risks and uncertainties ACC faces are not limited to those described below. Additional risks and uncertainties which are not presently known or which are currently believed to be immaterial may also adversely affect ACC’s business.

Risks Relating to ACC’s Business

ACC’s financial condition and results of operations may be adversely affected by market fluctuations and by economic, political and other factors.

ACC’s financial condition and results of operations may be materially affected by market fluctuations and by economic and other factors. Many such factors of a global or localized nature include: political, social, economic and market conditions; the availability and cost of capital; the level and volatility of equity prices, commodity prices and interest rates, currency values and other market indices; technological changes and events; U.S. and foreign government fiscal and tax policies; the availability and cost of credit; inflation; investor sentiment and confidence in the financial markets; terrorism events and armed conflicts; and natural disasters such as weather catastrophes and widespread health emergencies. These factors also may have an impact on ACC’s ability to achieve its strategic objectives.

ACC’s financial condition and results of operations are affected by the “spread”, or the difference between the returns ACC earns on the investments that support its product obligations and the amounts that ACC must pay certificate holders.

ACC’s investment products are sensitive to interest rate fluctuations and ACC’s future costs associated with such variations may differ from its historical costs. During periods of increasing market interest rates, ACC must offer higher crediting rates on existing face-amount certificates to remain competitive. Because returns on invested assets may not increase as quickly as current interest rates, ACC may have to accept a lower spread and thus lower profitability or face a decline in sales and greater loss of existing certificates. In addition, increases in market interest rates may cause increased certificate surrenders as certificate holders seek to

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shift assets to products with perceived higher returns. This process may lead to an earlier than expected outflow of cash from ACC’s business. Also, increases in market interest rates may result in extension of certain cash flows from structured mortgage assets. These withdrawals and surrenders may require investment assets to be sold at a time when the prices of those assets are lower because of the increase in market interest rates, which may result in realized investment losses. Increases in crediting rates, as well as surrenders and withdrawals, could have an adverse effect on ACC’s financial condition and results of operations.

During periods of falling interest rates or stagnancy of low interest rates, ACC’s spread may be reduced or could become negative primarily because ACC may adjust the interest rates it credits on most of the products downward only at limited, pre-established intervals. Interest rate fluctuations also could have an adverse effect on the results of ACC’s investment portfolio. During periods of declining market interest rates or stagnancy of low interest rates, the interest ACC receives on variable interest rate investments decreases. In addition, during those periods, ACC is forced to reinvest the cash it receives as interest or return of principal on its investments in lower-yielding high-grade instruments or in lower-credit instruments to maintain comparable returns. Issuers of certain callable fixed income securities also may decide to prepay their obligations in order to borrow at lower market rates which increase the risk that ACC may have to invest the cash proceeds of these securities in lower-yielding or lower-credit instruments. Offsetting some of these risks is the fact that a significant portion of certificate balances do not have a minimum guaranteed interest crediting rate.

Significant downturns and volatility in equity markets may have, and have in the past had, an adverse effect on the financial condition and results of operations of ACC. Market downturns and volatility may cause, and have caused, potential new purchasers of ACC’s products to refrain from purchasing or to purchase fewer ACC certificate products. Additionally, downturns and volatility in financial markets can have, and have had, an adverse effect on the performance of ACC’s investment portfolio.

For additional information regarding the sensitivity of the fixed income securities in ACC’s investment portfolio to interest rate fluctuations, see Part II, Item 7A of this Form 10-K—“Quantitative and Qualitative Disclosures About Market Risk.”

Changes in the supervision and regulation of the financial industry could materially impact ACC’s results of operations, financial condition and liquidity.

In July 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) was enacted into law. The Dodd-Frank 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 Dodd-Frank 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 Dodd-Frank Act on ACC, the financial industry and the economy cannot be known until all such rules and regulations called for under the Dodd-Frank Act have been finalized, and, in some cases, implemented over time.

Accordingly, while certain elements of these reforms have yet to be finalized and implemented, the Dodd-Frank Act has impacted and is expected to further impact the manner in which ACC markets its products and services, manages itself and its operations and interacts with regulators, all of which could materially impact ACC’s results of operations, financial condition and liquidity. Moreover, to the extent the Dodd-Frank Act impacts the operations, financial condition, liquidity and capital requirements of unaffiliated financial institutions with whom ACC transacts business, those institutions may seek to pass on increased costs, reduce their capacity to transact, or otherwise present inefficiencies in their interactions with ACC.

It is uncertain whether the Dodd-Frank Act, the rules and regulations developed thereunder, or any future legislation designed to stabilize the financial markets, the economy generally, or provide better protections to consumers will have the desired effect. Any new legislation or regulatory changes could require ACC to change certain of ACC’s business practices, impose additional costs on ACC, or otherwise adversely affect ACC’s business operations, regulatory reporting relationships, results of operations or financial condition. Consequences may include substantially higher compliance costs as well as material effects on interest rates and foreign exchange rates, which could materially impact ACC’s investments, results of operations and liquidity in ways that ACC cannot predict.

Changes in and the adoption of accounting standards could have a material impact on ACC’s financial statements.

ACC prepares its financial statements in accordance with GAAP. From time to time, the Financial Accounting Standards Board (“FASB”), the SEC, and other regulators change the financial accounting and reporting standards governing the preparation of ACC’s financial statements. In some cases, ACC could be required to apply a new or revised standard retroactively, resulting in ACC restating prior period financial statements. These changes are difficult to predict, and it is possible that such changes could have a material effect on ACC’s financial condition and results of operations.

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Defaults in ACC’s fixed maturity securities portfolio could adversely affect ACC’s earnings.

Issuers of the fixed maturity securities owned by ACC may default on principal and interest payments. As of December 31, 2012, 9% of ACC’s invested assets had ratings below investment grade. Moreover, economic downturns and corporate malfeasance can increase the number of companies, including those with investment-grade ratings, that could default on their debt obligations.

If the counterparties to the derivative instruments ACC uses to hedge certain certificate liabilities default, ACC may be exposed to risks it had sought to mitigate, which could adversely affect ACC’s financial condition and results of operations.

ACC uses derivative instruments to hedge certain certificate liabilities. ACC enters into a variety of derivative instruments with a number of counterparties. If ACC’s counterparties fail to honor their obligations under the derivative instruments in a timely manner, ACC’s hedges of the related risk will be ineffective. That failure could have a material adverse effect on ACC’s financial condition and results of operations. This risk of failure of ACC’s hedge transactions from counterparty default may be increased by capital market volatility.

Some of ACC’s investments are relatively illiquid.

ACC invests a portion of its assets in privately placed fixed income securities and mortgage loans. Mortgage loans are relatively illiquid. ACC’s investment manager periodically reviews ACC’s private placement investments using adopted standards to categorize such investments as liquid or illiquid. As of December 31, 2012, mortgage loans and private placement fixed income securities that have been categorized as illiquid represented approximately 6% of the carrying value of ACC’s investment portfolio. If ACC requires significant amounts of cash on short notice in excess of its normal cash requirements, ACC may have difficulty selling these investments in a timely manner or be forced to sell them for an amount less than it would otherwise have been able to realize, or both, which could have an adverse effect on ACC’s financial condition and results of operations.

The determination of the amount of allowances and impairments taken on certain investments is subject to management’s evaluation and judgment and could materially impact ACC’s results of operations or financial position.

The determination of the amount of allowances and impairments vary by investment type and is based upon ACC’s periodic evaluation and assessment of inherent and known risks associated with the respective asset class. Such evaluations and assessments are revised as conditions change and new information becomes available. Management updates its evaluations regularly and reflects changes in allowances and impairments in operations as such evaluations are revised. Historical trends may not be indicative of future impairments or allowances.

The assessment of whether impairments have occurred is based on management’s case-by-case evaluation of the underlying reasons for the decline in fair value that considers a wide range of factors about the security issuer and management uses its best judgment in evaluating the cause of the decline in the estimated fair value of the security and in assessing the prospects for recovery. Inherent in management’s evaluation of the security are assumptions and estimates about the operations of the issuer and its future earnings potential.

If ACC’s reserves for future certificate redemptions and maturities are inadequate, ACC may be required to increase its reserve liabilities, which could adversely affect ACC’s results of operations and financial condition.

Investment certificates may be purchased either with a lump-sum payment or by installment payments. Certificate product owners are entitled to receive, at maturity, a definite sum of money. Payments from certificate owners are credited to investment certificate reserves. Investment certificate reserves accumulate interest at specified percentage rates as declared by ACC. Reserves are also maintained for advance payments made by certificate owners, accrued interest thereon, and for additional credits in excess of minimum guaranteed rates and accrued interest thereon. On certificates allowing for the deduction of a surrender charge, the cash surrender values may be less than accumulated investment certificate reserves prior to maturity dates. Cash surrender values on certificates allowing for no surrender charge are equal to certificate reserves. The payment distribution, reserve accumulation rates, cash surrender values, reserve values and other matters are governed by the 1940 Act.

Certain certificates offer a return based on the relative change in a stock market index. The certificates with an equity-based return contain embedded derivatives, which are carried at fair value within investment certificate reserves on the consolidated balance sheets. The fair values of these embedded derivatives incorporate current market data inputs. Changes in fair value are reflected in provision for certificate reserves within the consolidated statements of operations.

ACC monitors its reserve levels continually. If ACC concluded its reserves were insufficient to cover actual or expected redemptions or maturities, ACC would be required to increase its reserves and incur income statement charges for the period in which it makes the determination. Such a determination could adversely affect ACC’s financial condition and results of operations.

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Intense competition could negatively affect ACC’s ability to maintain or increase its market share and profitability.

ACC’s business operates in an intensely competitive industry segment. ACC competes based on a number of factors including name recognition, service, interest rates, product features and perceived financial strength. ACC’s competitors include broker-dealers, banks, asset managers and other financial institutions. ACC’s business faces competitors that have greater market share, offer a broader range of products or have greater financial resources.

ACC’s affiliated distributor may be unable to attract and retain financial advisors.

ACC is dependent on the financial advisors of AFSI for all of the sales of its certificate products. A significant number of such financial advisors operate as independent contractors under a franchise agreement with AFSI. There can be no assurance that AFSI will be successful in its efforts to maintain its current network of financial advisors or to recruit and retain new advisors to its network. If AFSI is unable to attract and retain quality financial advisors, fewer advisors would be available to sell ACC’s certificate products and ACC’s financial condition and results of operations could be materially adversely affected.

ACC’s business is regulated and changes in legislation or regulation may reduce ACC’s profitability and limit its growth.

ACC operates in a regulated industry. As a registered investment company, ACC must observe certain governance, disclosure, record-keeping, marketing, privacy, data protection and other operating requirements. Various regulatory and governmental bodies have the authority to review ACC’s products and business practices and to bring regulatory or other legal actions against ACC if, in their view, ACC’s practices are improper. Any changes to the laws and regulations applicable to ACC’s business, including incremental requirements, costs and risks imposed on ACC, may affect the operations and financial condition of ACC.

Damage to the reputation of ACC or its affiliates could adversely affect the business of ACC.

The ability of ACC to market and sell its products is highly dependent upon external perceptions of ACC’s and its affiliates’ level of service, business practices and financial condition. Damage to the reputation of ACC or its affiliates could cause significant harm to the business and prospects of ACC and may arise from numerous sources, including litigation or regulatory actions, failing to deliver minimum standards of service and quality, compliance failures, any perceived or actual weaknesses in ACC’s financial strength or liquidity; unethical behavior and the misconduct of employees, AFSI’s advisors and counterparties. Negative perceptions or publicity regarding these matters could damage ACC’s or its affiliates’ reputation among existing and potential customers, investors, employees and affiliated advisors. Adverse developments with respect to the financial industry may also, by association, negatively impact ACC’s reputation or result in greater regulatory or legislative scrutiny or litigation against ACC.

ACC’s reputation is also dependent on our continued identification of and mitigation against conflicts of interest, including those relating to the activities of its affiliated entities. For example, conflicts may arise between ACC’s position as a manufacturer of certificate products and the position of an ACC affiliate, AFSI, as the distributor of these products. ACC and its affiliated entities have procedures and controls in place that are designed to address conflicts of interest. However, identifying and appropriately dealing with conflicts of interest is complex and ACC’s reputation could be damaged if it fails, or appears to fail, to deal appropriately with conflicts of interest. In addition, the SEC and other federal and state regulators have increased their scrutiny of potential conflicts of interest. It is possible that potential or perceived conflicts could give rise to litigation or enforcement actions. It is also possible that the regulatory scrutiny of, and litigation in connection with, conflicts of interest will make ACC’s clients less willing to enter into transactions in which such a conflict may occur, and will adversely affect ACC’s business.

Failure of ACC’s service providers to perform their responsibilities could adversely affect ACC’s business.

ACC’s business operations, including investment management, transfer agent, custody and distribution services, are performed by affiliated service providers, or in some cases their subcontractors, pursuant to formal contracts. The failure of a service provider to fulfill its responsibilities could have an adverse effect on ACC’s financial condition and results of operations that could be material.

ACC is subject to tax contingencies that could adversely affect its provision for income taxes.

ACC is subject to the income tax laws of the U.S., its states and municipalities. These tax laws are complex and may be subject to different interpretations. ACC must make judgments and interpretations about the application of these inherently complex tax laws when determining the provision for income taxes and must also make estimates about when in the future certain items affect taxable income in the various tax jurisdictions. Disputes over interpretations of the tax laws may be settled with the taxing authority upon examination or audit.

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The occurrence of natural or man-made disasters and catastrophes could adversely affect the results of operations and financial condition of ACC.

The occurrence of natural disasters and catastrophes, including earthquakes, hurricanes, floods, tornadoes, fires, severe winter weather, explosions, pandemic disease and man-made disasters, including acts of terrorism, insurrections and military actions, could adversely affect the results of operations or financial condition of ACC. Such disasters and catastrophes may impact ACC directly by damaging its facilities, preventing its employees from performing their roles or otherwise disturbing its ordinary business operations. Such disasters and catastrophes may also impact ACC indirectly by changing the condition and behaviors of its customers, business counterparties and regulators, as well as by causing declines or volatility in the economic and financial markets, which could in turn have an adverse effect on ACC’s investment portfolio.

ACC cannot predict the timing and frequency with which natural and man-made disasters and catastrophes may occur, nor can ACC predict the impact that changing climate conditions may have on the frequency and severity of natural disasters. As such, ACC cannot be sure that its actions to identify and mitigate the risks associated with such disasters and catastrophes will be effective.

Breaches of security or interference with ACC’s technology infrastructure could harm ACC’s business.

The business of ACC and its affiliates is reliant upon technology systems and networks, including systems and networks managed by third parties, to process, transmit and store information and to conduct business activities and transactions with clients, AFSI’s advisors, vendors and other third parties. Maintaining the integrity of the systems and networks of ACC and its affiliates is critical to the success of ACC’s business operations, including the retention of clients, and to the protection of ACC’s proprietary information and ACC’s clients’ personal information. To date, ACC has not experienced any material breaches of or interference with its systems and networks, however, we routinely encounter and address such threats, including an increasing frequency of phishing scams, introductions of malware and unauthorized payment requests , Any such breaches or interference by third parties or by ACC’s employees that could in the future occur may have a material adverse impact on ACC’s business, financial condition or results of operations.

ACC and its affiliates have implemented and maintain security measures designed to protect against breaches of security and other interference with systems and networks resulting from attacks by third parties, including hackers, and from employee error or malfeasance. ACC and its affiliates also require third party vendors, who in the provision of services to ACC and its affiliates are provided with or process information pertaining to ACC’s business or its clients, to meet certain information security standards. The increasing reliance on technology systems and networks and the occurrence and potential adverse impact of attacks on such systems and networks, both generally and in the financial services industry, have enhanced government and regulatory scrutiny of the measures taken by companies to protect against cyber-security threats. As these threats, and government and regulatory oversight of associated risks, continue to evolve, we may be required to expend additional resources to enhance or expand upon the security measures ACC currently maintains.

Despite the measures ACC has taken and may in the future take to address and mitigate these risks, ACC cannot assure that the systems and networks of ACC and its affiliates will not be subject to breaches or interference. Any such event may result in operational disruptions as well as unauthorized access to or the disclosure or loss of ACC’s proprietary information or ACC’s clients’ personal information, which in turn may result in legal claims, regulatory scrutiny and liability, reputational damage, the incurrence of costs to eliminate or mitigate further exposure, the loss of clients or other damage to our business. Even if ACC successfully protects its technology infrastructure and the confidentiality of sensitive data, ACC may incur significant expenses in connection with ACC’s responses to any such attacks as well as the adoption and maintenance of appropriate security measures. ACC could also suffer harm to its business and reputation if attempted security breaches are publicized. ACC cannot be certain that advances in criminal capabilities, discovery of new vulnerabilities, attempts to exploit vulnerabilities in ACC’s systems, data thefts, physical system or network break-ins or inappropriate access, or other developments will not compromise or breach the technology or other security measures protecting the networks used in connection with ACC’s products and services.

Protection from system interruptions and operating errors is important to ACC’s business. If ACC experiences a sustained interruption to ACC’s telecommunications or data processing systems, or other failure in operational execution, it could harm ACC’s business.

Operating errors and or network interruptions could delay and disrupt ACC’s ability to develop, deliver or maintain products and services, causing harm to ACC’s business and reputation and resulting in loss of clients or revenue. Interruptions could be caused by operational failures arising from employee error or malfeasance, interference by third parties, including hackers, ACC’s implementation of new technology, as well as from maintenance of existing technology. ACC’s financial, accounting, data processing or other operating systems and facilities may fail to operate or report data properly, experience connectivity disruptions or otherwise become disabled as a result of events that are wholly or partially beyond ACC’s control, adversely affecting ACC’s ability to process transactions or provide products and services to clients. These interruptions can include

9

fires, floods, earthquakes and other natural disasters, power losses, equipment failures, attacks by third parties, failures of internal or vendor software or systems and other events beyond ACC’s control. Further, ACC faces the risk of operational failure (including, without limitation, failure caused by an inaccuracy, untimeliness or other deficiency in data reporting), termination or capacity constraints of any of the clearing agents, exchanges, clearing houses or other financial intermediaries that ACC uses to facilitate or are component providers to ACC’s securities transactions and other product manufacturing and distribution activities. Any such failure, termination or constraint could adversely impact ACC’s ability to effect transactions, service clients, manage exposure to risk, or otherwise achieve desired outcomes.

Risk management policies and procedures may not be fully effective in identifying or mitigating risk exposure in all market environments or against all types of risk, including employee and financial advisor misconduct.

ACC has devoted significant resources to develop risk management policies and procedures and will continue to do so. Nonetheless, ACC’s policies and procedures to identify, monitor and manage risks may not be fully effective in mitigating ACC’s risk exposure in all market environments or against all types of risk. Many of ACC’s methods of managing risk and exposures are based upon observed historical market behavior or statistics based on historical models. During periods of market volatility or due to unforeseen events, the historically derived correlations upon which these methods are based may not be valid. As a result, these methods may not accurately predict future exposures, which could be significantly greater than what ACC’s models indicate. This could cause ACC to incur investment losses or cause ACC’s hedging and other risk management strategies to be ineffective. Other risk management methods depend upon the evaluation of information regarding markets, clients, catastrophe occurrence or other matters that are publicly available or otherwise accessible to ACC, which may not always be accurate, complete, up-to-date or properly evaluated.

Moreover, ACC is subject to the risks of errors and misconduct by ACC’s employees and AFSI’s financial advisors, such as fraud, non-compliance with policies, recommending transactions that are not suitable, and improperly using or disclosing confidential information. These risks are difficult to detect in advance and deter, and could harm ACC’s business, results of operations or financial condition. ACC is further subject to the risk of nonperformance or inadequate performance of contractual obligations by third-party vendors of products and services that are used in ACC’s businesses. Management of operational, legal and regulatory risks requires, among other things, policies and procedures to record properly and verify a large number of transactions and events, and these policies and procedures may not be fully effective in mitigating ACC’s risk exposure in all market environments or against all types of risk. Insurance and other traditional risk-shifting tools may be held by or available to ACC in order to manage certain exposures, but they are subject to terms such as deductibles, coinsurance, limits and policy exclusions, as well as risk of counterparty denial of coverage, default or insolvency.

Item 1B.  Unresolved Staff Comments

None.

Item 2.  Properties

ACC occupies office space in Minneapolis, Minnesota, which is leased or owned by Ameriprise Financial or a subsidiary thereof.

Item 3.  Legal Proceedings

The level of regulatory activity and inquiry in the financial services industry remains elevated. From time to time, ACC receives requests for information from, and/or has been subject to examination by, both the SEC and the Minnesota Department of Commerce concerning its business activities and practices. In addition, a number of state and federal regulatory agencies have initiated examinations and other inquiries related to unclaimed property and escheatment practices and procedures.  The Ameriprise organization has cooperated and will continue to cooperate with applicable regulators regarding their inquiries.

ACC may in the normal course of business be a party to legal, regulatory or arbitration proceedings concerning matters arising in connection with the conduct of its business activities. The outcome of any such proceeding cannot be predicted with any certainty. ACC believes that it is not a party to, nor are any of its properties the subject of, any pending legal, regulatory or arbitration proceedings that are reasonably likely to have a material adverse effect on its financial condition or results of operations. However, it is possible that the outcome of any such proceedings could have a material impact on ACC’s financial position or results of operations.

Item 4.  Mine Safety Disclosures

Not applicable.

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PART II

Item 5.  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

All of ACC’s outstanding common stock is owned by Ameriprise Financial. There is no established public trading market for ACC’s common stock. Frequency and amount of capital transactions with Ameriprise Financial during the past two years were (in millions):

	Dividends/Returns		Receipt of
	of Capital Paid to		Capital from
	Ameriprise Financial		AmeripriseFinancial
For the year ended December 31, 2012:
March 31, 2012	$	11	$	—
September 30, 2012	—		15
October 30, 2012	—		5
November 29, 2012	—		5
December 31, 2012	—		12
Total	$	11	$	37

	Dividends/Returns		Receipt of
	of Capital Paid to		Capital from
	Ameriprise Financial		Ameriprise Financial
For the year ended December 31, 2011:
March 31, 2011	$	20	$	—
June 30, 2011	17		—
September 30, 2011	10		—
December 31, 2011	10		—
Total	$	57	$	—

Restriction on ACC’s present or future ability to pay dividends to Ameriprise Financial:

Certain series of installment certificate products outstanding provide that cash dividends may be paid by ACC only in calendar years for which additional credits of at least one-half of 1% on such series of certificates have been authorized by ACC. This restriction has been satisfied for 2012 and 2011 by ACC’s declaration of additional credits.

Appropriated retained earnings resulting from the pre-declaration of additional credits to ACC’s certificate product owners are not available for the payment of dividends by ACC. In addition, ACC will discontinue issuance of certificates subject to the pre-declaration of additional credits and will make no further pre-declaration as to outstanding certificates if at any time the calculation of ACC’s capital and unappropriated retained earnings should be less than 5% of net certificate reserves (certificate reserves less certificate loans).

Item 6.  Selected Financial Data

Item omitted pursuant to General Instructions (I)(2)(a) of Form 10-K.

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Item 7.  Management’s Narrative Analysis

The following information should be read in conjunction with the accompanying audited consolidated financial statements and related notes included elsewhere in this report. The following discussion may contain forward-looking statements that reflect Ameriprise Certificate Company’s (“ACC” or the “Company”) plans, estimates and beliefs. ACC’s 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 below under the heading “Forward-Looking Statements” and elsewhere in this report, particularly in “Item 1A-Risk Factors.” Management’s narrative analysis is presented pursuant to General Instructions I(2)(a) of Form 10-K in lieu of Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Recent Accounting Pronouncements and Significant Accounting Policies

For information regarding recent accounting pronouncements and their expected impact on ACC’s future results of operations or financial condition and significant accounting policies, see Note 1 to ACC’s consolidated financial statements beginning on page F-10 of this Annual Report on Form 10-K.

Results of Operations

ACC’s net income is derived primarily from the after-tax yield on investments and realized investment gains (losses), less investment expenses and interest credited on certificate reserve liabilities. Net income trends occur largely due to changes in returns on ACC’s investment portfolio, from realization of investment gains (losses) and from changes in interest credited to certificate products. ACC follows U.S. generally accepted accounting principles (“GAAP”).

Net income decreased $20.8 million, or 59%, to $14.4 million for the year ended December 31, 2012 compared to $35.3 million for the prior year primarily due to other-than-temporary impairments on non-agency residential mortgage backed securities and a decrease in investment income as a result of lower average yields partially offset by decreases in investment expenses and net provision for certificate reserves. Results for the year ended December 31, 2012 included a $2.2 million increase to income tax expense for an out-of-period correction related to ACC’s deferred tax balance. Results for the year ended December 31, 2011 included a $3.9 million pretax benefit for revisions to certain accretion calculations in ACC’s valuation of mortgage backed and asset backed securities. Management has determined that the effect of these adjustments is immaterial to all current and prior periods presented.

Investment income decreased $21.2 million, or 19%, to $91.2 million for the year ended December 31, 2012 compared to $112.4 million for the prior year primarily due to lower average yields on invested assets. Investment income for the year ended December 31, 2011 included a $3.9 million pretax benefit for revisions to certain accretion calculations in ACC’s valuation of mortgage backed and asset backed securities.

Investment expenses decreased $3.8 million, or 15%, to $21.8 million for the year ended December 31, 2012 compared to $25.6 million for the prior year. This decrease is primarily due to lower distribution fees on Ameriprise Stock Market Certificates and Ameriprise Market Strategy Certificates as a result of lower fee rates which were effective October 25, 2011. In addition, in 2012 a majority of net inflows were in the Cash Reserve Certificate product which has a lower fee rate than other certificates offered.

Net provision for certificate reserves decreased $2.4 million, or 8%, to $28.9 million for the year ended December 31, 2012 compared to $31.3 million for the prior year primarily due to lower additional credits and interest authorized by ACC.

Net realized loss on investments before income taxes was $14.4 million for the year ended December 31, 2012 compared to $1.8 million for the prior year. Included in net realized investment losses for the year ended December 31, 2012 were other-than-temporary impairments of $15.0 million, which related primarily to credit losses on non-agency residential mortgage backed securities. For 2011, net realized loss on investments included other-than-temporary impairments of $6.9 million, which related primarily to credit losses on non-agency residential mortgage backed securities, partially offset by net realized gains from sales, tenders and calls of Available-for-Sale securities of $4.3 million and a $1.1 million decrease in the syndicated loan reserve.

The effective tax rate was 44.7% for the year ended December 31, 2012 compared to 34.2% for the year ended December 31, 2011. The increase in the effective tax rate from the prior year primarily represents the impact of the $2.2 million increase to income tax expense for an out-of-period correction related to ACC’s deferred tax balance in the fourth quarter of 2012.

It is possible there will be corporate tax reform in the next few years. While impossible to predict, corporate tax reform is likely to include a reduction in the corporate tax rate coupled with reductions in tax preferred items. Any changes could have a material impact on ACC’s income tax expense and the deferred tax balances.

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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 prices or observable inputs in its fair value measurements to the extent available. Non-binding broker quotes are obtained when quotes from third party 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. See Note 9 to ACC’s Consolidated Financial Statements for additional information regarding ACC’s fair value measurements.

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 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. Persistent 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 and loss severity to determine if an other-than-temporary impairment should be recognized.

The following table presents as of December 31, 2012, ACC’s non-agency residential mortgage backed securities backed by subprime, Alt-A or prime mortgage loans by credit rating and vintage year (in thousands):

	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
Subprime
2003 & prior	$	—	$	—	$	1,613	$	1,648	$	5,871	$	5,923	$	—	$	—	$	—	$	—	$	7,484	$	7,571
2004	1,307		1,306		4,700		4,734		4,116		4,224		—		—		5,356		5,025		15,479		15,289
2005	1,248		1,262		5,456		5,725		6,127		6,081		—		—		5,226		5,094		18,057		18,162
2006	—		—		—		—		827		834		—		—		—		—		827		834
2007	—		—		—		—		676		680		—		—		—		—		676		680
Re-Remic(1)	—		—		—		—		2,329		2,243		576		577		—		—		2,905		2,820
Total Subprime	$	2,555	$	2,568	$	11,769	$	12,107	$	19,946	$	19,985	$	576	$	577	$	10,582	$	10,119	$	45,428	$	45,356
Alt-A
2003 & prior	$	—	$	—	$	—	$	—	$	988	$	1,016	$	1,658	$	1,676	$	—	$	—	$	2,646	$	2,692
2004	—		—		—		—		1,292		1,308		2,594		2,484		22,014		17,461		25,900		21,253
2005	—		—		1,185		1,191		—		—		—		—		65,681		54,959		66,866		56,150
2006	—		—		—		—		—		—		—		—		16,959		15,004		16,959		15,004
2007	—		—		—		—		—		—		—		—		30,097		19,762		30,097		19,762
2010	22,641		22,781		—		—		—		—		—		—		—		—		22,641		22,781
Re-Remic(1)	56,871		56,563		—		—		67,411		67,503		12,304		12,333		—		—		136,586		136,399
Total Alt-A	$	79,512	$	79,344	$	1,185	$	1,191	$	69,691	$	69,827	$	16,556	$	16,493	$	134,751	$	107,186	$	301,695	$	274,041
Prime
2003 & prior	$	—	$	—	$	4,446	$	4,722	$	43,228	$	43,010	$	3,248	$	3,240	$	4,286	$	4,360	$	55,208	$	55,332
2004	—		—		1,203		1,220		9,189		9,097		14,636		14,727		55,513		45,353		80,541		70,397
2005	—		—		—		—		—		—		2,335		2,303		80,952		78,093		83,287		80,396
2006	—		—		—		—		—		—		—		—		2,486		2,213		2,486		2,213
2007	—		—		—		—		—		—		—		—		14,803		14,823		14,803		14,823
Re-Remic(1)	167,128		168,182		24,370		24,922		328,669		331,767		—		—		—		—		520,167		524,871
Total Prime	$	167,128	$	168,182	$	30,019	$	30,864	$	381,086	$	383,874	$	20,219	$	20,270	$	158,040	$	144,842	$	756,492	$	748,032
Grand Total	$	249,195	$	250,094	$	42,973	$	44,162	$	470,723	$	473,686	$	37,351	$	37,340	$	303,373	$	262,147	$	1,103,615	$	1,067,429

(1)         Re-Remics of mortgage backed securities are prior vintages with cash flows structured into senior and subordinated bonds. Credit enhancement has been increased through the Re-Remic process on the securities ACC owns.

13

European Exposure

ACC has no European sovereign debt holdings as of December 31, 2012. The following table presents, as of December 31, 2012, ACC’s exposure to European corporate debt by country:

	Amortized		Fair		% of Invested
	Cost		Value		Assets (1)
	(in thousands, except percentages)
Greece	$	—	$	—	—
Italy	—		—		—
Ireland	—		—		—
Portugal	—		—		—
Spain	4,497		4,623		0.1	%
Subtotal	4,497		4,623		0.1	%
Other European exposure	117,524		120,377		3.3	%
Total	$	122,021	$	125,000	3.4	%

(1) Invested assets include cash equivalents and investments.

The corporate debt holding in Spain is in telecommunications. The corporate debt holdings in other European countries are multinational companies concentrated in utilities and non-cyclical industrials. ACC has no exposure to deeply subordinated instruments. ACC does not hedge its European exposure and ACC has no unfunded commitments related to its European debt holdings as of December 31, 2012.

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. 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 expected 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 this Annual Report on Form 10-K. ACC’s 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.

14

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

ACC has three principal components of market risk: interest rate risk, equity price risk, and credit risk. Interest rate risk results from investing in assets that are somewhat longer and reset less frequently than the liabilities they support. ACC manages interest rate risk through the use of a variety of tools that from time to time include derivative instruments, such as interest rate swaps, caps, and floors, which change the interest rate characteristics of client liabilities or investment assets. Due to certain provisions for certificates being impacted by the value of equity indices, from time to time ACC enters into risk management strategies that may include the use of equity derivative instruments, such as equity options, to mitigate ACC’s exposure to volatility in the equity markets.

Ameriprise Financial’s Financial Risk Management Committee (“FRMC”), which is comprised of senior managers, holds regularly scheduled meetings to review models projecting various interest rate scenarios and risk/return measures and their effect on various portfolios managed by Columbia Management Investment Advisers, LLC, including that of ACC. ACC’s Board of Directors has appointed FRMC as the investment committee of ACC. FRMC’s objectives are to structure ACC’s portfolio of investment securities based upon the type and behavior of the certificates in the certificate reserve liabilities, to achieve targeted levels of profitability within defined risk parameters and to meet certificate contractual obligations.

ACC primarily invests in mortgage and asset backed securities and intermediate term corporate debt securities to provide its certificate owners with a competitive rate of return on their certificates while managing risk. These investments provide ACC with a historically dependable and targeted margin between the interest rate earned on investments and the interest rate credited to certificate owners’ accounts. ACC does not invest in securities to generate short-term trading profits for its own account.

To evaluate interest rate and equity price risk, ACC performs sensitivity testing which measures the impact on pretax income from the sources listed below for a 12 month period following a hypothetical 100 basis point increase in interest rates and a hypothetical 10% decline in equity prices. The interest rate risk test assumes a sudden 100 basis point parallel shift in the yield curve, with rates then staying at those levels for the next 12 months. The equity price risk test assumes a sudden 10% drop in equity prices, with equity prices then staying at those levels for the next 12 months. In estimating the values of stock market certificates, ACC assumes no change in implied market volatility despite the 10% drop in equity prices.

The following table presents ACC’s estimate of the pretax impact of these hypothetical market movements as of December 31, 2012:

	Interest Rate Exposure to Pretax Income
Interest Rate Increase 100 Basis Points	Before Hedge Impact			Hedge Impact	Net Impact
	(in thousands)
Certificates	$	(502	)	N/A	$	(502	)

	Equity Price Exposure to Pretax Income
Equity Price Decline 10%	Before Hedge Impact		Hedge Impact			Net Impact
	(in thousands)
Certificates	$	4,382	$	(4,392	)	$	(10	)

N/A  Not Applicable.

At December 31, 2012, aggregating ACC’s exposure from all sources of interest rate risk, ACC estimates a negative impact of $0.5 million on pretax income for the 12 month period if, hypothetically, interest rates had increased by 100 basis points and remained at that level for 12 months. This compares with an estimate of a negative impact of $5.3 million on pretax income for the 12 month period following a hypothetical 100 basis point increase in interest rates at December 31, 2011. The reduction in sensitivity is driven primarily by improved modeling.

At December 31, 2012, aggregating ACC’s exposure from all sources of equity price risk, net of hedging, ACC estimates a negative impact of $10 thousand on pretax income for the 12 month period if, hypothetically, equity markets had declined by 10% and remained at that level for 12 months. This compares with an estimate of a negative impact of $6 thousand on pretax income for the 12 month period following a hypothetical 10% drop in equity markets at December 31, 2011.

Actual results could differ materially from those illustrated above as they are based on a number of estimates and assumptions. These include assuming that implied market volatility does not change when equity prices fall by 10%, the composition of invested assets and liabilities does not change in the 12 month period following the hypothetical market decline and that the 100 basis point increase in interest rates is a parallel shift in the yield curve. Furthermore, ACC has not tried to anticipate changes in client preferences for different types of assets or other changes in client behavior, nor has ACC tried to anticipate actions management might take to increase revenues or reduce expenses in these scenarios.

15

The selection of a 100 basis point interest rate increase and a 10% equity price decline should not be construed as a prediction of future market events. Impacts of larger or smaller changes in interest rates or equity prices may not be proportional to those shown for a 100 basis point increase in interest rates or a 10% decline in equity prices.

ACC has interest rate risk from its Flexible Savings and other fixed rate certificates. These products are investment certificates generally ranging in amounts from $1,000 to $2 million with interest crediting rate terms ranging from three to thirty-six months. ACC guarantees an interest rate to the holders of these products. Payments collected from clients are primarily invested in fixed rate securities to fund the client credited rate with the spread between the rate earned from investments and the rate credited to clients recorded as earned income. Client liabilities and investment assets generally differ as it relates to basis, repricing or maturity characteristics. Rates credited to clients generally reset at shorter intervals than the yield on underlying investments. This exposure is not currently hedged although ACC monitors its investment strategy and makes modifications based on changing liabilities and the expected interest rate environment. ACC had $2.8 billion in reserves included in certificate reserves on the Consolidated Balance Sheet at December 31, 2012 to cover the liabilities associated with these products.

ACC has equity price risk from its stock market certificates. Stock market certificates are purchased for amounts generally from $1,000 to $2 million for terms of 52 weeks which can be extended to a maximum of 20 years. For each term the certificate holder can choose to participate 100% in any percentage increase in the S&P 500 Index up to a maximum return or choose partial participation in any increase in the S&P 500 Index plus a fixed rate of interest guaranteed in advance. If partial participation is selected, the total of equity-linked return and guaranteed rate of interest cannot exceed the maximum return. ACC had $674.1 million in reserves included in certificate reserves on the Consolidated Balance Sheet at December 31, 2012 to cover the liabilities associated with these products.

The equity-linked return to investors creates equity price risk exposure. ACC seeks to minimize this exposure with purchased futures and call spreads that replicate what ACC must credit to client accounts. This risk continues to be fully hedged.

Stock market certificates have interest rate risk as changes in interest rates affect the fair value of the payout to be made to the certificate holder. This risk is immaterial and not currently hedged.

Credit Risk

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

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

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

16

Item 8.  Financial Statements and Supplementary Data

See Index to Consolidated Financial Statements and Schedules on page F-1 hereof.

Item 9.  Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

None.

Item 9A.  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 December 31, 2012.

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 fourth fiscal quarter of the year to which this report relates that have materially affected, or are reasonably likely to materially affect, ACC’s internal control over financial reporting.

Item 9B.  Other Information.

None.

PART III

Item 10.  Directors, Executive Officers and Corporate Governance

Item omitted pursuant to General Instructions (I)(2)(c) of Form 10-K.

Item 11.  Executive Compensation

Item omitted pursuant to General Instructions (I)(2)(c) of Form 10-K.

Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item omitted pursuant to General Instructions (I)(2)(c) of Form 10-K.

Item 13.  Certain Relationships and Related Transactions, and Director Independence

Item omitted pursuant to General Instructions (I)(2)(c) of Form 10-K.

Item 14.  Principal Accountant Fees and Services

The Board of Directors of ACC, at the recommendation of its Audit Committee, has appointed PricewaterhouseCoopers LLP (“PwC”) as independent registered public accountants to audit the consolidated financial statements of ACC for the years ended December 31, 2012 and 2011. The Board of Directors of ACC had previously appointed Ernst & Young LLP (“Ernst & Young”) as independent registered public accountants to audit the consolidated financial statements of ACC for the year ended December 31, 2010.

17

Audit Fees

The aggregate fees billed or to be billed by PwC for each of the last two years for professional services rendered for the audit of ACC’s annual consolidated financial statements and services that were provided in connection with statutory and regulatory filings were $120,000 for both 2012 and 2011.

Audit-Related Fees

ACC was not billed by PwC for any fees for audit-related services for 2012 or 2011.

Tax Fees

ACC was not billed by PwC for any tax fees for 2012 or 2011.

All Other Fees

ACC was not billed by PwC for any other fees for 2012 or 2011.

Policy on Pre-Approval of Services Provided by Independent Registered Public Accountants

Pursuant to the requirements of the Sarbanes-Oxley Act of 2002, the terms of the engagement of PwC are subject to the specific pre-approval of the Audit Committee of Ameriprise Financial. All audit and permitted non-audit services to be performed by PwC for ACC require pre-approval by the Audit Committee of Ameriprise Financial in accordance with pre-approval procedures established by the Audit Committee of Ameriprise Financial. The procedures require all proposed engagements of PwC for services to ACC of any kind to be directed to the General Auditor of Ameriprise Financial and then submitted for approval to the Audit Committee of Ameriprise Financial prior to the beginning of any services.

In addition, the charter of ACC’s Audit Committee requires pre-approval of any engagement, including the fees and other compensation, of PwC (1) to provide any services to ACC and prohibits the performance of certain specified non-audit services, and (2) to provide any non-audit services to Ameriprise Financial or any affiliate of Ameriprise Financial that controls, is controlled by, or under common control with Ameriprise Financial. Certain exceptions apply to the pre-approval requirement.

In 2012 and 2011, 100% of the services provided by PwC for ACC were pre-approved by the Audit Committee of Ameriprise Financial.

PART IV

Item 15.  Exhibits and Financial Statement Schedules

(a)	1. Financial Statements:
	See Index to Consolidated Financial Statements and Schedules on page F-1 hereof.
	2. Consolidated Financial Statement Schedules:
	See Index to Consolidated Financial Statements and Schedules on page F-1 hereof.
	3. Exhibits:
	See Exhibit Index on page E-1 hereof.

18

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

REGISTRANT	AMERIPRISE CERTIFICATE COMPANY
BY		/s/ Abu M. Arif
NAME AND TITLE		Abu M. Arif, Director, President and Chief Executive Officer
		(Principal Executive Officer)
DATE		February 27, 2013

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacity and on the dates indicated.

BY	/s/ Abu M. Arif
NAME AND TITLE	Abu M. Arif, Director, President and Chief Executive Officer
	(Principal Executive Officer)
DATE	February 27, 2013
BY	/s/ Ross P. Palacios
NAME AND TITLE	Ross P. Palacios, Vice President and Chief Financial Officer
	(Principal Financial Officer)
DATE	February 27, 2013
BY	/s/ David K. Stewart
NAME AND TITLE	David K. Stewart, Vice President, Controller and Chief Accounting Officer
	(Principal Accounting Officer)
DATE	February 27, 2013
BY	/s/ Jean B. Keffeler*
NAME AND TITLE	Jean B. Keffeler, Director
DATE	February 27, 2013
BY	/s/ Karen M. Bohn*
NAME AND TITLE	Karen M. Bohn, Director
DATE	February 27, 2013
BY	/s/ Lorna P. Gleason*
NAME AND TITLE	Lorna P. Gleason, Director
DATE	February 27, 2013
BY	/s/ Robert McReavy*
NAME AND TITLE	Robert McReavy, Director
DATE	February 27, 2013

*By	/s/ Abu M. Arif
Name:	Abu M. Arif

Executed by Abu M. Arif on behalf of Jean B. Keffeler, Karen M. Bohn, Lorna P. Gleason and Robert McReavy pursuant to a Power of Attorney, dated February 27, 2013, filed electronically herewith as Exhibit 24(a) to Registrant’s Form 10-K.

19

Index to Consolidated Financial Statements and Schedules

Consolidated Financial Statements:
Part I.	Financial Information:
Item 1.	Consolidated Financial Statements
	Reports of Independent Registered Public Accounting Firms	F-2
	Consolidated Statements of Operations — Years ended December 31, 2012, 2011 and 2010	F-4
	Consolidated Statements of Comprehensive Income — Years ended December 31, 2012, 2011 and 2010	F-5
	Consolidated Balance Sheets — December 31, 2012 and 2011	F-6
	Consolidated Statements of Shareholder’s Equity — Years ended December 31, 2012, 2011 and 2010	F-8
	Consolidated Statements of Cash Flows — Years ended December 31, 2012, 2011 and 2010	F-9
	Notes to Consolidated Financial Statements	F-10
Part II.
Schedule No.:
	Consolidated Financial Schedules:
I	Investments in Securities of Unaffiliated Issuers, December 31, 2012	F-31
III	Mortgage Loans on Real Estate and Interest earned on Mortgages, Years ended December 31, 2012 and 2011	F-41
IV	Real Estate Owned, Years ended December 31, 2012 and 2011	F-45
V	Qualified Assets on Deposit, December 31, 2012	F-46
VI	Certificate Reserves, Years ended December 31, 2012, 2011 and 2010	F-47
VII	Valuation and Qualifying Accounts, Years ended December 31, 2012, 2011 and 2010	F-65

All other Schedules required by Article 6 of Regulation S-X are not required under the related instructions or are inapplicable and therefore have been omitted.

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholder of Ameriprise Certificate Company:

We have audited the accompanying consolidated balance sheets of Ameriprise Certificate Company (a wholly owned subsidiary of Ameriprise Financial, Inc.) (the “Company”) as of December 31, 2012 and 2011 and the related consolidated statements of operations, comprehensive income, shareholder’s equity, and cash flows for the years ended December 31, 2012 and 2011. Our audits also included the consolidated financial statement schedules for 2012 and 2011 listed in the index appearing under Item 15(a)(1). These financial statements and financial statement schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Ameriprise Certificate Company at December 31, 2012 and 2011, and the results of its operations and its cash flows for the years ended December 31, 2012 and 2011 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedules for 2012 and 2011 present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.

/s/ PricewaterhouseCoopers LLP

Minneapolis, Minnesota

February 27, 2013

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholder of Ameriprise Certificate Company

We have audited the accompanying consolidated statements of operations, comprehensive income, shareholder’s equity, and cash flows of Ameriprise Certificate Company (a wholly owned subsidiary of Ameriprise Financial, Inc.) (the Company) for the year ended December 31, 2010. Our audit also included the consolidated financial statement schedules for the year ended December 31, 2010 listed in the Index at Item 15(a). These consolidated financial statements and schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedules based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated results of Ameriprise Certificate Company’s operations and its cash flows for the year ended December 31, 2010, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related consolidated financial statement schedules for the year ended December 31, 2010, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.

/s/ Ernst & Young LLP

Minneapolis, Minnesota

February 23, 2011

F-3

AMERIPRISE CERTIFICATE COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS

	Years Ended December 31,
	2012			2011			2010
	(in thousands)
Investment Income
Interest income from unaffiliated investments:
Available-for-Sale securities	$	82,246		$	101,520		$	137,914
Syndicated loans and commercial mortgage loans	7,796			9,323			13,045
Certificate loans	119			159			235
Dividends	58			151			975
Other	977			1,203			1,800
Total investment income	91,196			112,356			153,969
Investment Expenses
Ameriprise Financial and affiliated company fees:
Distribution	9,614			12,240			14,675
Investment advisory and services	6,917			7,082			8,607
Transfer agent	3,773			4,233			5,051
Depository	44			70			106
Other	1,492			2,011			1,655
Total investment expenses	21,840			25,636			30,094
Net investment income before provision for certificate reserves and income tax expense	69,356			86,720			123,875
Provision for Certificate Reserves
According to the terms of the certificates:
Provision for certificate reserves	1,083			1,254			1,725
Interest on additional credits	59			73			102
Interest on advance payments	—			1			3
Additional credits/interest authorized by ACC	28,427			30,844			51,319
Total provision for certificate reserves before reserve recoveries	29,569			32,172			53,149
Reserve recoveries from terminations prior to maturity	(652		)	(837		)	(971		)
Net provision for certificate reserves	28,917			31,335			52,178
Net investment income before income tax expense	40,439			55,385			71,697
Income tax expense	16,669			18,965			25,915
Net investment income	23,770			36,420			45,782
Net realized gain (loss) on investments
Securities of unaffiliated issuers before income tax expense (benefit)	(14,409		)	(1,797		)	7,115
Income tax expense (benefit)	(5,043		)	(629		)	2,490
Net realized gain (loss) on investments	(9,366		)	(1,168		)	4,625
Net income	$	14,404		$	35,252		$	50,407
Supplemental Disclosures:
Total other-than-temporary impairment losses on securities	$	(14,165	)	$	(24,921	)	$	(11,364	)
Portion of loss recognized in other comprehensive income (before taxes)	(847		)	17,989			8,739
Net impairment losses recognized in net realized gain (loss) on investments	$	(15,012	)	$	(6,932	)	$	(2,625	)

See Notes to Consolidated Financial Statements.

F-4

AMERIPRISE CERTIFICATE COMPANY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Years Ended December 31,
	2012		2011			2010
	(in thousands)
Net income	$	14,404	$	35,252		$	50,407
Other comprehensive income (loss), net of tax:
Net unrealized gains (losses) on securities:
Net unrealized securities gains (losses) arising during the period	43,096		(27,785		)	29,099
Reclassification of net securities (gains) losses included in net income	9,368		1,711			(2,210		)
Total other comprehensive income (loss), net of tax	52,464		(26,074		)	26,889
Total comprehensive income	$	66,868	$	9,178		$	77,296

See Notes to Consolidated Financial Statements.

F-5

AMERIPRISE CERTIFICATE COMPANY

CONSOLIDATED BALANCE SHEETS

	December 31,
	2012		2011
	(in thousands, except share data)
ASSETS
Qualified Assets
Investments in unaffiliated issuers:
Cash and cash equivalents	$	89,232	$	74,498
Available-for-Sale securities:
Fixed maturities, at fair value (amortized cost: 2012, $3,418,374; 2011, $2,644,239)	3,424,910		2,568,896
Common stocks, at fair value (cost: 2012, $2,204; 2011, $1,327)	4,094		2,355
Commercial mortgage loans and syndicated loans, at cost (less allowance for loan losses: 2012, $5,660; 2011, $6,739; fair value: 2012, $156,730; 2011, $174,545)	150,813		169,828
Certificate loans — secured by certificate reserves, at cost, which approximates fair value	1,886		2,498
Real estate owned, at fair value less cost to sell	1,927		1,749
Total investments	3,672,862		2,819,824
Receivables:
Dividends and interest	16,709		13,807
Investment securities sold	3,696		12,806
Other receivables	10		37
Total receivables	20,415		26,650
Equity derivatives, purchased	37,003		34,393
Total qualified assets	3,730,280		2,880,867
Other Assets
Deferred taxes, net	22,070		59,218
Current taxes receivable from parent	1,383		—
Total other assets	23,453		59,218
Total assets	$	3,753,733	$	2,940,085

See Notes to Consolidated Financial Statements.

F-6

AMERIPRISE CERTIFICATE COMPANY

CONSOLIDATED BALANCE SHEETS (Continued)

	December 31,
	2012		2011
	(in thousands, except share data)
LIABILITIES AND SHAREHOLDER’S EQUITY
Liabilities
Certificate reserves
Installment certificates:
Reserves to mature	$	28,187	$	32,589
Additional credits and accrued interest	241		299
Fully paid certificates:
Reserves to mature	3,476,054		2,738,491
Additional credits and accrued interest	7,419		5,207
Due to unlocated certificate holders	94		139
Total certificate reserves	3,511,995		2,776,725
Accounts payable and accrued liabilities:
Due to related party	201		142
Current taxes payable to parent	—		12,237
Payable for investment securities purchased	1,084		11
Total accounts payable and accrued liabilities	1,285		12,390
Equity derivatives, written	29,532		28,979
Other liabilities	3,381		7,319
Total liabilities	3,546,193		2,825,413
Shareholder’s Equity
Common shares ($10 par value, 150,000 shares authorized and issued)	1,500		1,500
Additional paid-in capital	191,517		160,250
Retained earnings:
Appropriated for additional interest on advance payments	15		15
Unappropriated	9,137		—
Accumulated other comprehensive income (loss), net of tax	5,371		(47,093		)
Total shareholder’s equity	207,540		114,672
Total liabilities and shareholder’s equity	$	3,753,733	$	2,940,085

See Notes to Consolidated Financial Statements.

F-7

AMERIPRISE CERTIFICATE COMPANY

CONSOLIDATED STATEMENTS OF SHAREHOLDER’S EQUITY

							Retained Earnings
							(Accumulated Deficit)
							Appropriated
							for					Accumulated
							Additional					Other
	Number of			Additional			Interest on					Comprehensive
	Outstanding	Common		Paid-In			Advance					Income (Loss),
	Shares	Shares		Capital			Payments		Unappropriated			Net of Tax			Total
	(in thousands, except share data)
Balance at January 1, 2010	150,000	$	1,500	$	297,964		$	15	$	(6,373	)	$	(47,908	)	$	245,198
Comprehensive income:
Net income	—	—		—			—		50,407			—			50,407
Other comprehensive income, net of tax	—	—		—			—		—			26,889			26,889
Total comprehensive income															77,296
Dividend/return of capital to parent	—	—		(115,966		)	—		(44,034		)	—			(160,000		)
Balance at December 31, 2010	150,000	1,500		181,998			15		—			(21,019		)	162,494
Comprehensive income:
Net income	—	—		—			—		35,252			—			35,252
Other comprehensive loss, net of tax	—	—		—			—		—			(26,074		)	(26,074		)
Total comprehensive income															9,178
Dividend/return of capital to parent	—	—		(21,748		)	—		(35,252		)	—			(57,000		)
Balance at December 31, 2011	150,000	1,500		160,250			15		—			(47,093		)	114,672
Comprehensive income:
Net income	—	—		—			—		14,404			—			14,404
Other comprehensive income, net of tax	—	—		—			—		—			52,464			52,464
Total comprehensive income															66,868
Dividend/return of capital to parent	—	—		(5,733		)	—		(5,267		)	—			(11,000		)
Receipt of capital from parent	—	—		37,000			—		—			—			37,000
Balance at December 31, 2012	150,000	$	1,500	$	191,517		$	15	$	9,137		$	5,371		$	207,540

See Notes to Consolidated Financial Statements.

F-8

AMERIPRISE CERTIFICATE COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Years Ended December 31,
	2012			2011			2010
	(in thousands)
Cash Flows from Operating Activities
Net income	$	14,404		$	35,252		$	50,407
Adjustments to reconcile net income to net cash provided by operating activities:
Interest added to certificate loans	(83		)	(104		)	(153		)
Amortization of premiums, accretion of discounts, net	11,099			1,718			(1,337		)
Deferred income taxes	6,872			1,350			11,494
Net realized (gain) loss on Available-for-Sale securities	14,412			2,633			(3,400		)
Other net realized (gain) loss	(3		)	15			549
Provision for loan loss	—			(851		)	(4,264		)
Changes in operating assets and liabilities:
Dividends and interest receivable	(2,973		)	4,928			9,138
Certificate reserves, net	1,988			(8,977		)	(13,227		)
Due to/from parent for income taxes, net	(13,620		)	4,570			(10,388		)
Derivatives, net	(3,405		)	8,399			11,583
Derivatives collateral, net	1,392			(3,574		)	(10,962		)
Other, net	(4,348		)	(6,497		)	(3,027		)
Net cash provided by operating activities	25,735			38,862			36,413
Cash Flows from Investing Activities
Available-for-Sale securities:
Sales	29,828			87,777			81,338
Maturities, redemptions and calls	763,122			1,121,381			1,735,941
Purchases	(1,579,861		)	(959,058		)	(997,670		)
Syndicated loans and commercial mortgage loans:
Sales	1,047			139			37,711
Maturities, redemptions and calls	42,256			65,069			74,268
Purchases and fundings	(26,868		)	(30,868		)	—
Certificate loans:
Payments	380			382			668
Fundings	(187		)	(249		)	(446		)
Net cash provided by (used in) investing activities	(770,283		)	284,573			931,810
Cash Flows from Financing Activities
Payments from certificate owners	1,660,382			729,213			847,363
Certificate maturities and cash surrenders	(927,100		)	(1,103,342		)	(1,782,577		)
Capital contribution from parent	37,000			—			—
Dividend/return of capital to parent	(11,000		)	(57,000		)	(160,000		)
Net cash provided by (used in) financing activities	759,282			(431,129		)	(1,095,214		)
Net increase (decrease) in cash and cash equivalents	14,734			(107,694		)	(126,991		)
Cash and cash equivalents at beginning of period	74,498			182,192			309,183
Cash and cash equivalents at end of period	$	89,232		$	74,498		$	182,192
Supplemental disclosures including non-cash transactions:
Cash paid for income taxes	$	17,005		$	12,844		$	26,992
Cash paid for interest	32,572			40,284			73,064
Certificate maturities and surrenders through loan reductions	502			772			1,768

See Notes to Consolidated Financial Statements.

F-9

1.  Basis of Presentation and Summary of Significant Accounting Policies

Nature of Business

Ameriprise Certificate Company (“ACC” or the “Company”), 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 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 by Ameriprise Financial Services, Inc. (“AFSI”), an affiliate of ACC. AFSI is registered as a broker-dealer in all 50 states, the District of Columbia and Puerto Rico.

As of December 31, 2012, ACC offered five different certificate products to the public. ACC 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’s end. In addition, two types of certificate products have interest tied, in whole or in part, to a broad-based stock market index. All of the certificates are available as qualified investments for Individual Retirement Accounts, 401(k) plans and other qualified retirement plans.

In the fourth quarter of 2012, ACC completed a review of its deferred tax balances. This review resulted in adjustments to ACC’s deferred tax balances. The net impact of the review resulted in an increase to income tax expense of $2.2 million. In the year ended December 31, 2011, ACC made an adjustment for additional bond discount accretion investment income related to prior periods resulting from revisions to the accounting classification of certain structured securities, which resulted in a $3.9 million pretax benefit. Management has determined that the effect of these corrections is not material to all current and previously issued financial statements.

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

Basis of Financial Statement Presentation

The accompanying consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). ACC uses the consolidation method of accounting for its wholly owned subsidiary, Investors Syndicate Development Corp.

Accounting estimates are an integral part of the consolidated financial statements. In part, they are based upon assumptions concerning future events. Among the more significant are those that relate to investment securities valuation and recognition of other-than-temporary impairments and income taxes and the recognition of deferred tax assets and liabilities. These accounting estimates reflect the best judgment of management and actual results could differ.

Interest Income

Interest income is accrued as earned using the effective interest method, which makes an adjustment for security premiums and discounts, so that the related security recognizes a constant rate of return on the outstanding balance throughout its term.

Dividend Income

ACC recognizes dividend income on an accrual basis similar to that used for recognizing interest income on debt securities.

Cash and Cash Equivalents

ACC has defined cash equivalents as highly liquid investments with original maturities of 90 days or less.

Available-for-Sale Securities

Available-for-Sale securities are carried at fair value with unrealized gains (losses) recorded in accumulated other comprehensive income (loss), net of income taxes. Gains and losses are recognized in the Consolidated Statements of Operations upon disposition of the securities.

When the fair value of an investment is less than its amortized cost, ACC assesses whether or not (i) it has the intent to sell the security (made a decision to sell) or (ii) it is more likely than not that ACC will be required to sell the security before its anticipated recovery. If either of these conditions is met, an other-than-temporary impairment is considered to have occurred and ACC must recognize an other-than-temporary impairment for the difference between the investment’s amortized cost basis and its fair value through earnings. For securities that do not meet the above criteria, and ACC does not expect to recover a security’s amortized cost basis, the security is also considered other-than-temporarily impaired. For these securities,

F-10

ACC separates the total impairment into the credit loss component and the amount of the loss related to other factors. The amount of the total other-than-temporary impairment related to credit loss is recognized in earnings. The amount of the total other-than-temporary impairment related to other factors is recognized in other comprehensive income (loss), net of income taxes. For Available-for-Sale securities that have recognized an other-than-temporary impairment through earnings, the difference between the amortized cost basis and the cash flows expected to be collected is accreted as interest income, if through subsequent evaluation there is a sustained increase in the cash flow expected. Subsequent increases and decreases in the fair value of Available-for-Sale securities are included in other comprehensive income (loss).

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

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

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

For structured investments (e.g., residential mortgage backed securities, commercial mortgage backed securities, and asset backed securities), ACC also considers factors such as overall deal structure and its position within the structure, quality of underlying collateral, delinquencies and defaults, loss severities, recoveries, prepayments and cumulative loss projections in assessing potential other-than-temporary impairments of these investments. Based upon these factors, securities that have indicators of potential other-than-temporary impairment are subject to detailed review by management. Securities for which declines are considered temporary continue to be carefully monitored by management.

Commercial Mortgage, Syndicated and Certificate Loans

Commercial Mortgage Loans and Syndicated Loans

Commercial mortgage loans and syndicated loans are reflected within investments in unaffiliated issuers at amortized cost less the allowance for loan losses. Syndicated loans represent ACC’s investment in below investment grade loan syndications.

Interest income is accrued on the unpaid principal balances of the loans as earned.

Certificate Loans

Certificate loans are reflected within investments in unaffiliated issuers at the unpaid principal balance, plus accrued interest. When originated, the loan balances do not exceed the cash surrender value of the underlying products. As there is minimal risk of loss related to certificate loans, ACC does not record an allowance for loan losses for certificate loans.

Nonaccrual Loans

Generally, loans are evaluated for or placed on nonaccrual status when either the collection of interest or principal has become 90 days past due or is otherwise considered doubtful of collection. When a loan is placed on nonaccrual status, unpaid accrued interest is reversed. Interest payments received on loans on nonaccrual status are generally applied to principal or in accordance with the loan agreement unless the remaining principal balance has been determined to be fully collectible.

Commercial mortgage loans are evaluated for impairment when the loan is considered for nonaccrual status, restructured or foreclosure proceedings are initiated on the property. If it is determined that the fair value is less than the current loan balance, it

F-11

is written down to fair value less selling costs. Foreclosed property is recorded as real estate owned. Syndicated loans are placed on nonaccrual status when management determines it will not collect all contractual principal and interest on the loan.

Allowance for Loan Losses

Management determines the adequacy of the allowance for loan losses by portfolio based on the overall loan portfolio composition, recent and historical loss experience, and other pertinent factors, including, when applicable, internal risk ratings, loan-to-value (“LTV”) ratios, debt service coverage and occupancy rates, along with economic and market conditions. This evaluation is inherently subjective as it requires estimates, which may be susceptible to significant change.

ACC determines the amount of the allowance required for certain sectors based on management’s assessment of relative risk characteristics of the loan portfolio. The allowance is recorded for homogeneous loan categories on a pool basis, based on an analysis of product mix and risk characteristics of the portfolio, including geographic concentration, bankruptcy experiences, and historical losses, adjusted for current trends and market conditions.

While ACC attributes portions of the allowance to specific loan pools as part of the allowance estimation process, the entire allowance is available to absorb losses inherent in the total loan portfolio. The allowance is increased through provisions charged to net realized gain (loss) on investments and reduced/increased by net charge-offs/recoveries.

Impaired Loans

ACC considers a loan to be impaired when, based on current information and events, it is probable ACC will not be able to collect all amounts due (both interest and principal) according to the contractual terms of the loan agreement. Impaired loans may also include loans that have been modified in troubled debt restructurings as a concession to borrowers experiencing financial difficulties. Management evaluates for impairment all restructured loans and loans with higher impairment risk factors. Factors used by ACC to determine whether all amounts due on commercial mortgage loans will be collected, include but are not limited to, the financial condition of the borrower, performance of the underlying properties, collateral and/or guarantees on the loan, and the borrower’s estimated future ability to pay based on property type and geographic location.  The impairment recognized is measured as the excess of the loan’s recorded investment over: (i) the present value of its expected principal and interest payments discounted at the loan’s effective interest rate, (ii) the fair value of collateral or (iii) the loan’s observable market price.

Restructured Loans

A loan is classified as a restructured loan when ACC makes certain concessionary modifications to contractual terms for borrowers experiencing financial difficulties. When the interest rate, minimum payments, and/or due dates have been modified in an attempt to make the loan more affordable to a borrower experiencing financial difficulties, the modification is considered a troubled debt restructuring. Generally, performance prior to the restructuring or significant events that coincide with the restructuring are considered in assessing whether the borrower can meet the new terms which may result in the loan being returned to accrual status at the time of the restructuring or after a performance period. If the borrower’s ability to meet the revised payment schedule is not reasonably assured, the loan remains on nonaccrual status.

Real Estate Owned

ACC acquires certain parcels of real estate through foreclosure and takes physical possession of the real estate collateral. ACC records the underlying collateral as its own real estate, referred to as real estate owned (“REO”). REO is classified as held-for-sale and recorded at fair value less costs to sell.

Certificate Reserves

Investment certificates may be purchased either with a lump-sum payment or by installment payments. Certificate product owners are entitled to receive, at maturity, a definite sum of money. Payments from certificate owners are credited to investment certificate reserves. Investment certificate reserves accumulate interest at specified percentage rates as declared by ACC. Reserves also are maintained for advance payments made by certificate owners, accrued interest thereon, and for additional credits in excess of minimum guaranteed rates and accrued interest thereon. On certificates allowing for the deduction of a surrender charge, the cash surrender values may be less than accumulated investment certificate reserves prior to maturity dates. Cash surrender values on certificates allowing for no surrender charge are equal to certificate reserves. The payment distribution, reserve accumulation rates, cash surrender values, reserve values and other matters are governed by the 1940 Act.

Certain certificates offer a return based on the relative change in a stock market index. The certificates with an equity-based return contain embedded derivatives, which are carried at fair value within investment certificate reserves on the Consolidated Balance Sheets. The fair values of these embedded derivatives incorporate current market data inputs. Changes in fair value are reflected in provision for certificate reserves within the Consolidated Statements of Operations.

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Derivatives and Hedging Activities

Derivative instruments, consisting of options and futures contracts, if any, are classified in the Consolidated Balance Sheets at fair value. The fair value of ACC’s derivative instruments is determined using either market quotes or valuation models that are based upon the net present value of estimated future cash flows and incorporate current market observable inputs to the extent available. The accounting for the change in the fair value of the derivative instrument depends on its intended use and the resulting hedge designation, if any. For derivative instruments that do not qualify for hedge accounting or are not designated as accounting hedges, changes in fair value are recognized in current period earnings. ACC’s policy is to not offset fair value amounts recognized for derivatives and collateral arrangements executed with the same counterparty under the same master netting arrangement.

Income Taxes

ACC’s taxable income is included in the consolidated federal income tax return of Ameriprise Financial. ACC provides for income taxes on a separate return basis, except that, under an agreement between Ameriprise Financial and ACC, tax benefits are recognized for losses to the extent they can be used in the consolidated return. It is the policy of Ameriprise Financial that it will reimburse its subsidiaries for any tax benefits recorded.

ACC’s provision for income taxes represents the net amount of income taxes that ACC expects to pay or to receive from various taxing jurisdictions in connection with its operations. ACC provides for income taxes based on amounts that ACC believes it will ultimately owe, taking into account the recognition and measurement for uncertain tax positions. Inherent in the provision for income taxes are estimates and judgments regarding the tax treatment of certain items. In connection with the provision for income taxes, ACC’s Consolidated Financial Statements reflect certain amounts related to deferred tax assets and liabilities, which result from temporary differences between the assets and liabilities measured for financial statement purposes versus the assets and liabilities measured for tax return purposes.

ACC is required to establish a valuation allowance for any portion of the deferred tax assets that management believes will not be realized. Significant judgment is required in determining if a valuation allowance should be established, and the amount of such allowance if required. Factors used in making this determination include estimates relating to the performance of the business including the ability to generate capital gains. Consideration is given to, among other things in making this determination, i) future taxable income exclusive of reversing temporary differences and carryforwards, ii) future reversals of existing taxable temporary differences, iii) taxable income in prior carryback years, and iv) tax planning strategies. Based on analysis of ACC’s tax positions, management believes it is more likely than not that ACC’s results of future operations and implementation of tax planning strategies will generate sufficient taxable income to enable ACC to utilize all of the deferred tax assets. Accordingly, no valuation allowance for deferred tax assets has been established as of December 31, 2012.

Recent Accounting Pronouncements

Adoption of New Accounting Standards

Comprehensive Income

In June 2011, the Financial Accounting Standards Board (“FASB”) updated the accounting standards related to the presentation of comprehensive income. The standard requires entities to present all nonowner changes in stockholder’s equity either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The standard is effective for interim and annual periods beginning after December 15, 2011. ACC retrospectively adopted the standard in the first quarter of 2012. The adoption of the standard did not have any effect on ACC’s consolidated results of operations and financial condition.

Fair Value

In May 2011, the FASB updated the accounting standards related to fair value measurement and disclosure requirements. The standard requires entities, for assets and liabilities measured at fair value in the statement of financial position which are Level 3 fair value measurements, to disclose quantitative information about unobservable inputs and assumptions used in the measurements, a description of the valuation processes in place, and a qualitative discussion about the sensitivity of the measurements to changes in unobservable inputs and interrelationships between those inputs if a change in those inputs would result in a significantly different fair value measurement. In addition, the standard requires disclosure of fair value by level within the fair value hierarchy for each class of assets and liabilities not measured at fair value in the statement of financial position but for which the fair value is disclosed. The standard is effective for interim and annual periods beginning on or after December 15, 2011. ACC adopted the standard in the first quarter of 2012. The adoption of the standard did not have any effect on ACC’s consolidated results of operations and financial condition. See Note 9 for the required disclosures.

F-13

Future Adoption of New Accounting Standards

Comprehensive Income

In February 2013, the FASB updated the accounting standard related to comprehensive income. The update requires entities to provide information about significant amounts reclassified out of accumulated other comprehensive income. The standard is effective for interim and annual periods beginning after December 15, 2012 and is required to be applied prospectively. The adoption of the standard will not impact the Company’s consolidated results of operations and financial condition.

Balance Sheet

In December 2011, the FASB updated the accounting standards to require new disclosures about offsetting assets and liabilities. The standard requires an entity to disclose both gross and net information about certain financial instruments and transactions subject to master netting arrangements (or similar arrangements) or eligible for offset in the statement of financial position. The standard is effective for interim and annual periods beginning on or after January 1, 2013 on a retrospective basis. The adoption of the standard is not expected to impact ACC’s consolidated results of operations and financial condition.

2.  Deposit of Assets and Maintenance of Qualified Assets

Under the provisions of its certificates and the 1940 Act, ACC was required to have Qualified Assets (as defined in Section 28(b) of the 1940 Act) in the amount of $3.5 billion and $2.8 billion at December 31, 2012 and 2011, respectively. ACC reported Qualified Assets of $3.7 billion and $3.0 billion at December 31, 2012 and 2011, respectively. Qualified Assets excluded net unrealized pretax gains on Available-for-Sale securities of $6.5 million at December 31, 2012 and net unrealized pretax losses on Available-for-Sale securities of $75.3 million at December 31, 2011. Additionally, Qualified Assets excluded unsettled investment purchases of $1.1 million and nil at December 31, 2012 and 2011, respectively.

Qualified Assets are valued in accordance with such provisions of Minnesota Statutes as are applicable to investments of life insurance companies. These values are the same as financial statement carrying values, except for debt securities classified as Available-for-Sale and all marketable equity securities, which are carried at fair value in the consolidated financial statements but are valued at either amortized cost, market value or par value based on the state requirements for qualified asset and deposit maintenance purposes.

Pursuant to provisions of the certificates, the 1940 Act, the Central Depository Agreement and requirements of various states, Qualified Assets (accounted for on a trade date basis) of ACC were deposited as follows:

	December 31, 2012
	Deposits		Required Deposits		Excess
	(in thousands)
Deposits to meet certificate liability requirements:
Pennsylvania (at market value)	$	207	$	100	$	107
Texas, Illinois, New Jersey (at par value)	215		205		10
Central Depository	3,653,999		3,513,994		140,005
Total	$	3,654,421	$	3,514,299	$	140,122
	December 31, 2011
	Deposits		Required Deposits		Excess
	(in thousands)
Deposits to meet certificate liability requirements:
Pennsylvania (at market value)	$	207	$	100	$	107
Texas, Illinois, New Jersey (at par value)	215		205		10
Central Depository	2,890,490		2,775,344		115,146
Total	$	2,890,912	$	2,775,649	$	115,263

The assets on deposit with the Central Depository at December 31, 2012 and 2011 consisted of securities and other loans having a deposit value of $3.5 billion and $2.7 billion, respectively, mortgage loans on real estate of $121.2 million and $116.1 million, respectively, and other investments of $81.1 million and $74.5 million, respectively. There were no material unsettled purchases of investments related to these assets on deposit at December 31, 2012 or 2011.

Ameriprise Trust Company, the custodian for ACC, is the Central Depository. See Note 7 for information on related party transactions.

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3.  Investments

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

	December 31, 2012
Description of Securities	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Noncredit OTTI (1)
	(in thousands)
Residential mortgage backed securities	$	1,661,052	$	24,077	$	(49,671	)	$	1,635,458	$	(33,283	)
Corporate debt securities	957,964		14,628		(2,188		)	970,404		3
Commercial mortgage backed securities	402,877		12,013		(180		)	414,710		—
Asset backed securities	396,101		8,141		(355		)	403,887		—
U.S. government and agencies obligations	380		71		—			451		—
Common stocks	2,204		1,902		(12		)	4,094		721
Total	$	3,420,578	$	60,832	$	(52,406	)	$	3,429,004	$	(32,559	)
	December 31, 2011
Description of Securities	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Noncredit OTTI (1)
	(in thousands)
Residential mortgage backed securities	$	1,434,542	$	18,793	$	(117,672	)	$	1,335,663	$	(53,066	)
Corporate debt securities	515,491		8,442		(1,168		)	522,765		—
Commercial mortgage backed securities	442,905		6,795		(249		)	449,451		—
Asset backed securities	248,916		10,092		(487		)	258,521		—
U.S. government and agencies obligations	2,385		111		—			2,496		—
Common stocks	1,327		1,028		—			2,355		94
Total	$	2,645,566	$	45,261	$	(119,576	)	$	2,571,251	$	(52,972	)

(1)Represents the amount of OTTI 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.

At December 31, 2012 and 2011, fixed maturity securities comprised approximately 93% and 91%, respectively, of ACC’s total investments. Rating agency designations are based on the availability of ratings from Nationally Recognized Statistical Rating Organizations (“NRSROs”), including Moody’s Investors Service (“Moody’s”), Standard & Poor’s Ratings Services (“S&P”), and Fitch Ratings Ltd. (“Fitch”). ACC uses the median of available ratings from Moody’s, S&P and Fitch, or if fewer than three ratings are available, the lower rating is used. When ratings from Moody’s, S&P and Fitch are unavailable, as is the case for many private placement securities, ACC may utilize ratings from other NRSROs or rate the securities internally. At December 31, 2012 and 2011, approximately $110.9 million and $14.8 million, respectively, of securities were internally rated by Columbia Management Investment Advisers, LLC (“CMIA”) using criteria similar to those used by NRSROs. A summary of fixed maturity securities by rating was as follows:

	December 31, 2012						December 31, 2011
	Amortized				Percent of Total		Amortized				Percent of Total
Ratings	Cost		Fair Value		Fair Value		Cost		Fair Value		Fair Value
	(in thousands, except percentages)
AAA	$	1,482,332	$	1,507,947	44	%	$	1,359,063	$	1,381,636	54	%
AA	92,712		95,778		3		173,210		172,781		7
A	759,808		767,931		22		310,711		307,875		12
BBB	750,410		761,850		22		491,096		491,575		19
Below investment grade	333,112		291,404		9		310,159		215,029		8
Total fixed maturities	$	3,418,374	$	3,424,910	100	%	$	2,644,239	$	2,568,896	100	%

At December 31, 2012 and 2011, approximately 42% and 33%, respectively, of the securities rated AAA were GNMA, FNMA and FHLMC mortgage backed securities.

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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:

	December 31, 2012
	Less than 12 months						12 months or more						Total
Description of Securities	Number of Securities	Fair Value		Unrealized Losses			Number of Securities	Fair Value		Unrealized Losses			Number of Securities	Fair Value		Unrealized Losses
	(in thousands, except number of securities)
Residential mortgage backed securities	16	$	300,375	$	(641	)	81	$	364,204	$	(49,030	)	97	$	664,579	$	(49,671	)
Corporate debt securities	31	310,622		(2,188		)	—	—		—			31	310,622		(2,188		)
Commercial mortgage backed securities	5	35,073		(180		)	—	—		—			5	35,073		(180		)
Asset backed securities	8	98,536		(355		)	—	—		—			8	98,536		(355		)
Common stocks	2	99		(12		)	—	—		—			2	99		(12		)
Total	62	$	744,705	$	(3,376	)	81	$	364,204	$	(49,030	)	143	$	1,108,909	$	(52,406	)

	December 31, 2011
	Less than 12 months						12 months or more						Total
Description of Securities	Number of Securities	Fair Value		Unrealized Losses			Number of Securities	Fair Value		Unrealized Losses			Number of Securities	Fair Value		Unrealized Losses
	(in thousands, except number of securities)
Residential mortgage backed securities	53	$	507,624	$	(16,536	)	82	$	268,481	$	(101,136	)	135	$	776,105	$	(117,672	)
Corporate debt securities	17	89,457		(1,010		)	2	1,876		(158		)	19	91,333		(1,168		)
Commercial mortgage backed securities	6	36,710		(220		)	4	16,346		(29		)	10	53,056		(249		)
Asset backed securities	10	59,514		(484		)	1	1,851		(3		)	11	61,365		(487		)
Total	86	$	693,305	$	(18,250	)	89	$	288,554	$	(101,326	)	175	$	981,859	$	(119,576	)

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 movement in credit spreads primarily related to non-agency residential mortgage backed securities purchased prior to 2008.

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

	Years Ended December 31,
	2012		2011			2010
	(in thousands)
Beginning balance	$	64,545	$	59,855		$	57,446
Credit losses for which an other-than-temporary impairment was not previously recognized	1,499		2,461			578
Reductions for securities sold during the period (realized)	—		(2,041		)	—
Credit losses for which an other-than-temporary impairment was previously recognized	13,513		4,270			1,831
Ending balance	$	79,557	$	64,545		$	59,855

The change in net unrealized securities gains (losses) in other comprehensive income (loss) 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.

F-16

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

	Net Unrealized Investment Gains (Losses)			Deferred Income Tax			Accumulated Other Comprehensive Income (Loss) Related to Net Unrealized Investment Gains (Losses)
	(in thousands)
Balance at January 1, 2010	$	(73,860	)	$	25,952		$	(47,908	)
Net unrealized securities gains arising during the period (2)	44,221			(15,122		)	29,099
Reclassification of gains included in net income	(3,400		)	1,190			(2,210		)
Balance at December 31, 2010	(33,039		)	12,020			(21,019		)(1)
Net unrealized securities losses arising during the period (2)	(43,909		)	16,124			(27,785		)
Reclassification of losses included in net income	2,633			(922		)	1,711
Balance at December 31, 2011	(74,315		)	27,222			(47,093		)(1)
Net unrealized securities gains arising during the period (2)	68,329			(25,233		)	43,096
Reclassification of losses included in net income	14,412			(5,044		)	9,368
Balance at December 31, 2012	$	8,426		$	(3,055	)	$	5,371	(1)

(1)Includes $21.1 million, $34.4 million and $25.5 million of noncredit related impairments on securities and net unrealized securities losses on previously impaired securities at December 31, 2012, 2011 and 2010, respectively.

(2)Includes other-than-temporary impairment losses on Available-for-Sale securities related to factors other than credit that were recognized in other comprehensive income (loss) during the period.

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

	Years Ended December 31,
	2012			2011			2010
	(in thousands)
Gross realized gains	$	792		$	4,324		$	6,393
Gross realized losses	(192		)	(25		)	(368		)
Other-than-temporary impairments	(15,012		)	(6,932		)	(2,625		)
Total	$	(14,412	)	$	(2,633	)	$	3,400

Other-than-temporary impairments for the years ended December 31, 2012, 2011 and 2010 primarily related to credit losses on non-agency residential mortgage backed securities.

Available-for-Sale securities by contractual maturity at December 31, 2012 were as follows:

	Amortized Cost		Fair Value
	(in thousands)
Due within one year	$	30,327	$	30,723
Due after one year through five years	912,138		924,424
Due after five years through 10 years	15,665		15,432
Due after 10 years	214		276
	958,344		970,855
Residential mortgage backed securities	1,661,052		1,635,458
Commercial mortgage backed securities	402,877		414,710
Asset backed securities	396,101		403,887
Common stocks	2,204		4,094
Total	$	3,420,578	$	3,429,004

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 stocks, were not included in the maturities distribution.

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4.  Commercial Mortgage, Syndicated and Certificate Loans

ACC’s financing receivables include commercial mortgage loans, syndicated loans and certificate loans. Certificate loans do not exceed the cash surrender value of the certificate at origination. As there is minimal risk of loss related to certificate loans, ACC does not record an allowance for loan losses for certificate loans.

The following tables present a rollforward of the allowance for loan losses for the years ended and the ending balance of the allowance for loan losses by impairment method and type of loan:

	December 31, 2012
	Commercial Mortgage Loans		Syndicated Loans			Total
	(in thousands)
Beginning balance	$	2,576	$	4,163		$	6,739
Charge-offs	—		(1,079		)	(1,079		)
Ending balance	$	2,576	$	3,084		$	5,660
Individually evaluated for impairment	$	1,000	$	—		$	1,000
Collectively evaluated for impairment	1,576		3,084			4,660

	December 31, 2011
	Commercial Mortgage Loans		Syndicated Loans			Total
	(in thousands)
Beginning balance	$	2,576	$	5,281		$	7,857
Charge-offs	—		(267		)	(267		)
Provisions	—		(851		)	(851		)
Ending balance	$	2,576	$	4,163		$	6,739
Individually evaluated for impairment	$	1,000	$	669		$	1,669
Collectively evaluated for impairment	1,576		3,494			5,070

	December 31, 2010
	Commercial Mortgage Loans			Syndicated Loans			Total
	(in thousands)
Beginning balance	$	1,497		$	14,105		$	15,602
Charge-offs	(500		)	(2,981		)	(3,481		)
Provisions	1,579			(5,843		)	(4,264		)
Ending balance	$	2,576		$	5,281		$	7,857
Individually evaluated for impairment	$	—		$	669		$	669
Collectively evaluated for impairment	2,576			4,612			7,188

The recorded investment in financing receivables by impairment method and type of loan was as follows:

	December 31, 2012
	Commercial Mortgage Loans		Syndicated Loans		Total
	(in thousands)
Individually evaluated for impairment	$	3,892	$	1,474	$	5,366
Collectively evaluated for impairment	119,933		31,174		151,107
Total	$	123,825	$	32,648	$	156,473

	December 31, 2011
	Commercial Mortgage Loans		Syndicated Loans		Total
	(in thousands)
Individually evaluated for impairment	$	4,125	$	3,308	$	7,433
Collectively evaluated for impairment	114,532		54,602		169,134
Total	$	118,657	$	57,910	$	176,567

F-18

As of December 31, 2012 and 2011, ACC’s recorded investment in financing receivables individually evaluated for impairment for which there was no related allowance for loan losses was $3.6 million and $2.2 million, respectively. Unearned income, unamortized premiums and discounts, and net unamortized deferred fees and costs are not material to ACC’s total loan balance. During the years ended December 31, 2012 and 2011, ACC sold $2.7 million and $134 thousand, respectively, of syndicated loans. There were no significant purchases of financing receivables during the years ended December 31, 2012 and 2011.

ACC has not acquired any loans with deteriorated credit quality as of the acquisition date.

Credit Quality Information

Nonperforming loans, which are generally loans 90 days or more past due, were $3.2 million and $3.6 million as of December 31, 2012 and 2011, respectively. All other loans were considered to be performing.

Commercial Mortgage Loans

ACC reviews the credit worthiness of the borrower and the performance of the underlying properties in order to determine the risk of loss on commercial mortgage loans. Based on this review, the commercial mortgage loans are assigned an internal risk rating, which management updates as necessary. Commercial mortgage loans which management has assigned its highest risk rating were 3.1% and 3.5% of total commercial mortgage loans at December 31, 2012 and 2011, respectively. Loans with the highest risk rating represent distressed loans which ACC has identified as impaired or expects to become delinquent or enter into foreclosure within the next six months. In addition, ACC reviews the concentrations of credit risk by region and property type.

Concentrations of credit risk of commercial mortgage loans by U.S. region were as follows:

	Loans				Percentage
	December 31,				December 31,
	2012		2011		2012		2011
	(in thousands)
East North Central	$	5,089	$	5,171	4	%	4	%
Middle Atlantic	8,893		5,816		7		5
Mountain	10,026		9,095		8		8
New England	10,763		11,060		9		9
Pacific	32,183		28,171		26		24
South Atlantic	35,862		29,773		29		25
West North Central	15,079		19,632		12		17
West South Central	5,930		9,939		5		8
	123,825		118,657		100	%	100	%
Less: allowance for loan losses	2,576		2,576
Total	$	121,249	$	116,081

Concentrations of credit risk of commercial mortgage loans by property type were as follows:

	Loans				Percentage
	December 31,				December 31,
	2012		2011		2012		2011
	(in thousands)
Apartments	$	35,042	$	33,781	28	%	28	%
Industrial	24,782		24,449		20		21
Office	13,172		17,039		11		14
Retail	35,194		20,402		28		17
Other	15,635		22,986		13		20
	123,825		118,657		100	%	100	%
Less: allowance for loan losses	2,576		2,576
Total	$	121,249	$	116,081

F-19

Syndicated Loans

ACC’s syndicated loan portfolio is diversified across industries and issuers. The primary credit indicator for syndicated loans is whether the loans are performing in accordance with the contractual terms of the syndication. Total nonperforming syndicated loans at December 31, 2012 and 2011 were $1.5 million and $1.8 million, respectively, which represent 5% and 3% of total syndicated loans at December 31, 2012 and 2011, respectively.

Troubled Debt Restructurings

The following table presents the number of loans restructured by ACC during the period and their recorded investment at the end of the period:

	Years Ended December 31,
	2012			2011
	Number of Loans	Recorded Investment		Number of Loans	Recorded Investment
	(in thousands, except number of loans)
Syndicated loans	3	$	1,052	2	$	239

The troubled debt restructurings did not have a material impact to ACC’s allowance for loan losses or income recognized for the years ended December 31, 2012 and 2011. There are no material commitments to lend additional funds to borrowers whose loans have been restructured.

5.  Certificate Reserves

Reserves maintained on outstanding certificates have been computed in accordance with the provisions of the certificates and Section 28 of the 1940 Act. The average rates of accumulation on certificate reserves at December 31, 2012 were as follows:

	Reserve Balance		Average Gross Accumulation Rates		Average Additional Credit Rates
	(in thousands, except percentages)
Installment certificates:
Reserves to mature:
With guaranteed rates	$	21	4.00	%	0.50	%
Without guaranteed rates (1)	28,166		0.35	%	0.35	%
Additional credits and accrued interest:
With guaranteed rates	3		3.37	%	—
Without guaranteed rates (1)	238		N/A		N/A
Fully paid certificates:
Reserves to mature:
With guaranteed rates	26,678		3.26	%	0.01	%
Without guaranteed rates (1)	2,830,025		0.89	%	0.89	%
Equity indexed (2)	619,351		N/A		N/A
Additional credits and accrued interest:
With guaranteed rates	1,666		3.21	%	—
Without guaranteed rates (1)	5,753		N/A		N/A
Due to unlocated certificate holders	94		—		—
Total	$	3,511,995

F-20

The average rates of accumulation on certificate reserves at December 31, 2011 were as follows:

	Reserve Balance		Average Gross Accumulation Rates		Average Additional Credit Rates
	(in thousands, except percentages)
Installment certificates:
Reserves to mature:
With guaranteed rates	$	50	4.00	%	0.50	%
Without guaranteed rates (1)	32,539		0.31	%	0.31	%
Additional credits and accrued interest:
With guaranteed rates	10		3.44	%	—
Without guaranteed rates (1)	289		N/A		N/A
Fully paid certificates:
Reserves to mature:
With guaranteed rates	30,343		3.24	%	0.01	%
Without guaranteed rates (1)	2,023,358		1.04	%	1.04	%
Equity indexed (2)	684,790		N/A		N/A
Additional credits and accrued interest:
With guaranteed rates	2,109		3.19	%	—
Without guaranteed rates (1)	3,098		N/A		N/A
Due to unlocated certificate holders	139		—		—
Total	$	2,776,725

N/A Not Applicable.

(1)There is no minimum rate of accrual on these reserves. Interest is declared periodically, quarterly, or annually in accordance with the terms of the separate series of certificates.

(2)Ameriprise Stock Market Certificate and Ameriprise Market Strategy Certificate enable the certificate owner to participate in any relative rise in a major stock market index up to a cap without risking loss of principal. Generally the certificates have a term of 52 weeks and may continue for up to 20 years. The reserve balances on these certificates at December 31, 2012 and 2011 were $674.1 million and $736.4 million, respectively.

On certain series of single payment certificates, additional interest is pre-declared for periods greater than one year. The retained earnings appropriated for the pre-declared additional interest at both December 31, 2012 and 2011 was nil, which reflects the difference between certificate reserves on these series, calculated on a statutory basis, and the reserves maintained per books.

The carrying amounts of net certificate reserves consisted of the following:

	December 31,
	2012			2011
	(in thousands)
Reserves with terms of one year or less	$	3,361,028		$	2,571,630
Other	150,967			205,095
Total certificate reserves	3,511,995			2,776,725
Unapplied certificate transactions	373			56
Certificate loans and accrued interest	(1,915		)	(2,538		)
Total	$	3,510,453		$	2,774,243

F-21

6.  Regulation and Dividend Restrictions

Certain series of installment certificates outstanding provide that cash dividends may be paid by ACC only in calendar years for which additional credits of at least one-half of 1% on such series of certificates have been authorized by ACC. This restriction has been satisfied for 2012 and 2011 by ACC’s declaration of additional credits.

ACC is required to maintain cash and “qualified assets” meeting the standards of Section 28(b) of the 1940 Act, as modified by an 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. ACC’s qualified assets consist of cash equivalents, syndicated loans, commercial mortgage loans, U.S. government and government agency securities, municipal bonds, corporate bonds, common and preferred stocks, equity index options and other securities meeting specified standards. 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% of certificate reserves (less outstanding certificate loans). To the extent that payment of a dividend would decrease the capital ratio below the required 5%, payment of a dividend would be restricted. In determining compliance with this condition, qualified assets are valued in accordance with the provisions of Minnesota Statutes where such provisions are applicable.

ACC has also entered into a written understanding with the Minnesota Department of Commerce, that ACC will maintain capital equal to 5% of the assets of ACC (less outstanding certificate loans). To the extent that payment of a dividend would decrease this ratio below the required 5%, payment of a dividend would be restricted. When computing its capital for these purposes, ACC values its assets on the basis of statutory accounting for insurance companies rather than GAAP. ACC is subject to examination and supervision by the Minnesota Department of Commerce (Banking Division).

Ameriprise Financial and ACC entered into a Capital Support Agreement on March 2, 2009, pursuant to which Ameriprise Financial agrees to commit such capital to ACC as is necessary to satisfy applicable minimum capital requirements, up to a maximum commitment of $115 million. For the year ended December 31, 2012, Ameriprise Financial has not infused any additional capital into ACC under this agreement.

7.  Related Party Transactions

Distribution services

Fees payable to AFSI on sales of ACC’s certificates are based upon terms of agreements giving AFSI the right to distribute the certificates covered under the agreements. The agreements provide for payment of fees over a period of time.

From time to time, ACC may sponsor or participate in sales promotions involving one or more of the certificates and their respective terms. These promotions may offer a special interest rate to attract new clients or retain existing clients. To cover the cost of these promotions, distribution fees paid to AFSI may be lowered.

The aggregate fees payable under the agreements are 2.5% of all payments received during the month for installment certificates sold on or after April 30, 1997.

The Ameriprise Cash Reserve Certificates have contractual distribution fee rates of 0.025% of the purchase price at the time of issuance and 0.025% of the reserves maintained for these certificates at the beginning of the second and subsequent quarters from issue date. These fees became effective on May 21, 2012 when the product was reopened to new purchases.

Effective April 26, 2000, the Ameriprise Flexible Savings Certificates have contractual distribution fee rates of 0.08% of the purchase price at the time of issuance and 0.08% of the reserves maintained for these certificates at the beginning of the second and subsequent quarters from issue date. Since January 2, 2007, ACC has continuously offered 7 and 13 month Flexible Savings Certificates. Since the continuous offering began, the distribution fee on 7 month Flexible Savings Certificates has been 0.08% of the initial payment and 0.08% of the reserves maintained for these certificates at the beginning of the second and subsequent quarters after issuance. The distribution fee on the 13 month term has been 0.032% of the initial payment and 0.032% of the reserves maintained for these certificates at the beginning of the second and subsequent quarters after issuance.

Effective October 25, 2011, the Ameriprise Stock Market Certificate and Ameriprise Market Strategy Certificates, sold through AFSI, have contractual distribution fee rates of 0.50% of the initial investment on the first day of the certificate’s term and 0.50% of the reserves maintained for these certificates at the beginning of each subsequent term. The previous effective rate, set April 28, 1999, was 0.90%.

F-22

Investment advisory and services

Effective December 31, 2006, the investment advisory and services agreement with CMIA, provides for a graduated scale of fees equal on an annual basis to 0.35% on the first $250 million of total book value of investments of ACC, 0.30% on the next $250 million, 0.25% on the next $500 million and 0.20% on the amount in excess of $1 billion. The fee is payable monthly in an amount equal to one-twelfth of each of the percentages set forth above. Net invested assets for purposes of this computation are cash equivalents, accounts receivable for interest and dividends and securities sold, accounts payable for invested assets purchased, securities available-for-sale (including any segregated assets), trading securities, purchased equity index options, written equity index options and mortgages.

The fee paid to CMIA for managing and servicing syndicated loans is equal to 0.35%. The fee is payable monthly and is equal to one-twelfth of 0.35%, computed each month on the basis of book value of the loans as of the close of business on the last full business day of the preceding month.

Transfer agent fees

The basis of computing transfer agent fees paid or payable to Columbia Management Investment Services Corp. (“CMIS”) is under a Transfer Agent Agreement to maintain certificate owner accounts and records effective December 31, 2006.  ACC pays CMIS a monthly fee of one-twelfth of $20.00 per certificate owner account for this service in addition to certain out-of-pocket expenses. Effective January 1, 2013, this fee has increased to $26.00 per certificate owner account.

Depository fees

In December 2008, Ameriprise Trust Company entered into an agreement with a subcustodian to provide depository services for ACC’s assets. As a result, the depository fees paid to Ameriprise Trust Company are asset-based with additional charges for transactional custody fees charged by the subcustodian.

8.  Income Taxes

The components of income tax provision were as follows:

	Years Ended December 31,
	2012			2011			2010
	(in thousands)
Current income tax:
Federal	$	4,828		$	16,442		$	13,323
State and local	(74		)	544			3,588
Total current income tax	4,754			16,986			16,911
Deferred income tax:
Federal	6,459			1,371			13,342
State and local	413			(21		)	(1,848		)
Total deferred income tax	6,872			1,350			11,494
Total income tax provision	$	11,626		$	18,336		$	28,405

The principal reasons that the aggregate income tax provision is different from that computed by using the U.S. statutory rate of 35% were as follows:

	Years Ended December 31,
	2012		2011		2010
Tax at U.S. statutory rate	35.0	%	35.0	%	35.0	%
State income tax, net	1.4		0.6		0.7
Taxes applicable to prior years	8.3		(1.4	)	0.4
Income tax provision	44.7	%	34.2	%	36.1	%

The increase in the effective tax rate from 34.2% for the year ended December 31, 2011 to 44.7% for the year ended December 31, 2012 primarily represents the impact of the $2.2 million increase to income tax expense for an out-of-period correction related to ACC’s deferred tax balance. See Note 1 for further information on the out-of-period correction.

F-23

Deferred income tax assets and liabilities result from temporary differences between the assets and liabilities measured for GAAP reporting versus income tax return purposes. The significant components of deferred tax assets and liabilities were as follows:

	December 31,
	2012		2011
	(in thousands)
Deferred income tax assets:
Investments, including bond discounts and premiums	$	21,606	$	30,225
Certificate reserves	3,600		1,673
Investment unrealized losses, net	—		27,221
Other	—		99
Total deferred income tax assets	25,206		59,218
Deferred income tax liabilities:
Investment unrealized gains, net	3,052		—
Other	84		—
Total deferred income tax liabilities	3,136		—
Net deferred income tax assets	$	22,070	$	59,218

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

	2012		2011			2010
	(in thousands)
Balance at January 1	$	736	$	—		$	4,436
Additions for tax positions of prior years	—		1,919			—
Reductions for tax positions of prior years	—		(1,183		)	—
Settlements	—		—			(4,436		)
Balance at December 31	$	736	$	736		$	—

If recognized, approximately $1.0 million, net of federal tax benefits, of the unrecognized tax benefits as of both December 31, 2012 and 2011, would affect the effective tax rate.

ACC recognizes interest and penalties related to unrecognized tax benefits as a component of the income tax provision. ACC recognized interest and penalties of nil, $1.1 million and $0.3 million for the years ended December 31, 2012, 2011 and 2010, respectively. ACC had $1.1 million for the payment of interest and penalties accrued at both December 31, 2012 and 2011.

It is reasonably possible that the total amounts of unrecognized tax benefits will change in the next 12 months. Based on the current audit position of ACC, it is estimated that the total amount of gross unrecognized tax benefits may decrease by $469 thousand in the next 12 months.

ACC files income tax returns, as part of its inclusion in the consolidated federal income tax returns of Ameriprise Financial, in the U.S. federal jurisdiction, and various states and foreign jurisdictions. The Internal Revenue Service (“IRS”) has completed its field examination of the 1997 through 2007 tax returns. However, for federal income tax purposes these years, except for 2007, continue to remain open as a consequence of certain unagreed upon issues. The IRS is in the process of completing the audit of Ameriprise Financial’s U.S. income tax returns for 2008 and 2009, and began auditing 2010 and 2011 in the fourth quarter of 2012. ACC’s or its subsidiary’s state income tax returns are currently open for years after 1997.

F-24

9.  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 1Unadjusted quoted prices for identical assets or liabilities in active markets that are accessible at the measurement date.

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

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

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

	December 31, 2012
	Level 1		Level 2		Level 3		Total
	(in thousands)
Assets
Cash equivalents	$	—	$	81,098	$	—	$	81,098
Available-for-Sale securities:
Residential mortgage backed securities	—		1,382,860		252,598		1,635,458
Corporate debt securities	—		859,761		110,643		970,404
Commercial mortgage backed securities	—		378,650		36,060		414,710
Asset backed securities	—		381,664		22,223		403,887
U.S. government and agencies obligations	451		—		—		451
Common stocks	1,054		2,216		824		4,094
Total Available-for-Sale securities	1,505		3,005,151		422,348		3,429,004
Equity derivatives, purchased	—		37,003		—		37,003
Total assets at fair value	$	1,505	$	3,123,252	$	422,348	$	3,547,105
Liabilities
Certificate reserves	$	—	$	7,904	$	—	$	7,904
Equity derivatives, written	—		29,532		—		29,532
Total liabilities at fair value	$	—	$	37,436	$	—	$	37,436

	December 31, 2011
	Level 1		Level 2		Level 3		Total
	(in thousands)
Assets
Cash equivalents	$	—	$	74,498	$	—	$	74,498
Available-for-Sale securities:
Residential mortgage backed securities	—		1,255,083		80,580		1,335,663
Corporate debt securities	—		509,781		12,984		522,765
Commercial mortgage backed securities	—		449,451		—		449,451
Asset backed securities	—		230,709		27,812		258,521
U.S. government and agencies obligations	458		2,038		—		2,496
Common stocks	653		1,362		340		2,355
Total Available-for-Sale securities	1,111		2,448,424		121,716		2,571,251
Equity derivatives, purchased	—		34,389		4		34,393
Total assets at fair value	$	1,111	$	2,557,311	$	121,720	$	2,680,142
Liabilities
Certificate reserves	$	—	$	5,551	$	—	$	5,551
Equity derivatives, written	—		28,979		—		28,979
Total liabilities at fair value	$	—	$	34,530	$	—	$	34,530

F-25

The following tables provide a summary of changes in Level 3 assets and liabilities measured at fair value on a recurring basis:

	Available-for-Sale Securities
	Residential						Commercial
	Mortgage			Corporate			Mortgage			Asset
	Backed			Debt			Backed			Backed			Common
	Securities			Securities			Securities			Securities			Stocks			Derivatives			Total
	(in thousands)
Balance, January 1, 2012	$	80,580		$	12,984		$	—		$	27,812		$	340		$	4		121,720
Total gains (losses) included in:
Net income	(5,286		)(1)	(259		)(2)	(41		)(2)	246		(2)	—			—			(5,340		)
Other comprehensive income (loss)	10,871			458			349			508			(14		)	—			12,172
Purchases	268,970			99,856			12,203			—			873			—			381,902
Sales	—			—			—			—			—			(4		)	(4		)
Settlements	(27,401		)	(2,399		)	—			(6,343		)	—			—			(36,143		)
Transfers into Level 3	10,905			3			23,549			—			—			—			34,457
Transfers out of Level 3	(86,041		)	—			—			—			(375		)	—			(86,416		)
Balance, December 31, 2012	$	252,598		$	110,643		$	36,060		$	22,223		$	824		$	—		$	422,348
Change in unrealized gains (losses) included in net income related to Level 3 assets held December 31, 2012	$	(5	)(2)	$	(259	)(2)	$	(41	)(2)	$	231	(2)	$	—		$	—		$	(74	)

(1)   Represents a $(5,246) loss included in net realized gain (loss) on investments and a $(40) loss included in investment income in the Consolidated Statements of Operations.

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

	Available-for-Sale Securities
	Residential						Commercial
	Mortgage			Corporate			Mortgage			Asset
	Backed			Debt			Backed			Backed			Common
	Securities			Securities			Securities			Securities			Stocks			Derivatives			Total
	(in thousands)
Balance, January 1, 2011	$	994,874		$	7,536		$	10,189		$	9,657		$	344		$	6		$	1,022,606
Total gains (losses) included in:
Net income	(404		)(1)	—			(1		)(3)	324		(3)	—			(2		)(3)	(83		)
Other comprehensive income (loss)	(26,379		)	(83		)	204			(278		)	(9		)	—			(26,545		)
Purchases	303,425			10,500			23,520			19,997			—			—			357,442
Settlements	(273,784		)	(4,969		)	—			(5,895		)	—			—			(284,648		)
Transfers into Level 3	—			—			—			10,876			91			—			10,967
Transfers out of Level 3	(917,152		)	—			(33,912		)	(6,869		)	(86		)	—			(958,019		)
Balance, December 31, 2011	$	80,580		$	12,984		$	—		$	27,812		$	340		$	4		$	121,720
Change in unrealized gains (losses) included in net income related to Level 3 assets held at December 31, 2011	$	(6,610	)(2)	$	—		$	—		$	324	(3)	$	—		$	(2	)(3)	$	(6,288	)

(1)    Represents a $(6,731) loss included in net realized gain (loss) on investments and a $6,327 gain included in investment income in the Consolidated Statements of Operations.

(2)    Represents a $(6,609) loss included in net realized gain (loss) on investments and a $(1) loss included in investment income in the Consolidated Statements of Operations.

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

F-26

	Available-for-Sale Securities
	Residential						Commercial
	Mortgage			Corporate			Mortgage		Asset
	Backed			Debt			Backed		Backed			Common
	Securities			Securities			Securities		Securities			Stocks		Derivatives			Total
	(in thousands)
Balance, January 1, 2010	$	867,320		$	12,104		$	—	$	8,897		$	—	$	—		$	888,321
Total gains (losses) included in:
Net income	5,471		(1)	—			—		527		(3)	—		2		(3)	6,000
Other comprehensive income (loss)	60,911			(59		)	89		941			114		—			61,996
Purchases, sales, issues and settlements, net	61,172			(4,509		)	10,100		(708		)	—		4			66,059
Transfers into Level 3	—			—			—		—			230		—			230
Balance, December 31, 2010	$	994,874		$	7,536		$	10,189	$	9,657		$	344	$	6		$	1,022,606
Change in unrealized gains included in net income related to Level 3 assets held at December 31, 2010	$	4,816	(2)	$	—		$	—	$	526	(3)	$	—	$	2	(3)	$	5,344

(1)   Represents a $(2,410) loss included in net realized gain (loss) on investments and a $7,881 gain included in investment income in the Consolidated Statements of Operations.

(2)   Represents a $(2,410) loss included in net realized gain (loss) on investments and a $7,226 gain included in investment income in the Consolidated Statements of Operations.

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

During the years ended December 31, 2012 and 2011, transfers from Level 3 to Level 2 included certain non-agency residential mortgage backed securities with a fair value of approximately $86.0 million and $897.5 million, respectively. The transfers reflect improved pricing transparency of these securities, a continuing trend of increased activity in the non-agency residential mortgage backed securities market and observability of significant inputs to the valuation methodology. All other securities transferred from Level 3 to Level 2 represent securities with fair values that are now obtained from a third party pricing service with observable inputs. Securities transferred from Level 2 to Level 3 represent securities with fair values that are now based on a single non-binding broker quote. ACC recognizes transfers between levels of the fair value hierarchy as of the beginning of the quarter in which each transfer occurred. For assets and liabilities held at the end of the reporting periods that are measured at fair value on a recurring basis, there were no transfers between Level 1 and Level 2.

The following table provides a summary of the significant unobservable inputs used in the fair value measurements developed by ACC or reasonably available to ACC of Level 3 assets and liabilities at December 31, 2012:

					Range
	Fair Value		Valuation Technique	Unobservable Input	(Weighted Average)
	(in thousands)
Corporate debt securities (private placements)	$	88,530	Discounted cash flow	Yield/spread to U.S. Treasuries	1.4% - 1.7% (1.5%)

Level 3 measurements not included in the table above are obtained from non-binding broker quotes where unobservable inputs are not reasonably available to ACC.

Sensitivity of Fair Value Measurements to Changes in Unobservable Inputs

Significant increases (decreases) in yield/spread to U.S. Treasuries used in the fair value measurement of Level 3 corporate debt securities in isolation would result in a significantly lower (higher) fair value measurement.

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.

F-27

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.

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 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.

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 third party pricing services, non-binding broker quotes, or other model-based valuation techniques. Level 1 securities primarily include U.S. Treasuries and common stocks. Level 2 securities primarily include residential mortgage backed securities, corporate bonds, commercial mortgage backed securities, asset backed securities, municipal bonds, U.S. agency securities and common stock. The fair value of these Level 2 securities is based on a market approach with prices obtained from third party pricing services. Observable inputs used to value these securities can include, but are not limited to, reported trades, benchmark yields, issuer spreads and non-binding broker quotes. Level 3 securities primarily include certain non-agency residential mortgage backed securities, corporate bonds, commercial mortgage backed securities, asset backed securities and common stocks. The fair value of corporate bonds, non-agency residential mortgage backed securities, commercial mortgage backed securities and certain asset backed securities classified as Level 3 is typically based on a single non-binding broker quote. The underlying inputs used for some of the non-binding broker quotes are not readily available to ACC.

In consideration of the above, management is responsible for the fair values recorded on the financial statements. Prices received from third party pricing services are subjected to exception reporting that identifies investments with significant daily price movements as well as no movements. ACC reviews the exception reporting and resolves the exceptions through reaffirmation of the price or recording an appropriate fair value estimate. ACC also performs subsequent transaction testing. ACC performs annual due diligence of third party pricing services. ACC’s due diligence procedures include assessing the vendor’s valuation qualifications, control environment, analysis of asset-class specific valuation methodologies, and understanding of sources of market observable assumptions and unobservable assumptions, if any, employed in the valuation methodology. ACC also considers the results of its exception reporting controls and any resulting price challenges that arise.

Derivatives (Equity Derivatives, Purchased and Written)

The fair value 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. The counterparties’ nonperformance risk associated with uncollateralized derivative assets was immaterial at December 31, 2012 and 2011. See Note 10 for further information on the credit risk of derivative instruments and related collateral.

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.

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.

	December 31, 2012										December 31, 2011
			Fair Value
	Carrying Value		Level 1		Level 2		Level 3		Total		Carrying Value		Fair Value
	(in thousands)
Financial Assets
Syndicated loans	$	29,564	$	—	$	30,164	$	369	$	30,533	$	53,747	$	52,486
Commercial mortgage loans	121,249		—		—		126,197		126,197		116,081		122,059
Certificate loans	1,886		—		1,886		—		1,886		2,498		2,498
Financial Liabilities
Certificate reserves	$	3,504,091	$	—	$	—	$	3,494,304	$	3,494,304	$	2,771,174	$	2,752,333

F-28

Syndicated Loans

The fair value of syndicated loans is obtained from a third party pricing service or non-binding broker quotes. Syndicated loans that are priced by multiple non-binding broker quotes are classified as Level 2 and loans priced using a single non-binding broker quote are classified as Level 3.

Commercial Mortgage Loans

The fair value of commercial mortgage loans, except those with significant credit deterioration, is 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. Given the significant unobservable inputs to this valuation, these measurements are classified as Level 3.

Certificate Loans

The fair value of certificate loans is determined using discounted cash flows. The fair value of certificate loans is classified as Level 2

as the discount rate used to determine fair value is based on market interest rates.

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. Given the use of significant unobservable inputs to this valuation, the measurement is classified as Level 3.

10.  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.

ACC uses derivatives as economic hedges of equity risk related to stock market certificates. 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:

		Asset					Liability
Derivatives not designated as	Balance Sheet	December 31,				Balance Sheet	December 31,
hedging instruments	Location	2012		2011		Location	2012		2011
		(in thousands)					(in thousands)
Equity
Stock market certificates	Equity derivatives, purchased	$	37,003	$	34,389	Equity derivatives, written	$	29,532	$	28,979
Equity warrants	Equity derivatives, purchased	—		4		N/A	—		—
Stock market certificates embedded derivatives	N/A	—		—		Certificate reserves	7,904		5,551
Total		$	37,003	$	34,393		$	37,436	$	34,530

N/A  Not applicable.

See Note 9 for additional information regarding ACC’s fair value measurement of derivative instruments.

F-29

The following table presents a summary of the impact of derivatives not designated as hedging instruments on the Consolidated Statements of Operations for the years ended December 31:

		Amount of Gain (Loss) on
Derivatives Not Designated as	Location of Gain (Loss) on	Derivatives Recognized in Income
Hedging Instruments	Derivatives Recognized in Income	2012			2011		2010
		(in thousands)
Equity
Stock market certificates	Net provision for certificate reserves	$	6,145		$	744	$	9,425
Equity warrants	Investment income	—			77		421
Stock market certificates embedded derivatives	Net provision for certificate reserves	(4,879		)	86		(10,095		)
Total		$	1,266		$	907	$	(249	)

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 $1.1 billion and $1.3 billion at December 31, 2012 and 2011, respectively. 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 derivative contracts was $781 thousand and $313 thousand at December 31, 2012 and 2011, respectively.

Equity warrants were received as part of a syndicated loan restructuring 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 December 31, 2012 and 2011, ACC held $2.4 million and $1.0 million, respectively, in cash and cash equivalents and recorded a corresponding liability in other liabilities for collateral ACC is obligated to return to counterparties. As of December 31, 2012 and 2011, ACC’s maximum credit exposure related to derivative assets after considering netting arrangements with counterparties and collateral arrangements was approximately $5.1 million and $4.5 million, respectively.

11.  Contingencies

The level of regulatory activity and inquiry in the financial services industry remains elevated. From time to time, ACC receives requests for information from, and/or has been subject to examination by, both the SEC and the Minnesota Department of Commerce concerning its business activities and practices. In addition, a number of state and federal regulatory agencies have initiated examinations and other inquiries related to unclaimed property and escheatment practices and procedures.  The Ameriprise organization has cooperated and will continue to cooperate with applicable regulators regarding their inquiries.

ACC may in the normal course of business be a party to legal, regulatory or arbitration proceedings concerning matters arising in connection with the conduct of its business activities. The outcome of any such proceeding cannot be predicted with any certainty. ACC believes that it is not a party to, nor are any of its properties the subject of, any pending legal, regulatory or arbitration proceedings that are reasonably likely to have a material adverse effect on its financial condition or results of operations. However, it is possible that the outcome of any such proceedings could have a material impact on ACC’s financial position or results of operations.

F-30

Ameriprise Certificate Company	Schedule I
Investments of Securities in Unaffiliated Issuers
As of December 31, 2012 (in 1000’s)

ISSUER	MATURITY DATE	COUPON RATE		PRINCIPAL AMOUNT OF BONDS & NOTES OR # of SHARES		AMORTIZED COST (NOTES a & b)		CARRYING VALUE (NOTE a)
CASH EQUIVALENTS
Commercial Paper
Apache Corp	1/2/2013	0.000	%	$	25,000	$	25,000	$	25,000
CVS Caremark Corp	1/2/2013	0.000	%	41,100		41,099		41,099
Suncor Energy Inc	1/9/2013	0.000	%	15,000		14,999		14,999
Total - CASH EQUIVALENTS						81,098		81,098
FIXED MATURITIES
U.S. Government and Agencies Obligations
UNITED STATES TREASURY	11/15/2028	5.250	%	200		214		276
UNITED STATES TREASURY	5/15/2014	4.750	%	165		166		175
Total - U.S. Government and Agencies Obligations						380		451
RESIDENTIAL MORTGAGE BACKED SECURITIES
Agency Residential Mortgage Backed Securities:
FANNIE MAE FNMA_03-28	8/25/2022	5.000	%	297		297		299
FANNIE MAE FNMA_99-8	3/25/2014	6.000	%	155		155		159
FHLMC_2619	7/15/2022	5.000	%	745		746		749
FHLMC_2835	9/15/2032	4.500	%	300		300		301
FHLMC_2901	10/15/2033	4.500	%	230		230		241
FHLMC_2907	3/15/2019	4.500	%	912		910		944
FHLMC_3812	9/15/2018	2.750	%	7,309		7,406		7,547
FNMA_10-17	11/25/2023	4.000	%	7,659		7,835		7,804
FREDDIE MAC FHLMC_2550	7/15/2022	5.500	%	326		326		330
FREDDIE MAC FHLMC_2558	6/15/2022	5.500	%	440		441		445
FREDDIE MAC FHLMC_2574	12/15/2022	5.000	%	828		834		861
FREDDIE MAC FHLMC_2586	1/15/2023	5.500	%	1,576		1,596		1,660
FREDDIE MAC FHLMC_2597	7/15/2022	5.500	%	784		784		791
FREDDIE MAC GOLD C90581	8/1/2022	5.500	%	482		479		521
FREDDIE MAC GOLD C90582	9/1/2022	5.500	%	324		322		350
FREDDIE MAC GOLD E01140	5/1/2017	6.000	%	1,458		1,484		1,580
FREDDIE MAC GOLD E76761	5/1/2014	6.500	%	76		76		79
FREDDIE MAC GOLD E77557	6/1/2014	6.500	%	7		7		7
FREDDIE MAC GOLD E90153	6/1/2017	6.000	%	267		273		289
FREDDIE MAC GOLD E90154	6/1/2017	6.000	%	948		968		1,026
FREDDIE MAC GOLD E91041	9/1/2017	5.000	%	1,124		1,124		1,209
FREDDIE MAC GOLD E95403	3/1/2018	5.000	%	1,290		1,313		1,382
FREDDIE MAC GOLD E95556	4/1/2013	4.500	%	42		42		42
FREDDIE MAC GOLD E95562	4/1/2013	4.500	%	72		72		72
FREDDIE MAC GOLD E95671	4/1/2018	5.000	%	1,766		1,797		1,900
FREDDIE MAC GOLD E96172	5/1/2013	4.500	%	404		405		406
FREDDIE MAC GOLD G10949	7/1/2014	6.500	%	33		33		34
FREDDIE MAC GOLD G11004	4/1/2015	7.000	%	31		31		32
FREDDIE MAC GOLD G11193	8/1/2016	5.000	%	714		709		765
FREDDIE MAC GOLD G11298	8/1/2017	5.000	%	1,204		1,204		1,296
FREDDIE MAC GOLD G30227	5/1/2023	5.500	%	1,576		1,626		1,715
FSPC_T-76	10/25/2037	3.835	%	16,457		16,795		16,761
FHLMC 1B0183	12/1/2031	2.781	%	351		347		356
FHLMC 1N1474	5/1/2037	2.735	%	5,459		5,670		5,768
FHLMC 350190	5/1/2022	2.375	%	60		60		61
FHLMC 405014	1/1/2019	2.260	%	31		32		32
FHLMC 405092	3/1/2019	2.125	%	45		45		45
FHLMC 405185	10/1/2018	2.125	%	81		81		85
FHLMC 405243	7/1/2019	2.260	%	60		60		60
FHLMC 405437	10/1/2019	2.400	%	62		62		66
FHLMC 405615	10/1/2019	2.232	%	55		55		59
FHLMC 605041	2/1/2019	2.267	%	13		13		13
FHLMC 605048	11/1/2018	1.928	%	10		10		10
FHLMC 605432	8/1/2017	2.088	%	46		46		46
FHLMC 605433	9/1/2017	2.021	%	72		72		76
FHLMC 605454	10/1/2017	2.049	%	50		50		50
FHLMC 606024	2/1/2019	2.029	%	47		47		48
FHLMC 606025	7/1/2019	1.774	%	205		205		209
FHLMC 780514	5/1/2033	5.123	%	1,236		1,268		1,315
FHLMC 780845	9/1/2033	4.573	%	919		894		946
FHLMC 780903	9/1/2033	4.503	%	963		954		1,022
FHLMC 781884	8/1/2034	5.149	%	4,695		4,751		4,932
FHLMC 785363	2/1/2025	2.592	%	159		160		168
FHLMC 788941	12/1/2031	2.375	%	146		145		154
FHLMC 840031	1/1/2019	2.250	%	6		6		6
FHLMC 840035	1/1/2019	2.293	%	48		47		49
FHLMC 840036	1/1/2019	2.375	%	26		26		28
FHLMC 840072	6/1/2019	2.125	%	57		57		58
FHLMC 845154	7/1/2022	2.339	%	68		69		71
FHLMC 845523	11/1/2023	2.264	%	49		50		53
FHLMC 845654	2/1/2024	2.579	%	272		273		290
FHLMC 845730	11/1/2023	2.353	%	253		261		261
FHLMC 845733	4/1/2024	2.356	%	336		338		340
FHLMC 846072	10/1/2029	2.469	%	102		104		109
FHLMC 846107	2/1/2025	3.115	%	75		75		78
FHLMC 865008	2/1/2018	2.657	%	103		104		107
FNMA 070007	7/1/2017	1.887	%	37		38		39
FNMA 070117	9/1/2017	2.277	%	11		11		11
FNMA 088879	11/1/2019	4.595	%	147		148		151
FNMA 089125	8/1/2019	1.877	%	170		171		171
FNMA 105989	8/1/2020	3.997	%	51		52		51
FNMA 190726	3/1/2033	4.825	%	294		300		315
FNMA 249907	2/1/2024	2.625	%	322		323		342
FNMA 252259	2/1/2014	5.500	%	2		2		2

F-31

ISSUER	MATURITY DATE	COUPON RATE		PRINCIPAL AMOUNT OF BONDS & NOTES OR # of SHARES	AMORTIZED COST (NOTES a & b)	CARRYING VALUE (NOTE a)
FNMA 252344	3/1/2014	5.500	%	169	168	174
FNMA 252381	4/1/2014	5.500	%	194	192	208
FNMA 254586	1/1/2013	5.000	%	2	2	2
FNMA 254590	1/1/2018	5.000	%	3,690	3,701	4,010
FNMA 254591	1/1/2018	5.500	%	2,168	2,207	2,336
FNMA 254663	2/1/2013	5.000	%	4	4	4
FNMA 303259	3/1/2025	2.218	%	155	159	166
FNMA 303970	9/1/2024	6.000	%	1,021	1,009	1,135
FNMA 323290	9/1/2013	6.000	%	2	2	2
FNMA 323748	4/1/2014	6.500	%	113	112	115
FNMA 323833	7/1/2014	6.000	%	46	46	48
FNMA 509806	8/1/2014	6.500	%	60	59	62
FNMA 545249	10/1/2016	5.500	%	927	927	996
FNMA 545303	9/1/2016	5.000	%	1,866	1,851	2,029
FNMA 545492	2/1/2022	5.500	%	559	554	608
FNMA 545786	6/1/2032	2.279	%	344	345	363
FNMA 566074	5/1/2031	2.400	%	681	681	711
FNMA 584507	6/1/2031	2.285	%	368	367	386
FNMA 584829	5/1/2016	6.000	%	221	219	235
FNMA 585743	5/1/2016	5.500	%	651	652	700
FNMA 616220	11/1/2016	5.000	%	697	689	758
FNMA 617270	1/1/2017	5.000	%	988	980	1,074
FNMA 620293	1/1/2032	2.400	%	682	677	710
FNMA 622462	12/1/2016	5.500	%	847	840	910
FNMA 623866	2/1/2017	5.000	%	1,122	1,118	1,220
FNMA 625943	3/1/2017	5.000	%	983	980	1,068
FNMA 651629	8/1/2032	2.787	%	490	490	520
FNMA 654158	10/1/2032	2.165	%	690	691	723
FNMA 654195	10/1/2032	2.165	%	1,290	1,290	1,352
FNMA 655646	8/1/2032	2.852	%	628	629	669
FNMA 655798	8/1/2032	2.748	%	829	828	882
FNMA 661349	9/1/2032	2.329	%	300	301	315
FNMA 661501	9/1/2032	2.565	%	348	349	364
FNMA 661744	10/1/2032	2.256	%	557	559	576
FNMA 664521	10/1/2032	2.455	%	208	209	218
FNMA 664750	10/1/2032	2.604	%	501	501	531
FNMA 670731	11/1/2032	2.040	%	529	531	543
FNMA 670779	11/1/2032	2.051	%	1,252	1,261	1,325
FNMA 670890	12/1/2032	1.942	%	845	848	882
FNMA 670912	12/1/2032	1.922	%	697	699	733
FNMA 670947	12/1/2032	1.920	%	960	965	1,002
FNMA 694852	4/1/2033	4.737	%	873	888	931
FNMA 703446	5/1/2018	4.500	%	7,271	7,417	7,841
FNMA 704592	5/1/2018	5.000	%	2,166	2,203	2,365
FNMA 708635	6/1/2018	5.000	%	1,404	1,428	1,510
FNMA 722779	9/1/2033	4.404	%	3,004	3,010	3,199
FNMA 725558	6/1/2034	2.736	%	822	816	869
FNMA 725694	7/1/2034	4.732	%	916	897	982
FNMA 725719	7/1/2033	4.775	%	2,171	2,163	2,288
FNMA 733525	8/1/2033	3.889	%	2,333	2,239	2,437
FNMA 735702	7/1/2035	2.679	%	11,070	11,406	11,763
FNMA 739194	9/1/2033	5.036	%	730	732	776
FNMA 743256	10/1/2033	4.491	%	1,478	1,458	1,569
FNMA 743856	11/1/2033	4.732	%	493	494	523
FNMA 758873	12/1/2033	4.458	%	1,372	1,358	1,458
FNMA 774968	4/1/2034	4.297	%	563	570	601
FNMA 794787	10/1/2034	5.067	%	2,328	2,357	2,511
FNMA 799733	11/1/2034	2.617	%	1,415	1,439	1,505
FNMA 801917	10/1/2034	4.941	%	1,473	1,480	1,582
FNMA 804561	9/1/2034	2.274	%	1,813	1,816	1,932
FNMA 807219	1/1/2035	2.806	%	5,829	5,878	6,232
FNMA 809532	2/1/2035	4.993	%	1,200	1,209	1,294
FNMA 834552	8/1/2035	2.955	%	1,985	1,996	2,103
FNMA 889335	6/1/2018	4.500	%	6,712	6,858	7,239
FNMA 889485	6/1/2036	2.801	%	11,032	11,228	11,726
FNMA 922674	4/1/2036	2.935	%	6,620	6,789	7,097
FNMA 968438	1/1/2038	2.741	%	10,493	11,056	11,265
FNMA 995123	8/1/2037	2.999	%	5,411	5,608	5,811
FNMA 995548	9/1/2035	2.673	%	7,582	7,760	8,056
FNMA 995614	8/1/2037	1.786	%	4,078	4,303	4,362
FNMA AB1980	12/1/2020	3.000	%	15,456	15,789	16,321
FNMA AB5230	5/1/2027	2.500	%	22,998	23,563	24,067
FNMA AL2269	10/1/2040	3.774	%	27,033	28,798	28,743
FNMA AO8746	8/1/2027	2.500	%	46,856	48,622	49,033
FNMA MA0099	6/1/2019	4.000	%	7,352	7,441	7,875
FNMA MA0598	12/1/2020	3.500	%	14,179	14,694	15,045
FNMA MA1144	8/1/2027	2.500	%	23,841	24,783	24,944
GNMA II 008157	3/20/2023	1.625	%	148	149	154
GNMA II 008206	3/20/2017	2.000	%	45	45	47
GNMA II 008240	7/20/2017	1.750	%	33	32	34
GNMA II 008251	8/20/2017	2.000	%	2	2	3
GNMA II 008274	10/20/2017	2.500	%	100	99	104
GNMA II 008283	11/20/2017	2.500	%	10	10	11
GNMA II 008293	12/20/2017	2.500	%	22	22	23
GNMA II 008341	4/20/2018	2.500	%	4	4	4
GNMA II 008353	5/20/2018	2.500	%	46	46	48
GNMA II 008365	6/20/2018	2.500	%	64	62	66
GNMA II 008377	7/20/2018	2.500	%	23	23	24
GNMA II 008428	11/20/2018	3.500	%	7	7	8
GNMA II 008440	12/20/2018	3.500	%	32	32	33
GNMA II 008638	6/20/2025	1.750	%	165	166	173
GNMA II 082464	1/20/2040	4.000	%	9,738	10,493	10,451
GNMA II 082497	3/20/2040	3.500	%	18,138	19,312	19,377
GNMA II 082581	7/20/2040	4.000	%	32,046	34,452	34,477
GNMA II 082602	8/20/2040	4.000	%	34,454	37,067	37,066
GNMA II 082794	4/20/2041	3.500	%	40,654	43,483	43,415
GNMA_10-59	3/20/2036	4.000	%	20,000	21,234	21,208

F-32

ISSUER	MATURITY DATE	COUPON RATE		PRINCIPAL AMOUNT OF BONDS & NOTES OR # of SHARES	AMORTIZED COST (NOTES a & b)	CARRYING VALUE (NOTE a)
GNMA_11-72	6/20/2038	4.000	%	22,113	23,356	23,133
Total Agency Residential Mortgage Backed Securities					557,436	568,029
Non-Agency Residential Mortgage Backed Securities:
ABSHE_05-HE2	2/25/2035	0.885	%	4,658	4,210	4,474
ACCR_05-4	12/25/2035	0.420	%	657	650	655
AGFMT_10-1A	3/25/2058	5.150	%	10,440	10,622	10,713
ARMT_2004-2	2/25/2035	2.865	%	1,600	1,624	1,562
BAA_2003-1	2/25/2033	5.000	%	986	988	1,016
BAFC_05-G	10/20/2035	5.199	%	6,884	6,479	6,820
BAFC_12-R5	10/3/2039	0.474	%	12,742	12,304	12,333
BALTA_05-2	4/25/2035	2.965	%	3,891	3,883	3,306
BALTA_05-2	4/25/2035	3.355	%	4,020	218	227	(c)
BANC OF AMERICA FUNDING CORP B	9/20/2035	3.085	%	3,908	3,527	2,950	(c)
BCAP LLC TRUST BCAP_09-RR8	3/26/2037	5.500	%	6,686	6,637	6,923
BCAP LLC TRUST BCAP_12-RR6	5/26/2036	2.707	%	11,726	11,675	11,755
BCAP_09-RR1	11/26/2034	2.624	%	4,843	4,627	4,898
BCAP_09-RR1	5/26/2035	2.626	%	17,777	16,962	18,033
BCAP_09-RR1	5/26/2035	2.627	%	10,813	10,308	11,013
BCAP_09-RR13	7/26/2037	6.048	%	10,838	11,096	11,190
BCAP_10-RR6	10/26/2035	5.500	%	8,188	8,391	8,361
BCAP_10-RR6	1/26/2037	4.737	%	906	905	913
BCAP_10-RR7	4/26/2035	5.000	%	5,336	5,377	5,450
BCAP_11-RR10	6/26/2035	2.627	%	20,230	20,232	20,717
BCAP_11-RR11	10/26/2035	2.649	%	13,585	13,483	13,728
BCAP_12-RR10	3/26/2036	2.626	%	47,076	48,201	48,300
BCAP_12-RR10	3/26/2036	3.000	%	8,150	8,257	8,263
BCAP_12-RR11	7/26/2036	2.614	%	14,777	15,227	15,211
BCAP_12-RR11	7/26/2037	3.000	%	36,030	36,912	36,953
BCAP_12-RR12	6/26/2035	3.000	%	16,103	16,527	16,526
BCAP_12-RR12	6/26/2037	3.000	%	23,910	24,524	24,523
BCAP_12-RR5	10/26/2036	2.727	%	11,774	11,843	12,077
BOAMS_03-I	10/25/2033	3.159	%	4,300	4,286	4,360
BOAMS_04-5	6/25/2019	5.000	%	1,185	1,203	1,220
BOAMS_04-B	3/25/2034	3.026	%	5,260	5,245	2,585
BOAMS_04G	8/25/2034	3.082	%	5,677	1,561	194	(c)
BOAMS_06-B	11/20/2046	3.209	%	2,759	2,486	2,213	(c)
BOAMS_2004-E	6/25/2034	3.102	%	8,762	8,721	8,539
BOAMS_2004-E	6/25/2034	3.077	%	3,921	3,270	1,286	(c)
BOAMS_2004-H	9/25/2034	3.071	%	3,096	1,543	509	(c)
BSMF_06-AR5	12/25/2046	0.420	%	7,637	3,164	1,339	(c)
BVMBS_05-1	2/22/2035	3.049	%	5,578	5,562	5,110
CBASS_05-RP2	9/25/2035	6.090	%	603	598	606
CENTEX HOME EQUITY CHECK_03-A	12/25/2031	4.250	%	1,624	1,613	1,648
CFAB_03-2	8/25/2014	4.364	%	3,482	3,505	3,501
CFLX_07-M1	8/25/2037	0.360	%	12,380	11,947	7,120	(c)
CHASE_03-S10	11/25/2018	4.750	%	2,935	3,021	3,007
CHASE_07-A1	2/25/2037	3.037	%	14,941	14,803	14,823
CMLTI_05-3	8/25/2035	2.689	%	3,330	3,156	2,850	(c)
CMLTI_09-6	4/25/2037	0.280	%	2,365	2,329	2,243
CMLTI_09-7	4/25/2037	0.310	%	578	576	577
CMLTI_10-10	11/25/2035	2.877	%	3,380	3,373	3,387
CMLTI_10-7	2/25/2035	2.767	%	3,011	3,011	3,069
CMLTI_10-7	9/25/2037	1.214	%	9,588	9,476	9,412
CMLTI_10-8	11/25/2036	4.000	%	23,305	23,566	24,153
CMLTI_10-9	11/25/2035	2.809	%	2,571	2,614	2,592
CMLTI_11-2	9/25/2037	3.500	%	2,613	2,585	2,637
CMLTI_12-4	11/25/2035	2.621	%	10,525	10,547	10,686
CMLTI_12-6	4/25/2037	2.838	%	12,890	12,890	13,247
CMLTI_12-6	8/25/2036	2.752	%	8,993	9,035	9,120
CMLTI_12-7	9/25/2036	3.045	%	22,571	22,700	22,740
CMLTI_12-7	9/25/2035	3.500	%	14,201	14,396	14,448
COUNTRYWIDE HOME LOANS CWHL_03	1/19/2034	4.657	%	16,211	16,631	16,381
CSMC_09-2R	9/26/2034	2.626	%	28,874	29,413	28,422
CSMC_09-2R	9/26/2034	2.626	%	28,874	28,983	26,393
CSMC_09-9R	4/26/2037	5.500	%	3,344	3,304	3,473
CSMC_10-10R	7/26/2037	5.750	%	2,138	2,164	2,195
CSMC_10-12R	11/26/2035	4.000	%	3,342	3,373	3,443
CSMC_10-16	6/25/2050	3.000	%	12,019	12,019	12,068
CSMC_10-17R	6/26/2036	2.712	%	10,186	10,186	10,478
CSMC_10-1R	5/27/2036	5.000	%	997	1,011	995
CSMC_11-17R	12/27/2037	3.400	%	20,840	21,006	21,499
CSMC_11-1R	2/27/2047	1.209	%	11,537	11,537	11,473
CSMC_11-7R	8/28/2047	1.460	%	30,773	30,773	30,491
CSMC_12-11R	6/28/2047	1.212	%	21,158	21,106	21,105
CWALT_05-24	7/20/2035	1.476	%	3,372	2,848	2,120	(c)
CWALT_05-27	8/25/2035	1.720	%	4,306	3,689	2,759	(c)
CWALT_06-OA19	2/20/2047	0.461	%	9,930	1,126	1,220	(c)
CWA_2004-33	12/25/2034	3.181	%	880	890	785
CWHEL_04-K	2/15/2034	0.509	%	503	434	424	(c)
CWHL_03-10	5/25/2033	5.500	%	16,309	16,995	16,955
CWHL_04-12	8/25/2034	2.904	%	2,727	63	77	(c)
CWHL_05-HYB7	11/20/2035	5.207	%	9,539	8,177	7,155	(c)
CWL_05-4	10/25/2035	0.670	%	6,227	6,127	6,081
DBALT_06-AR6	2/25/2037	0.380	%	14,698	9,275	10,399	(c)
DBALT_07-AR1	1/25/2047	0.370	%	12,810	10,706	8,046	(c)
DBALT_07-OA1	2/25/2047	0.360	%	4,704	4,214	2,657	(c)
EQUITY ONE EQABS_2004-3	7/25/2034	5.100	%	4,672	4,700	4,734
FHAMS_04-AA7	2/25/2035	2.587	%	1,235	1,247	1,148
FHAMS_05-AA2	3/25/2035	2.625	%	2,424	2,468	2,099
FHAMS_05-AA3	5/25/2035	2.619	%	5,913	5,965	5,234
FHAT_2004-A4	10/25/2034	2.602	%	2,088	2,123	1,927
FMIC_04-3	8/25/2034	2.055	%	4,414	4,116	4,224
FREMONT HOME LOAN TRUST FHLT_0	6/25/2035	0.690	%	1,265	1,247	1,252
GMHE_2004-AR2	8/19/2034	3.565	%	1,709	1,714	1,661
GMHE_2004-AR2	8/19/2034	5.327	%	2,513	2,517	2,568
GPMF_05-AR5	11/25/2045	2.166	%	7,084	6,835	4,902	(c)

F-33

ISSUER	MATURITY DATE	COUPON RATE		PRINCIPAL AMOUNT OF BONDS & NOTES OR # of SHARES	AMORTIZED COST (NOTES a & b)	CARRYING VALUE (NOTE a)
GS MORTGAGE SECURITIES CORP	11/25/2035	2.685	%	4,206	3,892	4,275
GS MORTGAGE SECURITIES CORP	11/25/2035	2.695	%	2,837	2,611	2,875
GSR MORTGAGE LOAN TRUST GSR_05	11/25/2035	2.621	%	4,762	4,497	4,576
GSR_05-AR1	1/25/2035	2.979	%	5,503	5,530	5,466
GSR_05-AR3	5/25/2035	3.013	%	4,765	4,785	4,227
GSR_05-AR5	10/25/2035	2.982	%	7,489	7,155	6,407	(c)
HARBORVIEW MORTGAGE LOAN TRUST	4/19/2034	4.636	%	1,283	1,292	1,308
HVMLT_04-7	11/19/2034	2.282	%	2,950	2,927	2,794
HVMLT_05-15	10/20/2045	2.166	%	8,015	7,404	6,965	(c)
HVMLT_05-8	9/19/2035	1.666	%	3,059	2,794	2,113	(c)
HVMLT_06-14	1/25/2047	0.410	%	7,214	2,280	1,333	(c)
HVMLT_2004-10	1/19/2035	2.913	%	1,478	1,493	1,458
HVMLT_2004-6	8/19/2034	3.205	%	1,254	1,245	1,233
HVML_2004-4	6/19/2034	1.339	%	142	140	127
INDX_05-AR1	3/25/2035	2.590	%	98	98	90
INDYMAC INDX MORTGAGE LOAN TRUST	5/25/2035	2.599	%	4,934	4,691	4,009	(c)
JEFFERIES & CO JMAC_09-R12	2/26/2035	2.855	%	11,825	11,521	12,119
JEFFERIES & CO JMAC_09-R12	1/26/2035	2.847	%	5,381	5,236	5,399
JMAC_09-R3	12/26/2035	2.915	%	7,433	6,851	7,538
JMAC_10-R8	2/26/2047	0.411	%	1,354	1,340	1,336
JP MORGAN REREMIC JPMRR_10-5	8/26/2036	2.752	%	2,809	2,819	2,846
JPMRR_09-12	7/26/2037	5.780	%	2,282	2,366	2,398
JPMRR_10-1	2/26/2037	6.000	%	3,832	3,900	4,037
JPMRR_11-2	3/26/2036	3.000	%	8,179	8,063	8,354
LUMINENT MORTGAGE TRUST LUM_06	10/25/2046	0.450	%	2,886	1,113	713	(c)
LUMINENT MORTGAGE TRUST LUM_07	1/25/2037	0.400	%	2,026	1,000	260	(c)
MARM_05-1	2/25/2035	2.791	%	2,963	3,001	2,291
MERRILL LYNCH MOR INVEST INC M	8/25/2033	2.668	%	3,120	3,114	3,119
MLCC_2004-1	12/25/2034	2.499	%	1,129	1,132	1,135
MLMI_05-A1	12/25/2034	2.693	%	2,329	2,335	2,303
MLMI_05-A2	2/25/2035	2.516	%	4,641	4,642	4,690
MSM_2004-10AR	11/25/2034	2.980	%	645	651	602
MSM_2004-10AR	11/25/2034	2.835	%	2,419	2,453	2,357
MSM_2004-6AR	8/25/2034	2.960	%	4,763	2,854	1,433	(c)
MSRR_10-R5	7/26/2036	0.452	%	4,208	4,148	4,128
MSRR_10-R5	5/26/2037	0.440	%	3,696	3,668	3,642
MSRR_10-R6	9/26/2036	0.580	%	6,663	6,513	6,388
OOMLT_07-HL1	2/25/2038	0.330	%	682	676	680
OPMAC_05-1	2/25/2035	0.510	%	1,223	1,185	1,191
RALI_04-QR1	10/25/2034	5.250	%	991	991	992
RALI_04-QS5	4/25/2034	4.750	%	1,102	1,098	1,103
RALI_05-QA2	2/25/2035	3.268	%	5,000	4,519	3,631	(c)
RALI_07-Q	2/25/2047	0.400	%	7,648	2,230	1,679	(c)
RAMC_05-3	11/25/2035	4.814	%	2,997	2,989	2,812
RAMP_06-EFC1	2/25/2036	0.410	%	848	827	834
RASC_03-K10	12/25/2033	4.540	%	2,341	2,366	2,423
RASC_05-KS12	1/25/2036	0.460	%	2,302	2,237	2,282
RBSSP-12-2	5/26/2047	0.340	%	5,788	5,713	5,732
RBSSP_12-5	2/26/2047	0.370	%	14,250	13,900	13,805
RBSSP_12-6	4/26/2035	0.710	%	14,577	13,676	13,770
RESTRUCTURED ASSET SECURITIES	12/15/2030	4.000	%	1,311	1,307	1,306
RFMSI_03-QS2	2/25/2033	4.500	%	1,155	1,148	1,174
RFMSI_04-KS9	10/25/2034	4.620	%	5,454	4,922	4,601	(c)
RFMSI_05-SA2	6/25/2035	3.175	%	7,747	7,764	7,474
SASC_2003-24A	7/25/2033	5.561	%	502	510	503
STRUCTURED ADJUSTABLE RATE MORT	3/25/2034	2.745	%	5,388	4,313	2,012	(c)
WAMU_03-AR6	6/25/2033	2.444	%	3,476	3,467	3,549
WAMU_04-AR10	7/25/2044	0.690	%	1,545	1,549	1,404
WAMU_05-AR3	3/25/2035	2.471	%	4,698	4,716	4,630
WASHINGTON MUTUAL WAMU_05-AR10	9/25/2035	2.494	%	10,000	9,998	8,885
WASHINGTON MUTUAL WAMU_05-AR4	4/25/2035	2.507	%	10,000	9,970	9,238
WFMBS_03-14	12/25/2018	4.750	%	1,907	1,847	1,954
WFMBS_03-16	12/25/2018	4.750	%	2,715	2,600	2,768
WFMBS_03-M	12/25/2033	4.680	%	3,147	3,248	3,240
WFMBS_04-0	8/25/2034	4.931	%	1,357	1,346	1,393
WFMBS_04-CC	1/25/2035	2.619	%	2,065	2,072	2,068
WFMBS_04-DD	1/25/2035	2.610	%	5,761	5,760	5,775
WFMBS_04-I	7/25/2034	2.792	%	5,140	5,149	5,240
WFMBS_04-K	7/25/2034	4.728	%	8,878	9,189	9,097
WFMBS_04-P	9/25/2034	2.615	%	6,054	5,502	2,131	(c)
WFMBS_04-Q	9/25/2034	2.607	%	8,231	8,355	8,352
WFMBS_04-W	11/25/2034	2.696	%	15,176	15,210	15,574
WFMBS_05-AR12	6/25/2035	2.627	%	7,471	7,049	7,585
WFMBS_05-AR2	3/25/2035	2.617	%	1,478	1,482	1,472
WFMBS_05-AR2	3/25/2035	2.618	%	3,758	3,729	3,772
Total Non-Agency Residential Mortgage Backed Securities					1,103,616	1,067,429
Total Residential Mortgage Backed Securities					1,661,052	1,635,458
ASSET BACKED SECURITIES
ACCSS_06-1	8/25/2023	0.422	%	5,949	5,846	5,854
AMOT_12-1	2/15/2017	1.009	%	15,000	15,131	15,064
AMOT_12-3	6/15/2017	0.909	%	10,000	10,074	10,025
CLI FUNDING LLC CLIF_06-1	8/18/2021	0.389	%	4,992	3,992	4,888
CLIF_11-2	10/18/2026	4.940	%	7,962	7,960	8,393
COLLE_02-2	3/1/2042	1.703	%	10,000	7,992	9,100
COMET_06-A5	1/15/2016	0.269	%	30,000	29,740	29,999
CPF_12-2	8/20/2021	2.610	%	1,979	1,979	1,979
CRNN_11-1A	11/18/2026	4.940	%	4,458	4,457	4,505
EART_12-2	6/15/2017	1.300	%	7,183	7,182	7,197
FORDO_09-B	7/15/2014	4.500	%	5,090	5,090	5,143
GALC_09-1	12/15/2013	3.190	%	4,491	4,503	4,509
GALC_11-1	4/15/2016	2.340	%	9,000	9,000	9,149
GEDFT_12-4	10/20/2017	0.651	%	12,000	12,000	12,002
GTP_11-1	6/15/2041	3.967	%	7,000	7,000	7,280
HENDR_10-3A	12/15/2048	3.820	%	2,294	2,297	2,420
LRF_11-1	12/20/2018	1.700	%	1,349	1,340	1,338

F-34

ISSUER	MATURITY DATE	COUPON RATE		PRINCIPAL AMOUNT OF BONDS & NOTES OR # of SHARES	AMORTIZED COST (NOTES a & b)	CARRYING VALUE (NOTE a)
NEF_04-2	7/28/2018	0.483	%	10,000	9,816	9,739
NMOTR_12-A	5/15/2017	0.679	%	24,500	24,605	24,558
RCFC_11-1A	2/25/2016	2.510	%	2,500	2,500	2,567
SBAC_10-1	4/15/2040	4.254	%	5,000	5,135	5,254
SBAP_02-20J	10/1/2022	4.750	%	1,469	1,487	1,619
SBAP_03-10F	11/1/2013	3.900	%	258	258	261
SBAP_04-10A	1/1/2014	3.870	%	492	493	497
SBAP_05-10D	7/1/2015	4.510	%	794	794	815
SCHOL_12-B	10/28/2025	0.609	%	9,275	9,249	9,248
SDART_11-2	2/16/2015	1.290	%	5,000	5,000	5,018
SDART_11-S1	5/15/2017	1.480	%	3,763	3,763	3,768
SDART_12-1	10/15/2015	1.490	%	10,000	10,000	10,103
SLCLT_09-AA	6/15/2033	4.750	%	17,523	16,855	16,753
SLMA_03-A	9/15/2020	0.748	%	5,551	4,838	5,426
SLMA_03-C	9/15/2020	0.698	%	2,234	2,165	2,170
SLMA_05-A	12/15/2020	0.448	%	5,542	4,845	5,482
SLMA_05-B	3/15/2023	0.488	%	11,942	10,663	11,661
SLMA_06-3	7/25/2019	0.395	%	9,254	9,045	9,231
SLMA_06-4	10/27/2025	0.415	%	14,600	14,506	14,507
SLMA_09-CT	4/15/2039	2.350	%	21,631	21,880	21,770
SLMA_11-2	11/25/2027	0.810	%	4,125	4,118	4,145
SLMA_12-3-A	12/26/2025	0.860	%	17,430	17,601	17,615
SLMA_12-B	10/15/2030	3.480	%	5,000	5,087	5,298
SMAT_11-1USA	10/14/2014	1.059	%	6,778	6,797	6,793
SMAT_11-2USA	4/14/2017	2.310	%	3,000	3,000	3,080
SMAT_11-4USA	8/14/2017	2.280	%	5,000	5,000	5,137
SMAT_12	10/14/2016	1.590	%	9,500	9,500	9,617
SRFC_11-1A	4/20/2026	3.350	%	3,719	3,718	3,856
SRFC_12-1A	11/20/2028	2.840	%	3,813	3,812	3,820
TAL ADVANTAGE LLC TAL_10-2	10/20/2025	4.300	%	7,833	7,833	8,131
TCF_12-1A	5/14/2027	4.210	%	4,708	4,708	4,896
UHAUL_07-BT1	2/25/2020	5.559	%	7,799	7,963	8,109
UHAUL_10-BT1A	10/25/2023	4.899	%	9,357	9,356	9,951
USEDU_07-1A	9/1/2022	0.711	%	14,125	14,128	14,147
Total Asset Backed Securities					396,101	403,887
COMMERCIAL MORTGAGE BACKED SECURITIES
Agency Commercial Mortgage Backed Securities:
FMGT_03-T5	3/25/2013	4.055	%	294	294	294
FNMA_06-M2	10/25/2032	5.271	%	11,369	12,172	14,098
FNMA	1/1/2019	6.075	%	1,958	1,974	2,063
GNMA_04-10	7/16/2031	4.043	%	2,551	2,545	2,606
GNMA_10-16	1/16/2040	3.214	%	6,471	6,525	6,790
GNMA_10-161	5/16/2035	2.110	%	4,495	4,548	4,582
GNMA_11-165	10/16/2037	2.194	%	24,422	24,753	25,213
GNMA_2004-23	9/16/2027	3.629	%	3,073	3,069	3,144
Total Agency Commercial Mortgage Backed Securities					55,880	58,790
Non-Agency Commercial Mortgage Backed Securities:
BACM_05-1	11/10/2042	5.173	%	10,000	10,464	10,919
BAMLL_12-CLRN	8/15/2029	1.359	%	7,500	7,500	7,564
BSCMS_05-PW10	12/11/2040	5.382	%	5,918	6,097	6,050
BSCMS_05-PWR7	2/11/2041	4.945	%	372	372	371
CD_05-C1	7/15/2044	5.219	%	8,815	9,114	9,148
CFCRE_11-C2	12/15/2047	3.061	%	23,000	23,563	24,594
CGCMT_05-EMG	9/20/2051	4.518	%	118	118	118
COMM_11-THL	6/9/2028	3.376	%	32,325	32,812	32,772
CSFBMSC_03-C3	5/15/2038	3.936	%	3,567	3,556	3,578
CSFBMSC_04-C2	5/15/2036	3.819	%	7,096	7,093	7,218
DBUBS_11-LC1A	11/10/2046	3.742	%	15,332	15,606	16,583
DBUBS_11-LC2A	7/10/2044	3.527	%	4,379	4,416	4,796
GCCFC_05-GG5	4/10/2037	5.117	%	781	780	782
GCCFC_07-GG9	3/10/2039	5.381	%	9,000	9,136	9,288
GECMC_05-C3	7/10/2045	4.940	%	52	53	54
GFCM_03-1	5/12/2035	5.254	%	2,051	1,996	2,167
GMACC_03-C2	5/10/2040	5.444	%	6,998	6,993	7,101
GSMS_05-GG4	7/10/2039	4.680	%	1,894	1,891	1,913
GSMS_07-EOP	3/6/2020	1.103	%	33,809	33,786	33,840
GSMS_07-EOP	3/6/2020	0.483	%	10,000	10,011	10,016
GSMS_10-C2	12/10/2043	3.849	%	9,502	9,576	10,402
GSMS_11-ALF	2/10/2021	2.716	%	35,489	35,664	36,060
GSMS_11-GC5	8/10/2044	2.999	%	12,500	12,591	13,339
JPMCC-07-CB19	2/12/2049	5.711	%	3,197	3,311	3,508
JPMCC_03-CB7	1/12/2038	4.879	%	8,941	9,080	9,178
JPMCC_05-LDP1	3/15/2046	4.853	%	3,315	3,323	3,422
JPMCC_05-LDP5	12/15/2044	5.198	%	5,044	5,044	5,046
JPMCC_07-CB20	2/12/2051	5.629	%	2,383	2,381	2,385
JPMCC_10-C2	11/15/2043	2.749	%	8,757	8,813	9,163
JPMCC_10-CNTR	8/5/2032	3.300	%	10,313	10,392	11,048
JPMCC_11-C5	8/15/2046	3.149	%	5,000	5,041	5,380
JPMCC_11-FL1	11/15/2028	2.109	%	17,497	17,657	17,661
JPMCC_11-PLSD	11/13/2044	3.364	%	7,195	7,237	7,757
JPMCMFC_03-LN1	10/15/2037	4.134	%	584	580	588
LBUBS_05-C7	11/15/2030	5.103	%	463	439	463
MLMT_05-CIP1	7/12/2038	4.960	%	2,879	2,827	2,933
MSC_11-C1	9/15/2047	2.602	%	8,433	8,480	8,649
MSC_11-C3	7/15/2049	3.224	%	4,000	4,029	4,309
UBSC_11-C1	1/10/2045	3.187	%	9,000	9,117	9,621
WBCMT_05-C17	3/15/2042	5.037	%	3,541	3,558	3,582
WFDB_2011-BXR	7/5/2024	3.662	%	2,500	2,500	2,554
Total Non-Agency Commercial Mortgage Backed Securities					346,997	355,920
Total Commercial Mortgage Backed Securities					402,877	414,710

F-35

ISSUER	MATURITY DATE	COUPON RATE		PRINCIPAL AMOUNT OF BONDS & NOTES OR # of SHARES	AMORTIZED COST (NOTES a & b)	CARRYING VALUE (NOTE a)
CORPORATE DEBT SECURITIES AEROSPACE
L-3 COMMUNICATIONS CORP	11/15/2016	3.950	%	29,566	31,948	31,969
Northrop Grumman Corp	11/15/2015	1.850	%	2,906	2,939	2,984
Total Aerospace					34,887	34,953
BANKING
WASHINGTON MUTUAL BANK HENDERS	6/15/2011	0.000	%	1,500	—	3	(c)(d)
Total Banking					—	3
CABLE
ROGERS CABLE SYSTEMS	6/15/2013	6.250	%	1,500	1,502	1,539
Rogers Communications Inc	3/1/2014	6.375	%	8,800	9,140	9,375
Total Cable					10,642	10,914
CHEMICALS
Dow Chemical Co/The	5/15/2014	7.600	%	3,836	4,053	4,188
Clorox Co/The	1/15/2015	5.000	%	2,900	3,143	3,126
Eastman Chemical Co	6/1/2017	2.400	%	8,425	8,482	8,705
Total Chemicals					15,678	16,019
CONGLOMERATES/DIVERSIFIED MANUFACTURING
GENERAL ELECTRIC CAP CORP	10/17/2016	3.350	%	25,000	26,597	26,835
GENERAL ELECTRIC CAP CORP	7/2/2015	1.625	%	7,000	7,067	7,126
Total Conglomerates/Diversified Manufacturing					33,664	33,961
ELECTRONICS/INFORMATION/DATA TECHNOLOGY
SUNGARD DATA	1/15/2014	4.875	%	370	363	382
Hewlett-Packard Co	9/15/2016	3.000	%	30,000	30,828	30,192
Moog Inc	1/15/2015	6.250	%	1,500	1,500	1,501
SAP IRELAND US FINANCIAL SERV	11/15/2017	2.130	%	10,000	10,000	9,954
Total Electronics/Information/Data Technology					42,691	42,029
ELECTRIC, GAS & OTHER
APPALACHIAN POWER	2/1/2015	4.950	%	14,065	14,979	15,069
APPALACHIAN POWER	5/24/2015	3.400	%	15,000	15,145	15,829
ARIZONA PUB SERVICE	5/15/2015	4.650	%	647	704	701
ARIZONA PUB SERVICE	6/30/2014	5.800	%	1,250	1,311	1,343
ARIZONA PUB SERVICE	8/1/2016	6.250	%	1,380	1,621	1,620
CENTERPOINT ENERGY RESOURCES C	1/15/2014	5.950	%	8,250	8,550	8,660
COLORADO INTERSTATE GAS CO	3/15/2015	5.950	%	1,977	2,131	2,158
COLORADO INTERSTATE GAS CO	11/15/2015	6.800	%	18,926	20,477	21,932
CONSOLIDATED NAT GAS CO	3/1/2014	5.000	%	9,475	9,823	9,939
CONSUMERS ENERGY COMPANY	10/15/2015	2.600	%	10,000	10,176	10,249
CONSUMERS ENERGY COMPANY	2/15/2014	6.000	%	2,855	2,989	3,023
CONSUMERS ENERGY COMPANY	3/15/2015	5.000	%	1,000	1,054	1,091
DAYTON POWER AND LIGHT COMPANY	10/1/2013	5.125	%	5,000	5,134	5,165
DTE Energy Co	6/1/2016	6.350	%	1,260	1,433	1,464
DTE Energy Co	5/15/2014	7.625	%	8,100	8,764	8,844
Dominion Resources Inc/VA	7/15/2015	5.150	%	3,426	3,784	3,782
Duke Energy Corp	4/1/2015	3.350	%	7,000	7,164	7,396
INDIANA MICHIGAN POWER	11/15/2014	5.050	%	950	1,020	1,018
KERN RIVER FUNDING CORP	4/30/2018	4.893	%	14,150	15,661	15,428
KINDER MORGAN ENERGY PARTNERS	2/15/2015	5.625	%	17,605	18,937	19,290
METROPOLITAN EDISON	3/15/2013	4.950	%	5,000	5,028	5,042
METROPOLITAN EDISON	4/1/2014	4.875	%	5,000	5,200	5,239
NEVADA POWER COMPANY	3/15/2016	5.950	%	4,000	4,497	4,586
NEXTERA ENERGY CAPITAL HOLDING	6/1/2014	1.611	%	1,950	1,973	1,971
NEXTERA ENERGY CAPITAL HOLDING	6/1/2015	1.200	%	3,175	3,196	3,198
NISOURCE FINANCE CORPORATION	3/1/2013	6.150	%	2,273	2,285	2,292
NISOURCE FINANCE CORPORATION	7/15/2014	5.400	%	10,000	10,283	10,709
NORTHWEST PIPELINE	6/15/2016	7.000	%	4,280	4,858	5,064
OHIO POWER CO	1/15/2014	4.850	%	6,780	6,984	7,058
ONCOR ELECTRIC DELIVERY CO	1/15/2015	6.375	%	5,210	5,653	5,750
PG&E Corp	4/1/2014	5.750	%	1,630	1,732	1,728
Pacific Gas & Electric Co	3/1/2014	4.800	%	10,055	10,494	10,535
SOUTHERN STAR CENTRAL GAS PIPE	6/1/2016	6.000	%	9,449	10,480	10,475
TRANS CONTINENTAL GAS PIPELINE	4/15/2016	6.400	%	649	726	751
TransAlta Corp	1/15/2015	4.750	%	8,600	8,974	9,102
Total Electric, Gas & Other					233,220	237,501
ENERGY
Anadarko Petroleum Corp	9/15/2016	5.950	%	5,000	5,333	5,756
Chesapeake Energy Corp	8/15/2017	6.500	%	210	209	228
ENCANA HOLDINGS FINANCE CORP	5/1/2014	5.800	%	1,109	1,165	1,179
ENTERPRISE PRODUCTS OPERATING	10/15/2014	5.600	%	4,893	5,213	5,297
MIDCONTINENT EXPRESS PIPELINE	9/15/2014	5.450	%	11,100	11,648	11,629
Marathon Oil Corp	11/1/2015	0.900	%	27,625	27,685	27,647
NOBLE HOLDING INTERNATIONAL LTD	3/1/2016	3.050	%	19,151	19,828	19,982
PLAINS ALL AMERICAN PIPELINE L	12/15/2013	5.625	%	4,400	4,550	4,614
PLAINS ALL AMERICAN PIPELINE L	9/15/2015	3.950	%	7,000	7,386	7,543
WEATHERFORD INTERNATIONAL LTD	3/15/2013	5.150	%	242	243	244
XTO Energy Inc	2/1/2014	4.900	%	1,000	999	1,050
Cenovus Energy Inc	9/15/2014	4.500	%	1,575	1,672	1,670
Total Energy					85,931	86,839
FINANCE
WOODSIDE FINANCE	11/10/2014	4.500	%	26,288	26,955	27,805
Total Finance					26,955	27,805
FOOD AND DRUG
Kroger Co/The	10/1/2015	3.900	%	4,000	4,195	4,316
Total Food and Drug					4,195	4,316
FOOD PROCESSING/BEVERAGES/BOTTLING
BACARDI LIMITED	4/1/2014	7.450	%	23,350	25,212	25,192
Beam Inc	6/15/2014	6.375	%	1,730	1,852	1,865

F-36

ISSUER	MATURITY DATE	COUPON RATE		PRINCIPAL AMOUNT OF BONDS & NOTES OR # of SHARES	AMORTIZED COST (NOTES a & b)	CARRYING VALUE (NOTE a)
ConAgra Foods Inc	9/10/2015	1.350	%	5,000	5,017	5,000
DIAGEO CAPITAL PLC	1/15/2014	7.375	%	13,503	14,245	14,442
DIAGEO CAPITAL PLC	5/11/2017	1.500	%	13,235	13,184	13,422
General Mills Inc	5/16/2014	1.550	%	10,000	10,000	10,129
General Mills Inc	10/15/2014	6.190	%	20,000	21,922	22,106
Kellogg Co	11/17/2016	1.875	%	5,000	5,157	5,136
MARS INC	10/11/2017	2.190	%	35,000	35,000	34,785
SABMILLER HOLDINGS INC	1/15/2015	1.850	%	16,195	16,534	16,513
Heineken NV	10/1/2015	0.800	%	13,800	13,780	13,825
Total Food Processing/Beverages/Bottling					161,903	162,415
HEALTHCARE
AmerisourceBergen Corp	9/15/2015	5.875	%	16,934	18,782	19,176
Cardinal Health Inc	6/15/2015	4.000	%	3,660	3,841	3,933
ESSILOR INTERNATIONALE	3/15/2017	2.650	%	7,500	7,500	7,660
Express Scripts Holding Co	5/15/2016	3.125	%	5,000	5,049	5,271
McKesson Corp	2/15/2014	6.500	%	1,055	1,099	1,123
WellPoint Inc	1/15/2016	5.250	%	3,370	3,657	3,755
WellPoint Inc	9/10/2015	1.250	%	14,375	14,456	14,489
Total Healthcare					54,384	55,407
INDUSTRIAL OTHER
GIBRALTAR INDUSTRIES	12/1/2015	8.000	%	250	250	253
Nordson Corp	7/26/2017	2.270	%	15,000	15,000	15,054
Total Industrial Other					15,250	15,307
MEDIA
BSKYB FINANCE UK PLC	10/15/2015	5.625	%	11,960	13,217	13,388
REED ELSEVIER CAPITAL	1/15/2014	7.750	%	19,000	19,910	20,346
TCM SUB LLC	1/15/2015	3.550	%	32,561	33,023	34,171
Total Media					66,150	67,905
METALS/MINING
INTERNATIONAL STEEL GROUP	4/15/2014	6.500	%	15,530	16,200	16,138
VALE OVERSEAS LIMITED	1/23/2017	6.250	%	10,750	12,171	12,370
Old AII Inc	6/1/2020	6.000	%	4	4	4
Total Metals/Mining					28,375	28,512
PHARMACEUTICALS
ARISTOTLE HOLDING INC	11/21/2014	2.750	%	11,400	11,786	11,760
Total Pharmaceuticals					11,786	11,760
PUBLISHING
Thomson Reuters Corp	10/1/2014	5.700	%	5,000	5,347	5,405
Total Publishing					5,347	5,405
RAILROADS
CSX Corp	4/1/2015	6.250	%	1,099	1,207	1,231
Union Pacific Corp	2/1/2016	7.000	%	12,500	14,598	14,565
Total Railroads					15,805	15,796
RESTAURANTS
Yum! Brands Inc	4/15/2016	6.250	%	15,700	17,979	17,892
Total Restaurants					17,979	17,892
RETAIL - STORES
Best Buy Co Inc	3/15/2016	3.750	%	10,000	9,851	9,350
CONVENIENCE RETAILERS LLC	11/22/2016	2.750	%	10,500	10,500	10,829
Total Retail - Stores					20,351	20,179
SERVICES OTHER
Waste Management Inc	3/11/2015	6.375	%	1,040	1,144	1,163
Waste Management Inc	9/1/2016	2.600	%	11,954	12,141	12,523
Total Services Other					13,285	13,686
TELECOMMUNICATIONS
DEUTSCHE TELEKOM INTERNATIONAL	4/11/2016	3.125	%	10,000	10,178	10,577
France Telecom SA	9/14/2016	2.750	%	7,500	7,473	7,873
QWEST CORP	6/15/2015	7.625	%	510	512	577
TELEFONICA EMISIONES SAU	4/27/2015	3.729	%	4,500	4,497	4,623
Vodafone Group PLC	1/30/2015	5.375	%	24,065	25,240	26,325
Vodafone Group PLC	12/16/2013	5.000	%	10,000	10,224	10,428
Total Telecommunications					58,124	60,403
TRANSPORTATION-OTHER
Wabtec Corp/DE	7/31/2013	6.875	%	1,360	1,362	1,397
Total Transportation-Other					1,362	1,397
Total - Corporate Debt Securities					957,964	970,404
STRUCTURED SECURITIES
M LYNCH ELLIOT & PAGE XIV SER 98-E		0.000	%	11,000	—	—	(c)(d)
Total Structured Securities					—	—
TOTAL - FIXED MATURITIES					3,418,374	3,424,910
COMMON STOCK
CHEMICALS
LyondellBasell Industries NV				16	82	924
Total - Chemicals					82	924

F-37

ISSUER	MATURITY DATE	COUPON RATE		PRINCIPAL AMOUNT OF BONDS & NOTES OR # of SHARES	AMORTIZED COST (NOTES a & b)	CARRYING VALUE (NOTE a)
COMMUNICATIONS
Cumulus Media Inc				22	69	60	(d)
MEDIANEWS GROUP INC				3	41	39	(d)
Tribune Company				13	577	577
MGM HOLDINGS II INC				37	714	1,420	(c)(d)
SuperMedia Inc				2	—	5	(d)
Total - Communications					1,401	2,101
FINANCE
NPF XII INC - ABS				10,000	—	—	(d)
Total - Finance					—	—
GAMING
AFFINITY GAMING LLC (HERBST)				9	87	103	(d)
TROPICANA ENTERTAINMENT LLC				4	—	60	(d)
Total - Gaming					87	163
INDUSTRIAL
Contech Engineered Solutions L				13	297	340	(d)
MARK IV INDUSTRIES				10	115	254	(d)
Total - Industrial					412	594
METALS/MINING
Old AII Inc				5	172	247	(d)
Total - Metals/Mining					172	247
TELECOMMUNICATIONS
Hawaiian Telcom Holdco Inc				3	50	65	(c)(d)
Total - Telecommunications					50	65
TOTAL - COMMON STOCK					2,204	4,094
SYNDICATED LOANS
AIRLINES
UNITED AIR LINES INC	2/1/2014	2.250	%	484	484	484
US Airways Group Inc	3/21/2014	2.709	%	525	525	525
Total Airlines					1,009	1,009
CABLE
CHARTER COMMUNICATIONS OPERATION	9/6/2016	3.460	%	917	917	917
CSC HOLDINGS INC	3/29/2016	1.959	%	1,055	1,055	1,055
LodgeNet Interactive Corp	4/4/2014	8.500	%	304	304	304
MEDIACOM LLC	1/31/2015	1.690	%	1,235	1,219	1,219
Total Cable					3,495	3,495
CHEMICALS
BERRY PLASTICS (BPC HOLDINGS)	4/3/2015	2.209	%	2,263	2,198	2,198
MILLENIUM CHEMICALS	5/15/2014	2.612	%	177	177	177
CELANESE HOLDINGS LLC	10/31/2016	3.109	%	721	720	720
HUNTSMAN INTERNATIONAL LLC	4/19/2017	2.757	%	1,180	1,175	1,175
HUNTSMAN INTERNATIONAL LLC	4/19/2017	3.010	%	437	433	433
MACDERMID INC	4/12/2014	2.209	%	811	797	797
MOMENTIVE SPECIALTY CHEMICALS	5/5/2015	4.000	%	396	396	396
MOMENTIVE SPECIALTY CHEMICALS	5/5/2015	4.125	%	376	367	367
MOMENTIVE SPECIALTY CHEMICALS	5/5/2015	4.125	%	180	180	180
Total Chemicals					6,443	6,443
COMMUNICATIONS
Dex One Corp	10/24/2014	9.000	%	357	177	177
ADVANSTAR COMMUNICATIONS	6/2/2014	2.620	%	592	488	488
GateHouse Media Inc	8/28/2014	2.210	%	1,474	1,474	1,474
MEDIANEWS GROUP INC	3/19/2014	8.500	%	20	20	20
PENTON MEDIA INC	8/1/2014	5.000	%	145	118	118
SuperMedia Inc	12/31/2015	11.000	%	245	137	137
UNIVISION COMMUNICATIONS INC	3/31/2017	4.459	%	332	302	302
YELL FINANCE B.V.	7/31/2014	0.000	%	1,288	1,277	1,277	(d)
Total Communications					3,993	3,993
ELECTRONICS/INFORMATION/DATA TECHNOLOGY
Acxiom Corp	3/15/2015	3.313	%	121	121	121
Freescale Semiconductor Ltd	12/1/2016	4.464	%	1,499	1,465	1,465

F-38

ISSUER	MATURITY DATE	COUPON RATE		PRINCIPAL AMOUNT OF BONDS & NOTES OR # of SHARES	AMORTIZED COST (NOTES a & b)	CARRYING VALUE (NOTE a)
SABRE INC	9/30/2017	5.959	%	284	284	284
Total Electronics/Information/Data Technology					1,870	1,870
ELECTRIC, GAS & OTHER
ENERGY FUTURE HOLDINGS CORP	10/10/2014	3.746	%	1,868	1,838	1,838
Total Electric, Gas & Other					1,838	1,838
FINANCE - OTHER
CENGAGE LEARNING (THOMSON)	7/3/2014	2.710	%	238	237	237
NUVEEN INVESTMENTS INC	5/13/2017	5.840	%	468	465	465
NUVEEN INVESTMENTS INC	5/13/2017	5.841	%	400	392	392
SURGICAL CARE AFFILIATES INC	12/29/2014	2.362	%	142	142	142
Total Finance - Other					1,236	1,236
FOOD & DRUG
Rite Aid Corp	6/4/2014	1.967	%	729	729	729
Total Food & Drug					729	729
FOOD PROCESSING/BEVERAGES/BOTTLING
Dean Foods Co	4/2/2016	3.210	%	2,944	2,885	2,885
Total Food Processing/Beverages/Bottling					2,885	2,885
GAMING
VENETIAN CASINO RESORT LLC	11/23/2016	2.710	%	471	455	455
VENETIAN CASINO RESORT LLC	11/23/2016	2.710	%	95	92	92
Total Gaming					547	547
HEALTHCARE
BIOMET	7/25/2017	3.958	%	285	285	285
HCA Inc	5/1/2018	3.459	%	1,184	1,181	1,181
Total Healthcare					1,466	1,466
Industrial
Contech Engineered Solutions L	2/7/2017	13.000	%	183	183	183
Total Industrial					183	183
LEISURE
AMF BOWLING WORLDWIDE	6/7/2013	0.000	%	241	241	241	(d)
ZUFFA LLC	6/19/2015	2.250	%	190	190	190
Total Leisure					431	431
PHARMACEUTICALS
CATALENT PHARMA SOLUTIONS INC	9/15/2016	4.209	%	689	680	680
Total PHARMACEUTICALS					680	680
RETAIL STORES
MICHAELS STORES INC	7/31/2016	4.838	%	437	437	437
Total Retail Stores					437	437
SERVICES - OTHER
ARAMARK CORP	7/26/2016	3.461	%	49	49	49
ARAMARK CORP	7/26/2016	3.459	%	745	741	741
ARAMARK CORP	7/26/2016	3.461	%	27	27	27
ARAMARK CORP	7/26/2016	3.515	%	338	333	333
NIELSEN FINANCE LLC	8/9/2013	2.213	%	4	4	4
NIELSEN FINANCE LLC	5/2/2016	3.963	%	978	976	976
NIELSEN FINANCE LLC	5/2/2016	3.463	%	433	429	429
Weight Watchers International	6/30/2016	2.625	%	196	194	194
Weight Watchers International	2/24/2019	4.000	%	1,027	1,023	1,023
Total Services - Other					3,776	3,776

F-39

ISSUER	MATURITY DATE	COUPON RATE		PRINCIPAL AMOUNT OF BONDS & NOTES OR # of SHARES	AMORTIZED COST (NOTES a & b)			CARRYING VALUE (NOTE a)
TELECOMMUNICATIONS
TW TELECOM (TIME WARNER)	12/30/2016	3.460	%	1,401	1,393			1,393
Windstream Corp	12/17/2015	3.090	%	237	237			237
Total Telecommunications					1,630			1,630
Total - Syndicated Loans (b)					32,648			32,648
Allowance for Loan Losses					(3,084		)	(3,084		)
TOTAL - SYNDICATED LOANS, NET					29,564			29,564
TOTAL INVESTMENTS IN CASH EQUIVALENTS, FIXED MATURITIES, COMMON STOCK AND SYNDICATED LOANS					$	3,531,240		$	3,539,666

NOTES

a) Cash equivalents and available-for-sale securities are carried at fair value.  In the absence of quoted market prices, fair values are obtained from third party pricing services, non-binding broker quotes or other model-based valuation techniques. Syndicated loans are carried at amortized cost, less allowance for loan losses.  See notes to the financial statements regarding security valuation.

b) For Federal income tax purposes, the cost of investments is $3.5 billion.

c) Securities written down due to other-than-temporary impairment related to credit losses.

d) Non-Income producing securities.

F-40

AMERIPRISE CERTIFICATE COMPANY	SCHEDULE III
Mortgage Loans on Real Estate and Interest Earned on Mortgages
Year Ended December 31, 2012
(Thousands)

Part 1 - Mortgage loans on real estate at end of period

Part 2 - Interest earned on mortgages

								Amount of principal					Average
								unpaid at end of period				Interest	gross rate
										Subject	Amount	due and	of interest
										to	of	accrued	on mortgages
				Number	Prior	Carrying				delinquent	mortgages	at end of	held at end
				of	liens	amount of				interest	being	period	of period
Loan No.            Description (a)		Property Location		loans	(b)	mortgages (c),		Total		(d)	foreclosed	(e)	(f)
First mortgages:
Insured by Federal Housing Administration - liens on:
Residential - under $100				—		—		—		—	—		0.000	%
Apartment and business - under $100				—		—		—		—	—		0.000	%
Total				—		—		—		—	—		0.000	%
Partially guaranteed under Serviceman’s
Readjustment Act of 1944, as amended - liens on:
Residential - under $100				—		—		—		—	—		0.000	%
Apartment and business - under $100				—		—		—		—	—		0.000	%
Total				—		—		—		—	—		0.000	%
Other - liens on:
Residential				—		—		—		—	—		0.000	%
Apartment and business:
Under $100
$100 to $150
	121047157	Tampa	FL	1		100		100		—	—		7.650	%
	121047256	Rapid City	SD	1		107		107		—	—		6.750	%
	121047298	Rock Hill	SC	1		139		139		—	—		7.250	%
$150 to $200
	121047295	Concord	NC	1		192		192		—	—		7.000	%
$200 to $250
	121047294	Hope Mills	NC	1		246		246		—	—		7.000	%
$250 to $300
$300 to $350
$350 to $400
	121047289	Newport News	VA	1		384		384		—	—		6.900	%
$400 to $450
	121047318	Silverdale	WA	1		422		422		—	—		4.410	%
$450 to $500
	121047255	Forest Lake	MN	1		490		490		—	—		6.830	%
Over $500:
	121047195	Pharr	TX	1		1,155		1,155		—	—		5.680	%
	121047196	Pharr	TX	1		2,584		2,584		—	—		5.680	%
	121047197	Alamo	TX	1		592		592		—	—		5.680	%
	121047210	West Haven	CT	1		5,279		5,279		—	—		4.250	%
	121047215	Urbandale	IA	1		1,589		1,589		—	—		3.750	%
	121047216	Urbandale	IA	1		1,251		1,251		—	—		3.750	%
	121047230	Houston	TX	1		1,600		1,600		—	—		5.110	%
	121047262	Fargo	ND	1		7,923		7,923		—	—		5.440	%
	121047268	Sebring	FL	1		7,303		7,303		—	—		6.000	%
	121047281	Shaker Heights	OH	1		1,727		1,727		—	—		2.270	%
	121047329	Omaha	NE	1		934		934		—	—		6.750	%
	121047342	Tucson	AZ	1		2,306		2,306		—	—		5.250	%
	121047343	Durham	NC	1		1,918		1,918		—	—		5.000	%
	121047354	San Diego	CA	1		5,244		5,244		—	—		3.270	%
	121047356	Wood Dale	IL	1		1,949		1,949		—	—		4.030	%
	121047357	Wauconda	IL	1		1,413		1,413		—	—		4.030	%
	121047364	Kansas City	KS	1		1,247		1,247		—	—		3.110	%
	121087167	Ruskin	FL	1		3,348		3,348		—	—		5.650	%
	121087168	Riverview	FL	1		1,759		1,759		—	—		5.650	%
	121087187	Mebane	NC	1		3,072		3,072		—	—		5.690	%
	121087245	Southport	CT	1		3,108		3,108		—	—		5.750	%
	121087290	Doraville	GA	1		1,840		1,840		—	—		5.770	%
	121087313	Orchard Park	NY	1		3,059		3,059		—	—		5.460	%
	121087320	Kirkland	WA	1		2,950		2,950		—	—		3.560	%
	121087327	Marietta	GA	1		2,100		2,100		—	—		3.410	%
	121087337	Issaquah	WA	1		6,478		6,478		—	—		5.330	%
	121087344	Norcross	GA	1		1,755		1,755		—	—		5.000	%
	121087345	Henderson	NV	1		6,321		6,321		—	—		4.500	%
	121087346	Independence	MO	1		1,536		1,536		—	—		4.380	%
	121087347	Lawrenceville	GA	1		1,492		1,492		—	—		4.650	%
	121087349	Carlsbad	CA	1		2,116		2,116		—	—		3.600	%
	121087350	Norwalk	CA	1		4,361		4,361		—	—		4.670	%
	121087351	Gardena	CA	1		1,782		1,782		—	—		4.450	%
	121087352	Bedford	NH	1		2,376		2,376		—	—		4.860	%
	121087353	Beaverton	OR	1		884		884		—	—		4.450	%
	121087355	Oregon City	OR	1		2,024		2,024		—	—		3.460	%
	121087358	Philadelphia	PA	1		2,535		2,535		—	—		3.590	%
	121087359	Apex	NC	1		1,132		1,132		—	—		3.520	%
	121087360	Sun City Center	FL	1		4,514		4,514		—	—		4.350	%
	121087361	Oswego	OR	1		4,763		4,763		—	—		3.480	%
	121087362	Atlanta	GA	1		2,471		2,471		—	—		3.580	%
	121087363	Springfield	OR	1		1,159		1,159		—	—		3.930	%
	121087365	Fairfax	VA	1		2,096		2,096		—	—		3.610	%
	121087366	Murray	UT	1		1,400		1,400		—	—		3.310	%
	121087368	Norwich	NY	1		3,300		3,300		—	—		3.170	%
Total Other				53	—	123,825		123,825		—	—		4.612	%
Unallocated Reserve for Losses						2,576
Total First Mortgage Loans on Real Estate				53		$	121,249	$	123,825

F-41

SCHEDULE III

AMERIPRISE CERTIFICATE COMPANY

Mortgage Loans on Real Estate and Interest Earned on Mortgages

Year Ended December 31, 2011

(Thousands)

Part 1 - Mortgage loans on real estate at end of period

Part 2 - Interest earned on mortgages

								Amount of principal					Average
								unpaid at end of period				Interest	gross rate
										Subject	Amount	due and	of interest
										to	of	accrued	on mortgages
				Number	Prior	Carrying				delinquent	mortgages	at end of	held at end
				of	liens	amount of				interest	being	period	of period
Loan No.            Description (a)		Property Location		loans	(b)	mortgages (c),		Total		(d)	foreclosed	(e)	(f)
First mortgages:
Insured by Federal Housing Administration - liens on:
Residential - under $100				—		—		—		—	—		0.000	%
Apartment and business - under $100				—		—		—		—	—		0.000	%
Total				—		—		—		—	—		0.000	%
Partially guaranteed under Serviceman’s
Readjustment Act of 1944, as amended - liens on:
Residential - under $100				—		—		—		—	—		0.000	%
Apartment and business - under $100				—		—		—		—	—		0.000	%
Total				—		—		—		—	—		0.000	%
Other - liens on:
Residential				—		—		—		—	—		0.000	%
Apartment and business:
Under $100				—		—		—		—	—		0.000	%
$100 to $150				—		—		—		—	—		0.000	%
$150 to $200				—		—		—		—	—		0.000	%
$200 to $250				—		—		—		—	—		0.000	%
	121047256	Rapid City	SD	1		228		228		—	—		6.750	%
	121047298	Rock Hill	SC	1		235		235		—	—		7.250	%
$250 to $300				—		—		—		—	—		0.000	%
$300 to $350				—		—		—		—	—		0.000	%
	121047295	Concord	NC	1		324		324		—	—		7.000	%
$350 to $400				—		—		—		—	—		0.000	%
$400 to $450				—		—		—		—	—		0.000	%
	121047294	Hope Mills	NC	1		417		417		—	—		7.000	%
$450 to $500				—		—		—		—	—		0.000	%
	121047157	Tampa	FL	1		484		484		—	—		7.650	%
Over $500:
	121047195	Pharr	TX	1	—	1,255		1,255		—	—		5.680	%
	121047196	Pharr	TX	1	—	2,808		2,808		—	—		5.680	%
	121047197	Alamo	TX	1	—	643		643		—	—		5.680	%
	121047210	West Haven	CT	1	—	5,441		5,441		—	—		5.980	%
	121047214	Plymouth	MN	1	—	8,081		8,081		—	—		5.480	%
	121047215	Urbandale	IA	1	—	1,794		1,794		—	—		5.550	%
	121047216	Urbandale	IA	1	—	1,412		1,412		—	—		5.550	%
	121047224	Plano	TX	1	—	1,797		1,797		—	—		6.000	%
	121047226	Austin	TX	1	—	1,782		1,782		—	—		5.500	%
	121047230	Houston	TX	1	—	1,653		1,653		—	—		5.110	%
	121047255	Forest Lake	MN	1	—	1,106		1,106		—	—		6.830	%
	121047262	Fargo	ND	1	—	4,474		4,474		—	—		5.820	%
	121047268	Sebring	FL	1	—	7,453		7,453		—	—		6.000	%
	121047281	Shaker Heights	OH	1	—	1,727		1,727		—	—		2.270	%
	121047285	Fort Myers	FL	1	—	1,067		1,067		—	—		6.750	%
	121047289	Newport News	VA	1	—	668		668		—	—		6.900	%
	121047318	Silverdale	WA	1	—	983		983		—	—		4.410	%
	121047320	Kirkland	WA	1	—	2,656		2,656		—	—		6.150	%
	121047329	Omaha	NE	1	—	964		964		—	—		6.750	%
	121047342	Tucson	AZ	1	—	2,468		2,468		—	—		5.250	%
	121087343	Durham	NC	1	—	1,981		1,981		—	—		5.000	%
	121047354	San Diego	CA	1	—	5,970		5,970		—	—		3.270	%
	121047355	Oregon City	OR	1	—	2,200		2,200		—	—		3.460	%
	121047356	Wood Dale	IL	1	—	1,996		1,996		—	—		4.030	%
	121047357	Wauconda	IL	1	—	1,447		1,447		—	—		4.030	%
	121087167	Ruskin	FL	1	—	3,650		3,650		—	—		5.650	%
	121087168	Riverview	FL	1	—	1,918		1,918		—	—		5.650	%
	121087187	Mebane	NC	1	—	3,164		3,164		—	—		5.690	%
	121087245	Southport	CT	1	—	3,191		3,191		—	—		5.750	%
	121087290	Doraville	GA	1	—	1,980		1,980		—	—		5.770	%
	121087313	Orchard Park	NY	1	—	3,216		3,216		—	—		5.460	%
	121087327	Marietta	GA	1	—	2,057		2,057		—	—		6.500	%
	121087337	Issaquah	WA	1	—	6,816		6,816		—	—		5.330	%
	121087344	Norcross	GA	1	—	1,808		1,808		—	—		6.220	%
	121087345	Henderson	NV	1	—	6,627		6,627		—	—		6.250	%
	121087346	Independence	MO	1	—	1,573		1,573		—	—		4.380	%
	121087347	Lawrencevill	GA	1	—	1,632		1,632		—	—		4.650	%
	121087348	Grandy	NC	1	—	935		935		—	—		4.250	%
	121087349	Carlsbad	CA	1	—	2,173		2,173		—	—		3.600	%
	121087350	Norwalk	CA	1	—	4,460		4,460		—	—		4.670	%
	121087351	Gardena	CA	1	—	1,947		1,947		—	—		4.450	%
	121087352	Bedford	NH	1	—	2,429		2,429		—	—		4.860	%
	121087353	Beaverton	OR	1	—	967		967		—	—		4.450	%
	121087358	Philadelphia	PA	1	—	2,600		2,600		—	—		3.590	%
Total Other				49	—	118,657		118,657		—	—		5.292	%
Unallocated Reserve for Losses						2,576
Total First Mortgage Loans on Real Estate				49		$	116,081	$	118,657

F-42

SCHEDULE III

AMERIPRISE CERTIFICATE COMPANY

Mortgage Loans on Real Estate and Interest Earned on Mortgages

Year Ended December 31, 2012

(Thousands)

Part 3 - Location of mortgaged properties

						Amount of principal unpaid at end of period
								Subject
				Carrying				to	Amount of
State in		Number	Prior	amount of				delinquent	mortgages
which mortgaged		of	liens	mortgages				interest	being
property is located		loans	(b)	(c)		Total		(d)	foreclosed
Arizona	AZ	1		2,306		2,306		—	—
California	CA	4		13,503		13,503
Connecticut	CT	2		8,387		8,387		—	—
Florida	FL	5		17,024		17,024		—	—
Georgia	GA	5		9,659		9,659		—	—
Iowa	IA	2		2,840		2,840		—	—
Illinois	IL	2		3,361		3,361		—	—
Kansas	KS	1		1,247		1,247		—	—
Minnesota	MN	1		490		490		—	—
Montana	MO	1		1,536		1,536		—	—
North Carolina	NC	5		6,560		6,560		—	—
North Dakota	ND	1		7,924		7,924		—	—
Nebraska	NE	1		934		934		—	—
New Hampshire	NH	1		2,376		2,376
Nevada	NV	1		6,321		6,321		—	—
New York	NY	2		6,359		6,359		—	—
Ohio	OH	1		1,727		1,727		—	—
Oregon	OR	4		8,829		8,829
Pennsylvania	PA	1		2,535		2,535		—	—
South Carolina	SC	1		139		139		—	—
South Dakota	SD	1		107		107		—	—
Texas	TX	4		5,930		5,930		—	—
Utah	UT	1		1,400		1,400		—	—
Virginia	VA	2		2,480		2,480		—	—
Washington	WA	3		9,851		9,851		—	—
TOTAL		53		123,825		123,825		—	—
Unallocated Reserve for Losses (Accts #1218300090 and #1218300010)				2,576
Total		53		$	121,249	$	123,825	—	—

NOTES:

(a)  The classification “residential” includes single dwellings only.  Residential multiple dwellings are included in “apartment and business”.

(b)  Real estate taxes and easements, which in the opinion of the Company are not undue burden on the properties,have been excluded from the determination of “prior liens”.

(c)  In this schedule III, carrying amount of mortgage loans represents unpaid principal balances plus unamortized premiums less unamortized discounts and reserve for loss.

(d)  Interest in arrears for less than three months has been disregarded in computing the total amount of principal subject to delinquent interest.  The amounts of mortgage loans being foreclosed are also included in amounts subject to delinquent interest.

(e)  Information as to interest due and accrued for the various classes within the types of mortgage loans is not readily available and the obtaining thereof would involve unreasonable effort and expense. The Company does not accrue interest on loans which are over three months delinquent.

(f)  Information as to interest income by type and class of loan has been omitted because it is not readily available and the obtaining thereof would involve unreasonable effort and expense.  In lieu thereof, the average gross interest rates (exclusive of amortization of discounts and premiums) on mortgage loans held at December 31, 2012 are shown by type and class of loan.

F-43

The average gross interest rates on mortgage loans held at December 31, 2012, 2011 and 2010 are summarized as follows:

	2012		2011		2010
First mortgages:
Insured by Federal Housing Administration	—	%	—	%	—	%
Partially guaranteed under Servicemen’s Readjustment Act of 1944, as amended	—		—		—
Other	4.612	%	5.292	%	5.797	%
Combined average	4.612	%	5.292	%	5.797	%

(g)  Following is a reconciliation of the carrying amount of mortgage loans for the years ended December 31, 2012, 2011 and 2010.

	2012			2011			2010
Balance at beginning of period	$	116,081		$	107,065		$	130,283
New loans acquired:
Nonaffiliated companies	—			—			—
Reserve for loss reversal	—			—			—
Total additions	—			—			—
	116,081			107,065			130,283
Deductions during period:
Collections of principal	21,522			21,684			18,739
Purchases and fundings	(26,690		)	(30,700		)	—
Transfers	—			—			2,900
Reserve for loss	—			—			1,579
Total deductions	(5,168		)	(9,016		)	23,218
Balance at end of period	$	121,249		$	116,081		$	107,065

(h)  The aggregate cost of mortgage loans for federal income tax purposes at December 31, 2012 was $123,825.

(i)  At December 31, 2012, an unallocated reserve for loss on first mortgage loans of $2,576 is recorded.

F-44

Ameriprise Certificate Company SCHEDULE IV

Real Estate Owned and Rental Income

	Year ended December 31, 2012
	(in thousands)
Classification of property	Initial cost to company		Cost of improvements, etc.	Amount at which carried at close of period	Rents due and accrued at end of period	Total rental income applicable to period	Expended for interest, taxes, repairs and expenses	Net income applicable to period
Apartments and business Plaza 6000 (CO)	$	2,087	341	1,927	—	558	651	$	(93	)
Total	$	2,087	341	1,927	—	558	651	$	(93	)

	Year ended December 31, 2011
	(in thousands)
Classification of property	Initial cost to company		Cost of improvements, etc.	Amount at which carried at close of period	Rents due and accrued at end of period		Total rental  income applicable to period	Expended for interest, taxes, repairs and expenses	Net income applicable to period
Apartments and business Plaza 6000 (CO)	$	2,087	162	1,749	26		549	619	$	(70	)
Total	$	2,087	162	1,749	26		549	619	$	(70	)
Rent from properties sold during the period Dearborn (IL)					$	—	329	725	$	(396	)
Total					$	—	329	725	$	(396	)

Reconciliation of real estate owned for the years ended December 31, 2012 and 2011:

Balance at January 1, 2011	$	5,117
Additions during period:
Improvements, etc	32
Deductions during period:
Cost of real estate sold	(2,900		)
Writedown	(500		)
Balance at December 31, 2011	1,749
Additions during period:
Improvements, etc	178
Balance at December 31, 2012	$	1,927

F-45

Ameriprise Certificate Company SCHEDULE V

Qualified Assets on Deposit

December 31, 2012

	Investment Securities
	Bonds and				Mortgage
	Notes		Stocks		Loans		Other
Name of Depositary	(a)		(b)		(c)		(d)		Total
Deposits with states or their depositories to meet requirements of statutes and agreements:
Illinois - Secretary of State of Illinois	$	50	$	—	$	—	$	—	$	50
New Jersey - Commissioner of Banking and Insurance of New Jersey	54		—		—		—		54
Pennsylvania - Treasurer of the State of Pennsylvania	161		—		—		—		161
Texas - Treasurer of the State of Texas	116		—		—		—		116
Total State Deposits to meet requirements of statues and agreements	$	381	$	—	$	—	$	—	$	381
Total Central Depository - Ameriprise Trust Company	3,499,092		4,094		121,249		29,564		3,653,999
Total Deposits	$	3,499,473	$	4,094	$	121,249	$	29,564	$	3,654,380

Notes:

(a)  Represents amortized cost of bonds and notes.

(b)  Represents fair value of common stocks.

(c)  Represents unpaid principal balance of mortgage loans less unamortized discounts and reserve for losses.

(d)  Represents cost of warrants and syndicated loans.

F-46

AMERIPRISE CERTIFICATE COMPANY SCHEDULE VI

Certificate Reserves

Part 1 - Summary of Changes

Year ended December 31, 2010

(Thousands)

		Balance at beginning of period				Additions				Deductions						Balance at close of period
		Number														Number
		of							Charged					Credited		of
	Yield	accounts	Amount			Charged	Reserve		to other			Cash		to other		accounts	Amount
	to maturity	with	of	Amount		to profit	payments by		accounts			surrenders		accounts		with	of	Amount
	on an annual	security	maturity	of		and loss	certificate		(per			prior to		(per		security	maturity	of
Description	payment basis	holders	value	reserves		or income	holders		part 2)	Maturities		maturity		part 2)		holders	value	reserves
Installment certificates:
Reserves to mature:
Series 15, includes extended maturities
22A,   ”    ”    ”	3.09 Inst/3.10 Ext.	8	437	431		3	—		1	(15	)	(44	)	(357	)	1	19	19
I-76,    ”    ”    ”	3.35	40	1,126	1,066		23	13		1	(354	)	(204	)	(86	)	17	477	459
Reserve Plus Flex Payment		1	6	3		—	—		—	—		—		—		1	6	3
IC-Q-Ins		31	302	142		—	9		—	(8	)	(64	)	—		15	142	79
IC-Q-Ins Emp		1	6	1		—	—		—	(1	)	—		—		—	—	—
IC-I		33	415	259		—	9		1	(22	)	(134	)	—		15	216	113
IC-I-Emp		6	216	311		—	1		—	—		(273	)	—		4	90	39
Inst		5,922	—	36,267		—	10,044		100	(1,532	)	(13,063	)	—		4,994	—	31,816
Inst-E		37	—	141		—	81		—	—		(51	)	—		30	—	171
RP-Q-Installment		6	54	30		—	—		—	—		(18	)	—		4	28	12
RP-Q-Flexible Payment		1	12	11		—	—		—	—		—		—		1	12	11
RP-Q-Ins		3	24	2		—	—		—	—		—		—		2	12	2
RP-I-EMP		—	1	—		—	—		—	—		—		—		—	—	—
Inst-R & RP I95		303	30,399	1,971		—	767		6	(4	)	(773	)	—		290	52,414	1,967
Inst-R-E		5	648	15		—	6		—	—		(4	)	—		5	648	17
Total		6,397	33,646	40,650		26	10,930		109	(1,936	)	(14,628	)	(443	)	5,379	54,064	34,708
Payments made in advance of certificate year requirements and accrued interest thereon:
22A,    ”    ”    ”	3	—	—	20		—	—		—	(2	)	(6	)	(10	)	—	—	2
I-76,    ”    ”    ”	3.5	—	—	104		3	2		—	(22	)	(7	)	(1	)	—	—	79
Total		—	—	124		3	2		—	(24	)	(13	)	(11	)	—	—	81
Additional credits and accrued interest thereon:
” 20,    ”    ”    ”	2.5	—	—	(1	)	1	—		—	—		—		—		—	—	—
” 22A,    ”    ”    ”	3	—	—	86		1	—		2	(2	)	(9	)	(74	)	—	—	4
” I-76,    ”   ”     ”	3.5	—	—	214		4	—		3	(82	)	(40	)	(21	)	—	—	78
” IC-I		—	—	1		—	—		—	—		—		(1	)	—	—	—
” Inst		—	—	5		99	—		—	—		—		(100	)	—	—	4
” RP-I		—	—	1		—	—		—	—		(1	)	—		—	—	—
” Inst-R		—	—	(1	)	7	—		—	—		—		(6	)	—	—	—
Total		—	—	305		112	—		5	(84	)	(50	)	(202	)	—	—	86
Res for accrued 3rd year 2113 - Installment Prod only.		—	—	521		287	(436	)	—	—		—		—		—	—	372
Acc int — default I-76 2003/2025	3.5	—	—	1		—	—		—	—		—		(1	)	—	—	—
be allowed at next anni (2102)		—	—	—		7	—		—	—		—		(6	)	—	—	1
Total		—	—	522		294	(436	)	—	—		—		(7	)	—	—	373
Total installment certificates		6,397	33,646	41,601		435	10,496		114	(2,044	)	(14,691	)	(663	)	5,379	54,064	35,248

F-47

AMERIPRISE CERTIFICATE COMPANY SCHEDULE VI

Certificate Reserves

Part 1 - Summary of Changes

Year ended December 31, 2010

(Thousands)

		Balance at beginning of period				Additions					Deductions						Balance at close of period
		Number															Number
		of								Charged					Credited		of
	Yield	accounts	Amount			Charged		Reserve		to other			Cash		to other		accounts	Amount
	to maturity	with	of	Amount		to profit		payments by		accounts			surrenders		accounts		with	of	Amount
	on an annual	security	maturity	of		and loss		certificate		(per			prior to		(per		security	maturity	of
Description	payment basis	holders	value	reserves		or income		holders		part 2)	Maturities		maturity		part 2)		holders	value	reserves
Fully paid certificates:
Single-Payment certificates:
SP 82A - 111	3.5	1	2	2		—		—		—	—		(2	)	—		—	—	—
IC-2-84 - 115, 116,117,118,119	3.5	3	12	12		—		—		—	(8	)	—		—		2	—	4
IC-2-85 - 120,121,122,123.124,125,126,127,128,129,130	3.5	2	20	22		—		—		—	—		—		—		2	10	22
IC-2-86 - 131	3.5	1	2	3		—		—		—	—		(3	)	—		—	—	—
IC-2-87 - 132	3.5	1	4	5		—		—		—	—		—		—		1	2	5
IC-2-88 - 133	3.5	15	119	135		—		—		5	(105	)	(7	)	(28	)	—	—	—
Reserve Plus Single Payment - 150		4	17	19		—		—		—	(15	)	(3	)	—		1	—	1
IC-Flexible Savings (Variable Term) - 165		119,152	1,826,625	1,956,863		—		412,776		24,346	(3,249	)	(966,959	)	—		94,928	1,309,802	1,423,777
IC-Flexible Savings Emp (VT) - 166		175	1,847	2,745		—		14		38	(311	)	(488	)	—		128	1,376	1,998
IC-Preferred Investors - 250		4	4,385	4,398		—		295		32	—		(2,834	)	—		3	1,877	1,891
IC-1-84 - 170, 171,172,173,174		1	1	4		—		—		—	—		(4	)	—		—	—	—
Cash Reserve Variable PMT-3mo. - 662		17,372	92,162	97,321		—		35,283		176	(1,516	)	(52,760	)	—		14,236	74,485	78,504
IC-Future Value - 155		2	4	4		—		—		—	—		(1	)	—		1	3	3
IC-Stock Market - 180		43,547	277,554	313,928		—		65,345		11,868	(5,372	)	(95,396	)	—		37,696	255,521	290,373
IC-MSC - 181		19,060	296,916	324,985		—		35,964		10,588	—		(68,784	)	—		17,238	272,617	302,753
Total		199,340	2,499,669	2,700,446		—		549,677		47,053	(10,576	)	(1,187,241	)	(28	)	164,236	1,915,693	2,099,331
Additional credits and accrued interest thereon:
SP 74 (2030/1 4022)	3.5	—	—	(1	)	1		—		—	—		—		—		—	—	—
SP 82A	3.5	—	—	2		—		—		—	—		(2	)	—		—	—	—
IC-2-84	3.5	—	—	7		—		—		—	(5	)	—		—		—	—	2
IC-2-88	3.5	—	—	4		1		—		—	—		—		(5	)	—	—	—
IC-Flexible Savings		—	—	1,588		24,954		—		—	—		(1,461	)	(24,360	)	—	—	721
IC-Preferred Investors		—	—	2		42		—		—	—		(11	)	(32	)	—	—	1
IC-FS-EMP		—	—	1		47		—		—	—		(9	)	(38	)	—	—	1
Cash Reserve Variable Payment-3mo.		—	—	206		394		(319	)	—	—		(2	)	(176	)	—	—	103
IC-Future Value		—	—	8		(1	)	—		—	—		(1	)	—		—	—	6
IC-Stk Mkt, 2004/16/31-4000/16		—	—	216		148		—		—	—		(8	)	(282	)	—	—	74
IC-MSC		—	—	69		88		—		—	—		(3	)	(134	)	—	—	20
Total		—	—	2,102		25,674		(319	)	—	(5	)	(1,497	)	(25,027	)	—	—	928
Accrued for additional credits to be allowed at next anniversaries:
SP 75		—	—	(1	)	—		—		—	—		—		—		—	—	(1	)
IC-2-84 - 2019-4061		—	—	1		—		—		—	(1	)	—		—		—	—	—
IC-EISC		—	—	10,864		7,317		—		—	—		(149	)	(11,596	)	—	—	6,436
IC-AEBI Stock Market		—	—	9,999		6,725		—		—	—		(359	)	(10,461	)	—	—	5,904
Total		—	—	20,863		14,042		—		—	(1	)	(508	)	(22,057	)	—	—	12,339
Total Single Payment - Non Qualified		199,340	2,499,669	2,723,411		39,716		549,358		47,053	(10,582	)	(1,189,246	)	(47,112	)	164,236	1,915,693	2,112,598
R Series Single-Payment certificates:
R-77 - 910	3.5	8	28	35		—		—		2	—		(8	)	—		6	22	29
R-78 - 911	3.5	16	101	119		—		—		6	—		(19	)	—		14	86	106
R-79 - 912	3.5	23	143	163		—		—		12	—		(78	)	—		14	83	97
R-80 - 913	3.5	16	20	105		—		—		4	—		(6	)	—		13	95	103
R-81 - 914	3.5	7	45	42		—		—		2	—		(1	)	—		7	44	43
R-82A - 915	3.5	26	135	115		—		—		7	—		(47	)	—		20	87	75
RP-Q - 916		82	123	355		—		—		1	—		(48	)	—		73	106	308
R-II - 920	3.5	29	207	134		—		—		6	—		(22	)	—		26	174	118
RP-2-84 - 921,922,923,924,925	3.5	1	4	3		—		—		—	—		(3	)	—		—	—	—
RP-Flexible Savings - 971		50,023	997,000	1,052,961		—		244,523		13,634	(416	)	(551,905	)	—		38,769	710,726	758,797
RP-Preferred Investors - 950		—	—	(2	)	2		—		—	—		—		—		—	—	—
Cash Reserve RP-3 mo. - 972		2,509	14,471	15,424		10		2,250		33	(197	)	(5,448	)	—		2,068	11,273	12,072
RP-Flexible Savings Emp - 973		74	744	1,030		—		16		17	(7	)	(326	)	—		53	531	730
RP-Stock Market - 960		10,161	112,835	121,499		—		28,497		4,671	(559	)	(45,557	)	—		9,231	99,682	108,551
Market Strategy Cert - 961 (section 1-6 from Report 2785-81-RP-STOCK-VB 2001)	0	3,642	91,607	97,936		—		12,159		3,228	(1	)	(20,740	)	—		3,452	85,733	92,582
D-1 - sum of SERIES D on Summary page - 400 + 990-993		47	3,341	4,238		—		125		39	(16	)	(792	)	—		36	2,844	3,594
Total		66,664	1,220,806	1,294,157		12		287,570		21,662	(1,196	)	(625,000	)	—		53,782	911,486	977,205

F-48

	SCHEDULE VI
AMERIPRISE CERTIFICATE COMPANY
Certificate Reserves
Part 1 - Summary of Changes
Year ended December 31, 2010
(Thousands)

		Balance at beginning of period				Additions				Deductions						Balance at close of period
		Number														Number
		of							Charged					Credited		of
	Yield	accounts	Amount			Charged	Reserve		to other			Cash		to other		accounts	Amount
	to maturity	with	of	Amount		to profit	payments by		accounts			surrenders		accounts		with	of	Amount
	on an annual	security	maturity	of		and loss	certificate		(per			prior to		(per		security	maturity	of
Description	payment basis	holders	value	reserves		or income	holders		part 2)	Maturities		maturity		part 2)		holders	value	reserves
Additional Interest on R-Series Single
Payment Reserves:
R-77	3.5	—	—	1		2	—		—	—		—		(2	)	—	—	1
R-78	3.5	—	—	3		6	—		—	—		—		(6	)	—	—	3
R-79	3.5	—	—	4		12	—		—	—		(1	)	(12	)	—	—	3
R-80	3.5	—	—	3		4	—		—	—		—		(4	)	—	—	3
R-81	3.5	—	—	2		2	—		—	—		(1	)	(2	)	—	—	1
R-82A	3.5	—	—	3		6	—		—	—		—		(7	)	—	—	2
RP-Q		—	—	—		1	—		—	—		—		(1	)	—	—	—
R-II	3.5	—	—	3		6	—		—	—				(6	)	—	—	3
RP-2-88	3.5	—	—	1		—	—		—	—		(1	)	—		—	—	—
RP-Flexible Savings		—	—	854		13,598	—		—	—		(439	)	(13,634	)	—	—	379
Cash Reserve RP-3 mo. Plus		—	—	32		76	(61	)	—	—		—		(33	)	—	—	14
RP-Flexible Savings Emp		—	—	1		16	—		—	—		—		(17	)	—	—	—
RP-Stock Market		—	—	69		47	—		—	—		(3	)	(89	)	—	—	24
Market Strategy Cert (2785-81 RP-STOCK VB 2004/4000 & 2016/2031/4016)		—	—	34		35	—		—	—		—		(58	)	—	—	11
D-1 - 400		17	51	(1	)	49	—		—	—		(9	)	(39	)	14	49	—
Total		17	51	1,009		13,860	(61	)	—	—		(454	)	(13,910	)	14	49	444
Accrued for additional credits to be allowed at next anniversaries:
RP-Stock Market		—	—	4,251		2,780	—		—	—		(32	)	(4,582	)	—	—	2,417
Market Strategy Cert (C2785-81 2019/2102/4061)		—	—	3,001		2,058	—		—	—		(85	)	(3,170	)	—	—	1,804
Total		—	—	7,252		4,838	—		—	—		(117	)	(7,752	)	—	—	4,221
Total Single Payment - Qualified		66,681	1,220,857	1,302,418		18,710	287,509		21,662	(1,196	)	(625,571	)	(21,662	)	53,796	911,535	981,870
Paid-up certificates:
“   15A and 22A	3.5	—	—	35		1	—		—	—		(12	)	(7	)	—	—	17
“   I-76 - 640	3.5	—	—	816		20	—		92	(396	)	(132	)	—		—	—	400
Total		—	—	851		21	—		92	(396	)	(144	)	(7	)	—	—	417
Additional credits and accrued interest thereon:
“   15A and 22A	3	8	35	—		—	—		—	—		—		—		3	17	—
“   I-76	3.5	159	858	67		2	—		—	(27	)	(6	)	—		89	418	36
Total		167	893	67		2	—		—	(27	)	(6	)	—		92	435	36
Total paid-up		167	893	918		23	—		92	(423	)	(150	)	(7	)	92	435	453
Optional settlement certificates:
Other series and conversions from Single Payment certificates	2.5-3-3-3.5	—	—	45,263		1,317	—		604	(2,936	)	(10,460	)	—		—	—	33,788
Series R-II & RP-2-84 thru 88 - Prod 921	3.5	—	—	58		2	—		1	—		(18	)	—		—	—	43
Reserve Plus Single-Payment (Prod 150)		—	—	74		—	—		—	—		(6	)	—		—	—	68
Reserve Plus Flex-Pay & IC-Q-Inst (Prod 650, 651, 652)		—	—	13		—	—		—	—		(2	)	—		—	—	11
Series R-Installment (Prod 980, 981,982)		—	—	24		—	—		—	(2	)	—		—		—	—	22
Add’l credits and accrued int. thereon	2.5 - 3	—	—	3,483		94	—		4	(272	)	(781	)	(112	)	—	—	2,416
Accrued for additional credits to be allowed at next anniversaries		—	—	3		3	—		—	—		—		(4	)	—	—	2
Total optional settlement		—	—	48,918		1,416	—		609	(3,210	)	(11,267	)	(116	)	—	—	36,350
Due to unlocated cert holders		—	—	131		—	—		32	—		(2	)	(13	)	—	—	148
Total certificate reserves		272,585	3,755,065	4,117,397		60,300	847,363		69,562	(17,455	)	(1,840,927	)	(69,573	)	223,503	2,881,727	3,166,667

F-49

Ameriprise Certificate Company

Certificate Reserves

(In thousands)

December 31, 2010

Part 2 - Descriptions of Additions to Reserves Charged to Other
Accounts and Deductions from Reserves Credited to Other Accounts
Additional credits on installment certificates and accrued interest thereon:
Other additions represent:
Transfers from accruals for additional credits to be allowed at next anniversaries	$	6
Reconversions of paid-up certificates-charged to paid-up reserves	2
Transfers from maturities to extended maturities, additional credits/interest and advance payments	107
	$	115
Other deductions represent:
Transfers to reserves on a quarterly basis for Reserve Plus Flexible- Payment, IC-Q-Installment and R-Flexible-Payment	$	107
Conversions to optional settlement certificates-credited to optional settlement reserves	447
Conversions to paid-up certificates-credited to paid-up reserves	100
	$	654
Accrual for additional credits to be allowed on installment certificates at next anniversaries:
Other deductions represent:
Transfers to reserves for additional credits on installment certificates	$	4
Other deductions represent:
Amounts credited to installment certificate reserves to mature, on reconversions of paid-up certificates.	$	2
Paid-up certificates:
Other additions represent:
Conversions from installment certificates (charged to installment reserves less surrender charges)	$	92
Other deductions represent:
Transfers for accrual for additional credits and accrued interest thereon	$	7
Transfers to advance payments as late payments are credited to certificates	1
	$	8
Optional settlement certificates:
Other additions represent:
Transfers from installment certificate reserves (less surrender charges), single-payment and Series D certificate reserves upon election of optional settlement privileges	$	597 7
Transfers from paid-up certificate reserves	4
Transfers from accruals for additional credits to be allowed at next anniversaries	$	608
Other deductions represent:	$	4
Transfers to reserve for additional credits and accrued interest thereon	113
Transfers to optional settlement reserves	$	117

F-50

Ameriprise Certificate Company

Certificate Reserves

(In thousands)

December 31, 2010

Part 2 - Descriptions of Additions to Reserves Charged to Other
Accounts and Deductions from Reserves Credited to Other Accounts
Single-Payment certificates:
Other additions represent:
Flexible Savings	$	24,346
Flexible Savings-Emp	38
Preferred Investors	32
Cash Reserve	176
Future Value	11,868
Stock Market	10,588
Equity Index Stock Certificate	1
Cash Reserve-RP	33
Cash Reserve-RP-3mo	13,634
Flexible Saving-RP	17
Preferred Investors-RP	4,671
Stock Market-RP	3,228
Transfers from accruals at anniversaries maintained in a separate reserve account.	83
	$	68,715
Other deductions represent:
Transfers to optional settlement reserves:
Single-Payment	$	25,445
Transfers to reserves for additional credits and accrued interest thereon	(83		)
Transfers to reserves on a quarterly basis:
Flexible Savings	24,376
Flexible Savings-Emp	38
Preferred Investors	32
Investors	32
Cash Reserve-3mo	177
Stock Market	10
Market Strategy Cert	283
AEBI Stock Market	134
RP-Q	1
Cash Reserve-RP-3mo	33
Flexible Saving-RP	13,634
Flexible Savings-RP-Emp	17
Stock Market-RP	4,671
Transfers to Federal tax withholding	(25		)
	$	68,775
Due to unlocated certificate holders:
Other additions represent:
Amounts equivalent to payments due certificate holders who could not be located	$	32
Other deductions represent:
Payments to certificate holders credited to cash	$	13

F-51

CERTIFICATE RESERVES SCHEDULE VI

AMERIPRISE CERTIFICATE COMPANY, INC.

PART 3

December 31, 2010

PART 3 - INFORMATION REGARDING INSTALLMENT CERTIFICATES

											DEDUCTION FROM RESERVES CASH SURRENDERS PRIOR
	NUMBER OF ACCOUNTS W/ CERTIFICATE HOLDERS		AMOUNT OF MATURITY VALUE				AMOUNT OF RESERVES				TO MATURITY SURRENDER		OTHER
MO’s PAID	2009	2010	2009		2010		2009		2010		2010		2010
1-12	934	381	$	13,915	$	29,734	$	2,321	$	1,080	$	248	$	—
13-24	681	782	3,455		9,278		2,116		3,267		460		—
25-36	467	594	727		3,158		2,030		2,810		193		—
37-48	504	423	489		704		3,257		2,384		148		—
49-60	752	434	2,861		489		5,693		3,390		262		—
61-72	1,001	658	1,155		1,740		7,901		5,451		533		—
73-84	799	752	7,954		561		6,655		5,526		2,538		—
85-96	539	625	566		7,416		4,211		5,104		1,509		—
97-108	317	417	—		56		2,385		3,127		927		—
109-120	274	257	—		—		1,832		1,873		385		—
121-132	2	0	—		—		8		—		367		—
133-144	2	1	—		—		22		1		7		—
145-156	4	0	30		—		25		—		15		—
157-168	4	1	108		—		42		1		23		—
169-180	7	3	101		102		71		33		10		—
181-192	10	4	126		52		58		36		22		—
193-204	6	4	60		66		57		34		14		—
205-216	8	1	180		6		301		1		42		—
217-228	10	6	104		54		46		28		275		—
229-240	10	7	66		76		38		33		16		—
241-252	5	2	78		12		9		2		31		—
253-264	5	0	45		—		42		—		9		—
265-276	1	2	6		12		5		19		9		—
277-288	1	1	12		6		11		5		—		—
289-300	5	1	67		12		39		11		—		—
301-312	0	3	—		41		—		22		18		—
313-324	3	0	18		—		11		—		—		—
325-336	1	3	15		18		14		11		—		—
337-348	17	1	484		15		446		14		—		—
349-360	22	15	618		437		602		426		219		86
361-372	1	0	19		—		18		—		—		—
373-384	5	1	386		19		385		19		29		357
TOTAL - ALL SERIES	6,397	5,379	$	33,646	$	54,064	$	40,650	$	34,708	$	8,307	$	443

F-52

	SCHEDULE VI
AMERIPRISE CERTIFICATE COMPANY
Certificate Reserves
Part 1 - Summary of Changes
Year ended December 31, 2011
(Thousands)

		Balance at beginning of period			Additions				Deductions						Balance at close of period
		Number													Number
		of						Charged					Credited		of
	Yield	accounts	Amount		Charged	Reserve		to other			Cash		to other		accounts	Amount
	to maturity	with	of	Amount	to profit	payments by		accounts			surrenders		accounts		with	of	Amount
	on an annual	security	maturity	of	and loss	certificate		(per			prior to		(per		security	maturity	of
Description	payment basis	holders	value	reserves	or income	holders		part 2)	Maturities		maturity		part 2)		holders	value	reserves
Installment certificates:
Reserves to mature:
Series 15, includes extended maturities
22A,   “     “     “	3.09 Inst/3.10 Ext.	1	19	19	—	—		—	—		—		(19	)	—	—	—
I-76,   “     “     “	3.35	17	477	459	8	4		—	(329	)	(49	)	(43	)	3	55	50
Reserve Plus Flex Payment		1	6	3	—	—		—	—		—		—		1	6	3
IC-Q-Ins		15	142	79	—	5		—	(30	)	(7	)	—		8	96	47
IC-I		15	216	113	—	8		—	—		(29	)	—		11	147	92
IC-I-Emp		4	90	39	—	2		—	—		—		—		4	90	41
Inst		4,994	—	31,816	—	10,182		95	(1,715	)	(10,249	)	—		4,203	—	30,129
Inst-E		30	—	171	—	63		—	—		(95	)	—		24	—	139
RP-Q-Installment		4	28	12	—	—		—	—		(4	)	—		3	22	8
RP-Q-Flexible Payment		1	12	11	—	—		—	—		—		—		1	12	11
RP-Q-Ins		2	12	2	—	—		—	—		—		—		2	12	2
Inst-R & RP I95		290	52,414	1,967	—	769		7			(699	)	—		305	52,918	2,044
Inst-R-E		5	648	17	—	7		—			(1	)	—		5	648	23
Total		5,379	54,064	34,708	8	11,040		102	(2,074	)	(11,133	)	(62	)	4,570	54,006	32,589
Payments made in advance of certificate year requirements and accrued interest thereon:
22A,   “     “     “	3	—	—	2	—	—		—	—		—		(2	)	—	—	—
I-76,   “     “     “	3.5	—	—	79	1	—		—	(77	)	—		(3	)	—	—	—
Total		—	—	81	1	—		—	(77	)	—		(5	)	—	—	—
Additional credits and accrued interest thereon:
“  22A,     “     “     “	3	—	—	4	—	—		—	—		—		(4	)	—	—	—
“   I-76,     “     “     “	3.5	—	—	78	1	—		2	(60	)	(6	)	(10	)	—	—	5
“   Inst		—	—	4	96	—		—	—		—		(95	)	—	—	5
“   Inst-R		—	—	—	7	—		—	—		—		(7	)	—	—	—
Total		—	—	86	104	—		2	(60	)	(6	)	(116	)	—	—	10
Res for accrued 3rd year 2113 - Installment Prod only.		—	—	372	265	(348	)	—	—		—		—		—	—	289
Accrued for add’l credits to be allowed at next anni (2102)		—	—	1	1	—		—	—		—		(2	)	—	—	—
Total		—	—	373	266	(348	)	—	—		—		(2	)	—	—	289
Total installment certificates		5,379	54,064	35,248	379	10,692		104	(2,211	)	(11,139	)	(185	)	4,570	54,006	32,888

F-53

	SCHEDULE VI
AMERIPRISE CERTIFICATE COMPANY
Certificate Reserves
Part 1 - Summary of Changes
Year ended December 31, 2011
(Thousands)

		Balance at beginning of period				Additions				Deductions						Balance at close of period
		Number														Number
		of							Charged					Credited		of
	Yield	accounts	Amount			Charged	Reserve		to other			Cash		to other		accounts	Amount
	to maturity	with	of	Amount		to profit	payments by		accounts			surrenders		accounts		with	of	Amount
	on an annual	security	maturity	of		and loss	certificate		(per			prior to		(per		security	maturity	of
Description	payment basis	holders	value	reserves		or income	holders		part 2)	Maturities		maturity		part 2)		holders	value	reserves
Fully paid certificates:
Single-Payment certificates:
IC-2-84 - 115, 116,117,118,119	3.5	2	—	4		—	—		—	—		—		—		2	4	4
IC-2-85 - 120,121,122,123.124,125,126,127,128,129,130	3.5	2	10	22		—	—		—	—		—		—		2	20	22
IC-2-87 - 132	3.5	1	2	5		—	—		—	—		—		—		1	4	5
Reserve Plus Single Payment - 150		1	—	1		—	—		—	—		(1	)	—		—	—	—
IC-Flexible Savings (Variable Term) - 165		94,928	1,309,802	1,423,777		—	374,974		14,139	(2,015	)	(563,679	)	—		82,028	1,160,441	1,247,196
IC-Flexible Savings Emp (VT) - 166		128	1,376	1,998		—	38		18	(335	)	(263	)	—		111	1,063	1,456
IC-Preferred Investors - 250		3	1,877	1,891		—	1,135		9	—		(2,461	)	—		2	558	574
Cash Reserve Variable PMT-3mo. - 662		14,236	74,485	78,504		—	31,105		214	(1,234	)	(40,591	)	—		12,201	65,211	67,998
IC-Future Value - 155		1	3	3		—	—		—	—		—		—		1	3	3
IC-Stock Market - 180		37,696	255,521	290,373		—	48,676		6,106	(7,573	)	(75,330	)	—		32,110	233,991	262,252
IC-MSC - 181		17,238	272,617	302,753		—	36,152		5,466	—		(56,901	)	—		15,508	258,705	287,470
Total		164,236	1,915,693	2,099,331		—	492,080		25,952	(11,157	)	(739,226	)	—		141,966	1,720,000	1,866,980
Additional credits and accrued interest thereon:
IC-2-84	3.5	—	—	2		—	—		—	—		—		—		—	—	2
IC-Flexible Savings		—	—	721		14,795	—		—	—		(816	)	(14,152	)	—	—	548
IC-Preferred Investors		—	—	1		14	—		—	—		(6	)	(9	)	—	—	—
IC-FS-EMP		—	—	1		22	—		—	—		(4	)	(18	)	—	—	1
Cash Reserve Variable Payment-3mo.		—	—	103		247	(121	)	—	—		(2	)	(214	)	—	—	13
IC-Future Value		—	—	6		1	—		—	—		—		—		—	—	7
IC-Stk Mkt, 2004/16/31-4000/16		—	—	74		84	—		—	—		(9	)	(100	)	—	—	49
IC-MSC		—	—	20		61	—		—	—		(1	)	(62	)	—	—	18
Total		—	—	928		15,224	(121	)	—	—		(838	)	(14,555	)	—	—	638
Accrued for additional credits to be allowed at next anniversaries:
SP 75		—	—	(1	)	—	—		—	—		—		—		—	—	(1	)
IC-EISC		—	—	6,436		906	—		—	—		(122	)	(6,013	)	—	—	1,207
IC-AEBI Stock Market		—	—	5,904		1,032	—		—	—		(196	)	(5,409	)	—	—	1,331
Total		—	—	12,339		1,938	—		—	—		(318	)	(11,422	)	—	—	2,537
Total Single Payment - Non Qualified		164,236	1,915,693	2,112,598		17,162	491,959		25,952	(11,157	)	(740,382	)	(25,977	)	141,966	1,720,000	1,870,155
R Series Single-Payment certificates:
R-77 - 910	3.5	6	22	29		—	—		1	—		(10	)	—		4	14	20
R-78 - 911	3.5	14	86	106		—	—		9	—		(55	)	—		8	48	60
R-79 - 912	3.5	14	83	97		—	—		7	—		(48	)	—		8	46	56
R-80 - 913	3.5	13	95	103		—	—		12	—		(66	)	—		8	44	49
R-81 - 914	3.5	7	44	43		—	—		1	—		(8	)	—		6	36	36
R-82A - 915	3.5	20	87	75		—	—		3	—		(1	)	—		20	85	77
RP-Q - 916		73	106	308		—	—		1	—		(35	)	—		67	94	274
R-II - 920	3.5	26	174	118		—	—		8	—		(40	)	—		18	121	86
RP-Flexible Savings - 971		38,769	710,726	758,797		—	195,021		7,720	(249	)	(318,669	)	—		33,623	610,539	642,620
Cash Reserve RP-3 mo. - 972		2,068	11,273	12,072		—	1,638		35	(22	)	(3,564	)	—		1,797	9,518	10,159
RP-Flexible Savings Emp - 973		53	531	730		—	5		10	(6	)	(131	)	—		42	449	608
RP-Stock Market - 960		9,231	99,682	108,551		—	20,025		2,338	(455	)	(31,098	)	—		8,342	91,469	99,361
Market Strategy Cert - 961 (section 1-6 from Report 2785-81-RP-STOCK-VB 2001)		3,452	85,733	92,582		—	9,892		1,679	—		(19,119	)	—		3,214	78,756	85,034
D-1 - sum of SERIES D on Summary page - 400 + 990-993		36	2,844	3,594		—	—		30	(71	)	(498	)	—		27	2,464	3,055
Total		53,782	911,486	977,205		—	226,581		11,854	(803	)	(373,342	)	—		47,184	793,683	841,495

F-54

AMERIPRISE CERTIFICATE COMPANY
Certificate Reserves	SCHEDULE VI
Part 1 - Summary of Changes
Year ended December 31, 2011
(Thousands)

		Balance at beginning of period			Additions				Deductions						Balance at close of period
		Number													Number
		of						Charged					Credited		of
	Yield	accounts	Amount		Charged	Reserve		to other			Cash		to other		accounts	Amount
	to maturity	with	of	Amount	to profit	payments by		accounts			surrenders		accounts		with	of	Amount
	on an annual	security	maturity	of	and loss	certificate		(per			prior to		(per		security	maturity	of
Description	payment basis	holders	value	reserves	or income	holders		part 2)	Maturities		maturity		part 2)		holders	value	reserves
Additional Interest on R-Series Single Payment Reserves:
R-77	3.5	—	—	1	2	—		—	—		—		(1	)	—	—	2
R-78	3.5	—	—	3	9	—		—	—		(1	)	(9	)	—	—	2
R-79	3.5	—	—	3	6	—		—	—		—		(7	)	—	—	2
R-80	3.5	—	—	3	11	—		—	—		(1	)	(12	)	—	—	1
R-81	3.5	—	—	1	1	—		—	—		—		(1	)	—	—	1
R-82A	3.5	—	—	2	3	—		—	—		—		(3	)	—	—	2
RP-Q		—	—	—	1	—		—	—		—		(1	)	—	—	—
R-II	3.5	—	—	3	7	—		—	—		—		(8	)	—	—	2
RP-Flexible Savings		—	—	379	7,856	—		—	—		(238	)	(7,720	)	—	—	277
Cash Reserve RP-3 mo. Plus		—	—	14	41	(17	)	—	—		—		(35	)	—	—	3
RP-Flexible Savings Emp		—	—	—	10	—		—	—		—		(10	)	—	—	—
RP-Stock Market		—	—	24	29	—		—	—		(2	)	(34	)	—	—	17
Market Strategy Cert (2785-81 RP-STOCK VB 2004/4000 & 2016/2031/4016)		—	—	11	21	—		—	—		—		(22	)	—	—	10
D-1 - 400		14	49	—	37	—		—	—		(8	)	(30	)	13	48	(1	)
Total		14	49	444	8,034	(17	)	—	—		(250	)	(7,893	)	13	48	318
Accrued for additional credits to be allowed at next anniversaries:
RP-Stock Market		—	—	2,417	329	—		—	—		(11	)	(2,304	)	—	—	431
Market Strategy Cert (C2785-81 2019/2102/4061)		—	—	1,804	295	—		—	—		(49	)	(1,656	)	—	—	394
Total		—	—	4,221	624	—		—	—		(60	)	(3,960	)	—	—	825
Total Single Payment - Qualified		53,796	911,535	981,870	8,658	226,564		11,854	(803	)	(373,652	)	(11,853	)	47,197	793,731	842,638
Paid-up certificates:
“   15A and 22A	3.5	—	—	17	—	—		—	(15	)	(2	)	—		—	—	—
“   I-76 - 640	3.5	—	—	400	11	—		—	(148	)	(34	)	—		—	—	229
Total		—	—	417	11	—		—	(163	)	(36	)	—		—	—	229
Additional credits and accrued interest thereon:
“   15A and 22A	3	3	17	—	—	—		—	—		—		—		—	—	—
“   I-76	3.5	89	418	36	1	—		—	(16	)	(4	)	—		40	234	17
Total		92	435	36	1	—		—	(16	)	(4	)	—		40	234	17
Total paid-up		92	435	453	12	—		—	(179	)	(40	)	—		40	234	246
Other series and conversions from Single Payment certificates	2.5-3-3-3.5	—	—	33,788	999	—		183	(1,930	)	(3,380	)	—		—	—	29,660
Series R-II & RP-2-84 thru 88 - Prod 921	3.5	—	—	43	4	—		—	—		—		—		—	—	47
Reserve Plus Single-Payment (Prod 150)		—	—	68	—	—		—	—		(18	)	—		—	—	50
Reserve Plus Flex-Pay & IC-Q-Inst (Prod 650, 651, 652)		—	—	11	—	—		—	—		—		—		—	—	11
Series R-Installment (Prod 980, 981,982)		—	—	22	—	—		—	(3	)	—		—		—	—	19
Add’l credits and accrued int. thereon	2.5-3	—	—	2,416	70	—		3	(101	)	(203	)	(101	)	—	—	2,084
Accrued for additional credits to be allowed at next anniversaries		—	—	2	1	—		—	—		—		(3	)	—	—	—
Total optional settlement		—	—	36,350	1,074	—		186	(2,034	)	(3,601	)	(104	)	—	—	31,871
Due to unlocated cert holders		—	—	148	—	—		34	—		—		(43	)	—	—	139
Total certificate reserves		223,503	2,881,727	3,166,667	27,285	729,215		38,130	(16,384	)	(1,128,814	)	(38,162	)	193,773	2,567,971	2,777,937

F-55

Ameriprise Certificate Company

Certificate Reserves

(In thousands)

December 31, 2011

Part 2 - Descriptions of Additions to Reserves Charged to Other
Accounts and Deductions from Reserves Credited to Other Accounts
Additional credits on installment certificates and accrued interest thereon:
Other additions represent:
Transfers from accruals for additional credits to be allowed at next anniversaries	$	2
Transfers from maturities to extended maturities, additional credits/interest and advance payments	103
	$	105
Other deductions represent:
Transfers to reserves on a quarterly basis for Reserve Plus Flexible- Payment, IC-Q-Installment and R-Flexible-Payment	$	103
Conversions to optional settlement certificates-credited to optional settlement reserves	77
Conversions to paid-up certificates-credited to paid-up reserves	5
	$	185
Accrual for additional credits to be allowed on installment certificates at next anniversaries:
Other deductions represent:
Transfers to reserves for additional credits on installment certificates	$	2
Optional settlement certificates:
Other additions represent:
Transfers from installment certificate reserves (less surrender charges), single-payment and Series D certificate reserves upon election of optional settlement privileges	$	181
Transfers from accruals for additional credits to be allowed at next anniversaries	3
	$	184
Other deductions represent:
Transfers to reserve for additional credits and accrued interest thereon	$	3
Transfers to optional settlement reserves	101
	$	104
Single-Payment certificates:
Other additions represent:
Flexible Savings	$	14,139
Flexible Savings-Emp	18
Preferred Investors	9
Cash Reserve-3mo	214
Stock Market	6,106
Market Strategy	5,466
RP-Q	1
Cash Reserve-RP-3mo	35
Flexible Saving-RP	7,720
Flexible Savings-RP-Emp	10
Stock Market-RP	2,338
Market Strategy-RP	1,679
Transfers from accruals at anniversaries maintained in a separate reserve account.	72
	$	37,807

F-56

Ameriprise Certificate Company

Certificate Reserves

(In thousands)

December 31, 2011

Part 2 - Descriptions of Additions to Reserves Charged to Other
Accounts and Deductions from Reserves Credited to Other Accounts
Single-Payment certificates continued:
Other deductions represent:
Transfers to optional settlement reserves:
Single-Payment	$	13,234
Transfers to reserves for additional credits and accrued interest thereon	(72		)
Flexible Savings	14,164
Flexible Savings-Emp	18
Preferred Investors	9
Investors	9
Cash Reserve-3mo	214
Stock Market	6
Market Strategy Cert	100
AEBI Stock Market	62
RP-Q	1
Cash Reserve-RP-3mo	35
Flexible Saving-RP	7,720
Flexible Savings-RP-Emp	10
Stock Market-RP	2,338
Transfers to Federal tax withholding	(19		)
	$	37,829
Due to unlocated certificate holders:
Other additions represent:
Amounts equivalent to payments due certificate holders who could not be located	$	34
Other deductions represent:
Payments to certificate holders credited to cash	$	42

F-57

AMERIPRISE CERTIFICATE COMPANY, INC.	CERTIFICATE RESERVES SCHEDULE VI
PART 3
December 31, 2011
PART 3 - INFORMATION REGARDING INSTALLMENT CERTIFICATES

											DEDUCTION FROM
											RESERVES CASH
											SURRENDERS PRIOR
	NUMBER OF ACCOUNTS W/										TO MATURITY
	CERTIFICATE HOLDERS		AMOUNT OF MATURITY VALUE				AMOUNT OF RESERVES				SURRENDER		OTHER
MO’s PAID	2010	2011	2010		2011		2010		2011		2011		2011
1-12	381	323	$	29,734	$	10,677	$	1,080	$	1,900	$	945	$	—
13-24	782	274	9,278		29,178		3,267		1,124		254
25-36	594	676	3,158		3,305		2,810		4,120		478		—
37-48	423	534	704		1,314		2,384		3,465		191		—
49-60	434	387	489		704		3,390		2,659		163		—
61-72	658	376	1,740		489		5,451		3,445		290		—
73-84	752	499	561		1,655		5,526		4,198		1,412		—
85-96	625	628	7,416		324		5,104		4,608		944		—
97-108	417	512	56		5,984		3,127		4,312		607		—
109-120	257	328	—		—		1,873		2,551		425		—
121-132	—	3	—		—		—		—		352		—
133-144	1	—	—		—		1		—		—		—
145-156	—	1	—		—		—		1		—		—
157-168	1	—	—		—		1		—		—		—
169-180	3	1	102		—		33		1		—		—
181-192	4	2	52		72		36		23		10		—
193-204	4	3	66		28		34		24		12		—
205-216	1	4	6		66		1		35		—		—
217-228	6	1	54		6		28		1		—		—
229-240	7	4	76		42		33		21		8		—
241-252	2	1	12		36		2		1		5		—
253-264	—	2	—		12		—		2		—		—
265-276	2	—	12		—		19		—		—		—
277-288	1	2	6		12		5		20		—		—
289-300	1	1	12		6		11		5		—		—
301-312	3	1	41		12		22		11		—		—
313-324	—	3	—		41		—		24		—		—
325-336	3	—	18		—		11		—		—		—
337-348	1	2	15		12		14		8		3		—
349-360	15	2	437		31		426		30		49		43
361-372	—	—	—		—		—		—		—		—
373-384	1	—	19		—		19		—		—		19
TOTAL - ALL SERIES	5,379	4,570	$	54,064	$	54,006	$	34,708	$	32,589	$	6,148	$	62

F-58

AMERIPRISE CERTIFICATE COMPANY	SCHEDULE VI
Certificate Reserves
Part 1 - Summary of Changes
Year ended December 31, 2012
(Thousands)

		Balance at beginning of period			Additions				Deductions						Balance at close of period
		Number													Number
		of						Charged					Credited		of
	Yield	accounts	Amount		Charged	Reserve		to other			Cash		to other		accounts	Amount
	to maturity	with	of	Amount	to profit	payments by		accounts			surrenders		accounts		with	of	Amount
	on an annual	security	maturity	of	and loss	certificate		(per			prior to		(per		security	maturity	of
Description	payment basis	holders	value	reserves	or income	holders		part 2)	Maturities		maturity		part 2)		holders	value	reserves
Installment Certificates:
Reserves to Mature:
I-76,  “  “  “	3.35	3	55	50	1	—		—	(31	)	—		—		1	25	20
Reserve Plus Flex Payment		1	6	3	—	—		—	—		—		—		1	6	3
IC-Q-IN		8	96	47	—	2		—	(12	)	(26	)	—		3	48	11
IC-I		11	147	92	—	7		—	(12	)	(49	)	—		4	59	38
IC-I-EMP		4	90	41	—	1		—	—		(32	)	—		1	6	10
Inst I95		4,203	—	30,129	1	6,918		93	(1,942	)	(9,508	)	—		3,437	—	25,691
Inst-E		24	—	139	—	129		—	—		(60	)	—		21	—	208
RP-Q-Installment		3	22	8	—	—		—	—		—		—		3	22	8
RP-Q-Flexible Payment		1	12	11	—	—		—	—		—		—		1	12	11
RP-Q-Ins		2	12	2	—	—		—	—		—		—		2	12	2
Inst-R		305	52,918	2,044	—	994		8	(30	)	(851	)	—		321	64,605	2,165
Inst-R-E		5	648	23	—	7		—	—		(10	)	—		3	42	20
Total		4,570	54,006	32,589	2	8,058		101	(2,027	)	(10,536	)	—		3,798	64,837	28,187
Additional credits and accrued interest thereon: 2030,31
“ I-76,  “  “  “	3.5	—	—	5	—	—		—	(2	)	—		—		—	—	3
“ Inst I95		—	—	5	88	—		—	—		—		(93	)	—	—	—
“ Inst-R		—	—	—	8	—		—	—		—		(8	)	—	—	—
Total		—	—	10	96	—		—	(2	)	—		(101	)	—	—	3
Res for accrued 3rd year 2113 - Installment Prod only.		—	—	289	226	(277	)	—	—		—		—		—	—	238
Total		—	—	289	226	(277	)	—	—		—		—		—	—	238
Total Installment Certificates		4,570	54,006	32,888	324	7,781		101	(2,029	)	(10,536	)	(101	)	3,798	64,837	28,428
Single Pay - Non Qualified Certificates
Single-Payment certificates:
IC-2-84 - 115, 116,117,118,119	3.5	2	4	4	—	—		—	—		—		—		2	4	4
IC-2-85 - 120,121,122,123.124,125,126,127,128,129,130	3.5	2	20	22	—	—		—	—		—		—		2	20	22
IC-2-87 - 132	3.5	1	4	5	—	—		—	—		—		—		1	4	5
IC-Flexible Savings (Variable Term) - 165		82,028	1,160,441	1,247,196	—	427,738		12,597	(1,297	)	(389,305	)	—		74,728	1,219,154	1,296,929
IC-Flexible Savings Emp (VT) - 166		111	1,063	1,456	—	7		11	(224	)	(164	)	—		77	805	1,086
IC-Preferred Investors - 250		2	558	574	—	—		2	—		—		—		2	558	576
Cash Reserve Variable PMT-3mo. - 662		12,201	65,211	67,998	—	865,575		1,132	(635	)	(164,990	)	—		24,974	765,998	769,080
IC-Future Value - 155		1	3	3	—	—		—	—		—		—		1	3	3
IC-Stock Market - 180		32,110	233,991	262,252	—	32,154		3,872	(6,544	)	(65,076	)	—		26,770	204,200	226,658
IC-MSC - 181		15,508	258,705	287,470	—	32,652		3,742	—		(47,466	)	—		14,229	249,543	276,398
Total		141,966	1,720,000	1,866,980	—	1,358,126		21,356	(8,700	)	(667,001	)	—		140,786	2,440,289	2,570,761
Additional credits and accrued interest thereon:
IC-2-84	3.5	—	—	2	—	—		—	—		—		—		—	—	2
IC-Flexible Savings		—	—	548	13,232	—		—	—		(630	)	(12,609	)	—	—	541
IC-Preferred Investors		—	—	—	4	—		—	—		(1	)	(2	)	—	—	1
IC-FS-EMP		—	—	1	14	—		—	—		(3	)	(11	)	—	—	1
Cash Reserve Variable Payment-3mo.		—	—	13	1,290	—		—	—		(10	)	(1,134	)	—	—	159
IC-Future Value		—	—	7	1	—		—	—		—		—		—	—	8

F-59

IC-Stk Mkt, 2004/16/31-4000/16		—	—	49		72	—	—	—		(6	)	(79	)	—	—	36
IC-MSC		—	—	18		57	—	—	—		(1	)	(57	)	—	—	17
Total		—	—	638		14,670	—	—	—		(651	)	(13,892	)	—	—	765
Accrued for additional credits to be allowed at next anniversaries:
SP 75		—	—	(1	)	—	—	—	—		—		—		—	—	(1	)
IC-Stock		—	—	1,207		5,788	—	—	—		(83	)	(3,798	)	—	—	3,114
IC-Market Strategy Certificate - Part Int 2019/2102/4061 (SEC 5 from C2785-81)		—	—	1,331		5,838	—	—	—		(118	)	(3,688	)	—	—	3,363
Total		—	—	2,537		11,626	—	—	—		(201	)	(7,486	)	—	—	6,476
Total Single Pay - Non Qualified Certificates		141,966	1,720,000	1,870,155		26,296	1,358,126	21,356	(8,700	)	(667,853	)	(21,378	)	140,786	2,440,289	2,578,002
R-Series Single Pay - Qualified Certificates
R-77 - 910	3.5	4	14	20		—	—	1	—		(4	)	—		3	12	17
R-78 - 911	3.5	8	48	60		—	—	2	—		(7	)	—		7	43	55
R-79 - 912	3.5	8	46	56		—	—	2	—		(3	)	—		6	44	55
R-80 - 913	3.5	8	44	49		—	—	2	—		(22	)	—		5	26	29
R-81 - 914	3.5	6	36	36		—	—	1	—		(1	)	—		5	34	36
R-82A - 915	3.5	20	85	77		—	—	3	—		(4	)	—		19	82	76
RP-Q - 916		67	94	274		—	—	1	—		(19	)	—		62	87	256
R-II - 920	3.5	18	121	86		—	—	3	—		(4	)	—		16	116	85
RP-Flexible Savings - 971		33,623	610,539	642,620		—	159,276	6,468	(59	)	(197,934	)	—		30,392	582,586	610,371
Cash Reserve RP-3 mo. - 972		1,797	9,518	10,159		—	112,573	166	(98	)	(24,204	)	—		3,985	98,032	98,596
RP-Flexible Savings Emp - 973		42	449	608		—	—	6	—		(117	)	—		34	381	497
RP-Stock Market - 960		8,342	91,469	99,361		—	13,194	1,510	(421	)	(25,317	)	—		7,477	81,582	88,327
Market Strategy Cert - 961		3,214	78,756	85,034		—	9,267	1,112	—		(17,514	)	—		2,974	72,388	77,899
D-1 - sum of SERIES D on Summary page - 400 + 990-993		27	2,464	3,055		—	174	25	—		(607	)	—		23	2,198	2,647
Total		47,184	793,683	841,495		—	294,484	9,302	(578	)	(265,757	)	—		45,008	837,611	878,946
Additional Interest on R-Series Single Payment Reserves:
R-77	3.5	—	—	2		1	—	—	—		—		(1	)	—	—	2
R-78	3.5	—	—	2		2	—	—	—		—		(2	)	—	—	2
R-79	3.5	—	—	2		2	—	—	—		—		(2	)	—	—	2
R-80	3.5	—	—	1		1	—	—	—		—		(2	)	—	—	—
R-81	3.5	—	—	1		1	—	—	—		—		(1	)	—	—	1
R-82A	3.5	—	—	2		3	—	—	—		—		(3	)	—	—	2
RP-Q		—	—	—		1	—	—	—		—		(1	)	—	—	—
R-II	3.5	—	—	2		3	—	—	—		—		(3	)	—	—	2
RP-Flexible Savings		—	—	277		6,618	—	—	—		(178	)	(6,468	)	—	—	249
Cash Reserve RP-3 mo.		—	—	3		184	—	—	—		(1	)	(166	)	—	—	20
RP-Flexible Savings Emp		—	—	—		6	—	—	—		—		(6	)	—	—	—
RP-Stock Market		—	—	17		25	—	—	—		(1	)	(27	)	—	—	14
Market Strategy Cert		—	—	10		19	—	—	—		—		(20	)	—	—	9
D-1 - 400		13	48	(1	)	32	—	—	—		(6	)	(25	)	12	48	—
Total		13	48	318		6,898	—	—	—		(186	)	(6,727	)	12	48	303
Accrued for additional credits to be allowed at next anniversaries
RP-Stock Market		—	—	431		2,284	—	—	—		(6	)	(1,483	)	—	—	1,226
Market Strategy Cert		—	—	394		1,687	—	—	—		(33	)	(1,092	)	—	—	956
Total		—	—	825		3,971	—	—	—		(39	)	(2,575	)	—	—	2,182
Total R-Series Single Pay - Qualified Certificates		47,197	793,731	842,638		10,869	294,484	9,302	(578	)	(265,982	)	(9,302	)	45,020	837,659	881,431
Fully Paid Up Certificates
Paid-up certificates: 2060, 62, 63
“  I-76 - 640	3.5	—	—	229		4	—	—	(170	)	(1	)	—		—	—	62

F-60

Total		—	—	229	4	—	—	(170	)	(1	)	—		—	—	62
Additional credits and accrued interest thereon:
“  I-76	3.5	40	234	17	—	—	—	(12	)	—		—		14	64	5
Total		40	234	17	—	—	—	(12	)	—		—		14	64	5
Total Fully Paid-up Certificates		40	234	246	4	—	—	(182	)	(1	)	—		14	64	67
Optional Settlement Certificates
Other series and conversions from Single Payment Certificates	2.5-3-3-3.5	—	—	29,660	893	—	57	(2,258	)	(2,165	)	—		—	—	26,187
Series R-II & RP-2-84 - 88 - Prod 921	3.5	—	—	47	2	—	—	(3	)	—		—		—	—	46
Reserve Plus Single-Payment (Prod 150)		—	—	50	—	—	—	(11	)	(11	)	—		—	—	28
Reserve Plus Flex-Pay & IC-Q-Inst (Prod 650, 651, 652)		—	—	11	—	—	—	—		(6	)	—		—	—	5
Series R-Installment (Prod 980, 981,982)		—	—	19	—	—	—	—		—		—		—	—	19
Add’l credits and accrued int. thereon	2.5 - 3	—	—	2,084	59	—	3	(178	)	(254	)	(58	)	—	—	1,656
Accrued for additional credits to be allowed at next anniversaries		—	—	—	3	—	—	—		—		(3	)	—	—	—
Total Optional Settlement		—	—	31,871	957	—	60	(2,450	)	(2,436	)	(61	)	—	—	27,941
Due to unlocated cert holders		—	—	139	—	—	40	—		—		(85	)	—	—	94
Total Certificate Reserves		193,773	2,567,971	2,777,937	38,450	1,660,391	30,859	(13,939	)	(946,808	)	(30,927	)	189,618	3,342,849	3,515,963

F-61

Ameriprise Certificate Company

Certificate Reserves

(In thousands)

December 31, 2012

Part 2 - Descriptions of Additions to Reserves Charged to Other
Accounts and Deductions from Reserves Credited to Other Accounts
Additional credits on installment certificates and accrued interest thereon:
Other additions represent:
Transfers from maturities to extended maturities, additional credits/interest and advance payments	$	102
	$	102
Other deductions represent:
Transfers to reserves on a quarterly basis for Reserve Plus Flexible-
Payment, IC-Q-Installment and R-Flexible-Payment	$	102
	$	102
Optional settlement certificates:
Other additions represent:
Transfers from installment certificate reserves (less surrender charges), single-payment and Series D certificate reserves upon election of optional settlement privileges	$	57
Transfers from accruals for additional credits to be allowed at next anniversaries	3
	$	60
Other deductions represent:
Transfers to reserve for additional credits and accrued interest thereon	$	3
Transfers to optional settlement reserves	58
	$	61
Single-Payment certificates:
Other additions represent:
Flexible Savings	$	12,596
Flexible Savings-Emp	11
Preferred Investors	2
Cash Reserve-3mo	1,132
Stock Market	3,872
Market Strategy	3,742
RP-Q	1
Cash Reserve-RP-3mo	166
Flexible Saving-RP	6,468
Flexible Savings-RP-Emp	6
Stock Market-RP	1,510
Market Strategy-RP	1,112
Transfers from accruals at anniversaries maintained in a separate reserve account.	38
	$	30,656

F-62

Ameriprise Certificate Company

Certificate Reserves

(In thousands)

December 31, 2012

Part 2 - Descriptions of Additions to Reserves Charged to Other
Accounts and Deductions from Reserves Credited to Other Accounts
Single-Payment certificates continued:
Other deductions represent:
Transfers to optional settlement reserves:
Single-Payment	$	8,672
Transfers to reserves for additional credits and accrued interest thereon	(38		)
Flexible Savings	12,621
Flexible Savings-Emp	11
Preferred Investors	2
Investors	2
Cash Reserve-3mo	1,136
Stock Market	5
Market Strategy Cert	79
AEBI Stock Market	57
RP-Q	1
Cash Reserve-RP-3mo	166
Flexible Saving-RP	6,468
Flexible Savings-RP-Emp	6
Stock Market-RP	1,510
Transfers to Federal tax withholding	(19		)
	$	30,679
Due to unlocated certificate holders:
Other additions represent:
Amounts equivalent to payments due certificate holders who could not be located	$	41
Other deductions represent:
Payments to certificate holders credited to cash	$	85

F-63

AMERIPRISE CERTIFICATE COMPANY, INC.	CERTIFICATE RESERVES SCHEDULE VI
PART 3
December 31, 2012

PART 3 - INFORMATION REGARDING INSTALLMENT CERTIFICATES

MO’s PAID		NUMBER OF ACCOUNTS W/ CERTIFICATE HOLDERS		AMOUNT OF MATURITY VALUE				AMOUNT OF RESERVES				DEDUCTION FROM RESERVES CASH SURRENDERS PRIOR TO MATURITY SURRENDER		OTHER
		2011	2012	2011		2012		2011		2012		2012		2012
	1-12	323	226	$	10,677	$	21,598	$	1,900	$	880	$	929	$	—
	13-24	274	248	29,178		8,024		1,124		890		172		—
	25-36	676	235	3,305		29,033		4,120		1,253		110		—
	37-48	534	593	1,314		3,150		3,465		4,983		313		—
	49-60	387	490	704		1,054		2,659		3,696		189		—
	61-72	376	340	489		559		3,445		2,676		262		—
	73-84	499	283	1,655		222		4,198		2,476		1,146		—
	85-96	628	418	324		1,050		4,608		3,602		556		—
	97-108	512	517	5,984		22		4,312		4,027		754		—
	109-120	328	433	—		—		2,551		3,644		321		—
	121-132	3	—	—		—		—		—		571		—
	133-144	—	3	—		—		—		1		—		—
	145-156	1	—	—		—		1		—		—		—
	157-168	—	1	—		—		—		1		—		—
	169-180	1	—	—		—		1		—		—		—
	181-192	2	—	72		—		23		—		—		—
	193-204	3	—	28		—		24		—		—		—
	205-216	4	—	66		—		35		—		15		—
	217-228	1	—	6		—		1		—		26		—
	229-240	4	—	42		—		21		—		1		—
	241-252	1	1	36		6		1		6		16		—
	253-264	2	1	12		36		2		—		2		—
	265-276	—	2	—		12		—		2		—		—
	277-288	2	—	12		—		20		—		—		—
	289-300	1	—	6		—		5		—		8		—
	301-312	1	1	12		6		11		6		—		—
	313-324	3	2	41		37		24		32		—		—
	325-336	—	2	—		16		—		4		—		—
	337-348	2		12		––		8		—		—		––
	349-360	2	2	31		12		30		8		—		—
TOTAL - ALL SERIES		4,570	3,798	$	54,006	$	64,837	$	32,589	$	28,187	$	5,391	$	—

F-64

Ameriprise Certificate Company	SCHEDULE VII
Valuation and Qualifying Accounts
Years ended December 31, 2012, 2011 and 2010
(in thousands)

Year ended December 31, 2012

			Additions
Reserves	Balance		Charged			Balance
deducted from	at		to costs		Change in	at
assets to	beginning		and		reserves/writedowns	end
which they apply	of period		expenses	Other	From 2011 to 2012	of period
Allowance for losses:
Conventional first mortgage loans and other loans	$	6,739	—	—	1,079	$	5,660

Year ended December 31, 2011

			Additions
Reserves	Balance		Charged			Balance
deducted from	at		to costs		Change in	at
assets to	beginning		and		reserves/writedowns	end
which they apply	of period		expenses	Other	From 2010 to 2011	of period
Allowance for losses:
Conventional first mortgage loans and other loans	$	7,857	—	—	1,118	$	6,739

Year ended December 31, 2010

			Additions
Reserves	Balance		Charged			Balance
deducted from	at		to costs		Change in	at
assets to	beginning		and		reserves/writedowns	end
which they apply	of period		expenses	Other	From 2009 to 2010	of period
Allowance for losses:
Conventional first mortgage loans and other loans	$	15,602	—	—	7,745	$	7,857

F-65

EXHIBIT INDEX

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

Exhibit	Description
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)	By-Laws of Ameriprise Certificate Company, filed electronically on or about November 5, 2010 as Exhibit 3(b) to Registrant’s Form 10-Q, are incorporated herein by reference.
10(a)	Investment Advisory and Services Agreement, dated Dec. 31, 2006, between Registrant and Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC), filed electronically on or about Feb 26, 2007 as Exhibit 10(a) to Post-Effective Amendment No. 35 to Registration Statement No. 2-95577 for Ameriprise Flexible Savings Certificate is incorporated herein by reference.
*10(b)	Distribution Agreement, dated Dec. 31, 2006, between Registrant and Ameriprise Financial Services, Inc. filed electronically on or about Feb. 26, 2007 as Exhibit 1 to Post-Effective Amendment No. 35 to Registration Statement No. 2-95577 for Ameriprise Flexible Savings Certificate is incorporated herein by reference, as amended by that certain restated Exhibit A, effective May 12, 2012, filed electronically herewith as Exhibit 10(b) to Registrant’s Form 10-K.
10(c)	Depositary and Custodial Agreement, dated Dec. 31, 2006, between Registrant and Ameriprise Trust Company, filed electronically on or about Feb. 26, 2007 as Exhibit 10(c) to Post-Effective Amendment No. 35 to Registration Statement No. 2-95577 for Ameriprise Flexible Savings Certificate is incorporated herein by reference.
*10(d)	Transfer Agent Agreement, dated Dec. 31, 2006 between Registrant and Columbia Management Investment Services Corp. (formerly RiverSource Client Service Corporation), filed electronically on or about Feb. 26, 2007 as Exhibit 10(e) to Post-Effective Amendment No. 35 to Registration Statement No. 2-95577 for Ameriprise Flexible Savings Certificate is incorporated herein by reference, as amended effective January 1, 2013, filed electronically herewith as exhibit 10(d) to Registrant’s Form 10-K.
10(e)	Administration and Services Agreement, dated October 1, 2005 between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Ameriprise Financial, Inc. filed electronically on or about March 10, 2006 as Exhibit 10(s) to Registrant’s Form 10-K is incorporated by reference.
10(f)	Capital Support Agreement by and between Ameriprise Financial, Inc. and Ameriprise Certificate Company, dated as of March 2, 2009, filed electronically on or about March 3, 2009 as Exhibit 10(f) to Registrant’s Form 10-K is incorporated by reference.
14(a)	Code of Ethics under rule 17j-1 for Ameriprise Certificate Company, filed electronically as Exhibit 10 (p)(1) to Pre-Effective Amendment No. 1 to Registration Statement No. 333-34982, is incorporated herein by reference.
14(b)	Code of Ethics adopted under Rule 17j-1 for Registrant’s investment adviser and principal underwriter, dated July 1, 2011, filed electronically on or about February 24, 2012 as Exhibit (14)(b) to Registrant’s Form 10-K, is incorporated herein by reference.
*24(a)	Directors’ Power of Attorney, dated February 27, 2013, is filed electronically herewith as Exhibit 24 (a) to Registrant’s Form 10-K.
*31.1	Certification of Abu M. Arif 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 Abu M. Arif 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.

*Filed electronically herewith

E-1

EX-10.(B)

Exhibit 10(b)

Schedule A

Effective May 15, 2012

Company shall pay AMPF and AMPF accepts in full payment of its services under this Agreement, the following distribution fees:

(a) On Ameriprise Certificates issued on or before December 31, 2006, a distribution fee as provided by the distribution agreement in effect at the time of sale of the Certificate.

(b) On Ameriprise Certificates issued subsequent to December 31, 2006, a distribution fee shall be paid in accordance with the following schedule:

For Ameriprise Cash Reserve Certificate:

·0.025% of the initial payment on the issue date of the certificate; and

·0.025% of the certificate’s reserve at the beginning of the second and subsequent quarters from issue date.

For Ameriprise Flexible Savings Certificate:

·For all terms except 7 and 13 months, 0.08% of the initial payment on the issue date of the certificate;

·For all terms except 7 and 13 month, 0.08% of the certificate’s reserve at the beginning of the second and subsequent quarters from issue date;

·For 7 month terms, 0.08% of the initial payment on the issue date of the certificate, 0.08% of the certificate’s reserve at the beginning of the second quarter from issue date of the certificate and 0.027% of the certificate’s reserve at the beginning of the last month of the certificate term; and

·For 13 month terms, 0.032% of the initial payment on the issue date of the certificate, 0.032% of the certificate’s reserve at the beginning of the second, third and fourth quarters from issue date and 0.011% at the beginning of the last month of the certificate term.

For Ameriprise Installment Certificate:

·2.5% of all payments received during the month (payments are made monthly).  This fee is paid on all payments received on or after issue of the certificate until the certificate’s maturity date.

For Ameriprise Market Strategy Certificate:

· 0.50% of the initial investment on the first day of the certificate’s term; and

· 0.50% of the certificate’s reserve at the beginning of each subsequent term.

For Ameriprise Stock Market Certificate:

· 0.50% of the initial investment on the first day of the certificate’s term; and

· 0.50% of the certificate’s reserve at the beginning of each subsequent term.

In addition, Company may pay distributors additional compensation for distribution activities under certain circumstances.  From time to time Company may pay or permit other promotional incentives, in cash or credit or other compensation.  As of December 31, 2006 any such additional compensation will be approved in advance by a majority the Company’s Independent Directors.

IN WITNESS WHEREOF, the parties hereto have executed the foregoing Schedule A, which may be executed in counterparts, as of the date first written above.

AMERIPRISE CERTIFICATE COMPANY
By:	/s/ William F. Truscott
Name: William F. Truscott
Title: President and Chief Executive Officer
AMERIPRISE FINANCIAL SERVICES, INC.
By:	/s/ Donald E. Froude
Name: Donald E. Froude
Title: President and Chief Executive Officer

EX-10.(D)

Exhibit 10.(d)

FIRST AMENDMENT

TO

TRANSFER AGENT AGREEMENT

This First Amendment to Transfer Agent Agreement, dated as of January 1, 2013 (this “Amendment”), is between Ameriprise Certificate Company (the “Company”) and Columbia Investment Services Corp. (f/k/a RiverSource Service Corporation) (the “Transfer Agent”), and amends the Transfer Agent Agreement, dated as of December 31, 2006 (the “Agreement”), between the Company and the Transfer Agent.

WITNESSETH:

WHEREAS, the Company and the Transfer Agent are parties to the Agreement; and

WHEREAS, the Company and the Transfer Agent desire to amend the terms of the Agreement as set forth herein.

NOW, THEREFORE, the parties hereby agree as follows:

(1)Schedule A to the Agreement is hereby deleted in its entirety and replaced by Schedule A hereto.

(2)This Amendment may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original but all of which taken together will constitute one and the same instrument.

(2)Except to the extent amended hereby, the Agreement shall remain in full force and effect.

[Remainder of page intentionally left blank]

1

IN WITNESS WHEREOF the parties have executed this Amendment as of the date first written above.

AMERIPRISE CERTIFICATE COMPANY
By:	/s/ Abu M. Arif
Name: Abu M. Arif
Title: President and Chief Executive Officer
COLUMBIA MANAGEMENT INVESTMENT SERVICES CORP.
By:	/s/ Steve Welsh
Name: Steve Welsh
Title: President

2

Schedule A

COMPENSATION TO TRANSFER AGENT

For services provided under this Agreement, the Transfer Agent shall be paid the fees and costs described in Section I of this Schedule.  Section 2 of this Schedule describes computation, invoicing and payment terms.

1. Compensation Items

a. Fees. The Transfer Agent shall be paid a monthly fee for each month during the term of this Agreement in an amount equal to one-twelfth of $26.00 per certificate owner account maintained by the Transfer Agent under this Agreement.  For these purposes, the number of certificate owner accounts in a month shall be an average of the number of such accounts on the first and last days of the month.

b. Effective Period; Material Changes. The fees set out in this Schedule shall be effective until the parties agree otherwise.

2. Computation, Invoicing and Payment Terms

Each month, the Transfer Agent shall prepare an invoice setting forth the amount payable by the Company under this Agreement.  The fees described herein shall be paid by the Company monthly in arrears within five (5) business days after receipt by the Company of the invoice for such month.

3

EX-24.(A)

Exhibit 24(a)

AMERIPRISE CERTIFICATE COMPANY

POWER OF ATTORNEY

City of Minneapolis

State of Minnesota

Each of the undersigned as a director of Ameriprise Certificate Company, a face-amount certificate company registered under the Investment Company Act of 1940, hereby constitutes and appoints Abu M. Arif, Ross P. Palacios, David K. Stewart, Scott R. Plummer and Tara W. Tilbury or any one of them, as his or her attorney-in-fact and agent, to sign for him or her in his or her name, place and stead any and all registration statements and amendments thereto (with all exhibits and other documents required or desirable in connection therewith) that may be prepared from time to time in connection with said Company’s existing or future face-amount certificate products — whether pursuant to the requirements of the Securities Act of 1933, the Investment Company Act of 1940 or otherwise — and periodic and other reports, and amendments thereto, including those on Form 10-K, Form 10-Q and Form 8-K, as required pursuant to provisions of applicable federal securities laws, and any necessary or appropriate filings with states or other jurisdictions, and grants to any or all of them the full power and authority to do and perform each and every act required or necessary or appropriate in connection with such signatures or filings.

Signed on this 27th day of February, 2013

/s/ Karen M. Bohn
Karen M. Bohn
/s/ Lorna P. Gleason
Lorna P. Gleason
/s/ Jean B. Keffeler
Jean B. Keffeler
/s/ Robert McReavy
Robert McReavy
Document Number: 330348	Version: 1

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Abu M. Arif, certify that:

1.I have reviewed this annual report on Form 10-K of Ameriprise Certificate Company;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  February 27, 2013
	/s/ Abu M. Arif
	Abu M. Arif
	Chief Executive Officer
	(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Ross P. Palacios, certify that:

1.I have reviewed this annual report on Form 10-K of Ameriprise Certificate Company;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or person performing the equivalent functions):

(a)All significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: February 27, 2013
	/s/ Ross P. Palacios
	Ross P. Palacios
	Chief Financial Officer
	(Principal Financial Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of Ameriprise Certificate Company (the “Company”) for the fiscal year ended December 31, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Abu M. Arif, as Chief Executive Officer of the Company and Ross P. Palacios, as Principal and Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1)   The Report fully complies with the requirements of 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Abu M. Arif
Name:	Abu M. Arif
Title:	Chief Executive Officer
	(Principal Executive Officer)
Date:  February 27, 2013
/s/ Ross P. Palacios
Name:	Ross P. Palacios
Title:	Chief Financial Officer
	(Principal Financial Officer)
Date:  February 27, 2013