PART I

Overview

Ameriprise Certificate Company (“ACC”) 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 a more than 120 year of125-year history of providing solutions to help clients confidently achieve their financial objectives.

ACC is registered as an investment company under the Investment Company Act of 1940, as amended (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 solely by Ameriprise Financial Services, Inc.LLC (“AFSI”AFS”), an affiliate of ACC. AFSIACC and its network of over 10,000 advisors. AFS 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, ACC’s certificate products compete with many other banking and investment products offered by banks, savings and loan associations, asset managers, 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.

Products

As of the date of this report, ACC offered the following fivefour different certificate products to the public:

Single payment certificate that offers terms of two, three or four years and on which ACC guarantees an initial interest rate, as well as any step-up in rates taken, perEffective April 1, 2020, the terms of the prospectus.

Within the specified maturity periods, most certificates have interest crediting rate terms ranging from three to forty-eight months. Interest crediting rates are subject to change and certificate product owners can surrender their certificates without penalty at the end of a term. 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 redemption or maturity, whether or not such certificates are available for new sales. ACC guarantees the return of principal, as well as interest once it has been credited, less any penalties that apply, for each of the certificates offered.

Distribution and Marketing Channels

ACC’s certificates are offered solely by AFSIAFS and sold pursuant to a distribution agreement which is terminable on sixty days’ notice and 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 AFSIAFS or ACC as that term is defined in the 1940 Act. The distribution agreement provides for the payment of distribution fees to AFSIAFS 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,AFS, 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 (“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, residential mortgage backed securities, syndicated loans and commercial mortgage loans, U.S. government and government agency securities, municipal bonds, corporate bonds, common stocks,equity securities, 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 at least 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 Minnesota Department of Commerce (Banking Division) and the SEC.

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. We believe that the following information identifies the material factors affecting ACC based on the information we currently know. 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.

The coronavirus disease 2019 (“COVID-19”) pandemic has presented ongoing significant economic and societal disruption and unpredictability, which has affected ACC’s business and operating environment driven by a low interest rate environment, volatility and changes in the equity markets and potential associated implications to client behavior. While portions of world economies have been differently impacted by the pandemic, COVID-19 continues its ongoing impact and has been occurring in multiple waves, so there are still no reliable estimates of how long the implications from the pandemic will last, the effects current and other new variants will ultimately have, how many people are likely to be affected by it, or its impact on the overall economy. There is still significant uncertainty around the extent to which the COVID-19 pandemic will continue to impact ACC’s Businessbusiness, results of operations, and financial condition, which depends on current and future developments, including the ultimate scope, duration and severity of the pandemic, success of worldwide vaccination efforts, multiple mutations of COVID-19 or similar diseases, the effectiveness of ACC’s office reopenings, the additional measures that may be taken by various governmental authorities in response to the outbreak (such as legislative action, stimulus, quarantines and travel restrictions, effectiveness of health care, and new or interim regulation), the actions of other third parties in response to the pandemic, and the possible further impacts on the global economy. It is unclear if the current economic situation will stabilize, so ACC seeks to effectively manage its risks, but ACC’s ability to do so is subject to the inherent limitations of obtaining timely, reliable analysis in an ever-changing situation. No assurance can be given that the steps ACC and its affiliates have taken will continue to be effective or appropriate.

ACC’s financial condition and results of operations may be materially affected by market fluctuations and by economic and other factors. Such factors, which can be global, regional, national or local in nature, include: (i) the COVID-19 pandemic, or any variation thereof (ii) political, social, economic and market conditions; (ii)(iii) the availability and cost of capital; (iii)(iv) the level and volatility of equity prices, commodity prices and interest rates, currency values and other market indices; (iv)(v) technological changes and events; (v)(vi) U.S. and foreign government fiscal and tax policies; (vi)(vii) U.S. and foreign government ability, real or perceived, to avoid defaulting on government securities; (vii)(viii) the availability and cost of credit; (viii) inflation; (ix) the ongoing inflationary environment; (x) investor sentiment and confidence in the financial markets; (x)(xi) terrorism events and armed conflicts; and (xi)(xii) 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”,“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 may offer higher crediting rates on existing face-amount certificates to remain competitive with other products in the market. 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 shift assets to products with perceived or actual 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. Certificate withdrawals and surrenders may also 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

Significant downturnsDownturns and volatility in equity markets have had, and may in the future have, 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 Annual Report on Form 10-K —“Quantitative and Qualitative Disclosures About Market Risk.”

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 enforcement actions, investigations or other proceedings brought against ACC or its directors or employees of its affiliates by its regulators may result in fines, injunctions or other disciplinary actions that could harm ACC’s reputation or impact ACC’s results of operations. In addition,Further, any future legislation or changes to the laws and regulations applicable to ACC’s business such as possible changes brought about by any U.S. Department of Labor applicable regulation as well as state and other fiduciary rules, the SEC best interest standards, or similar standards such as the Certified Financial Planner Board standards pertaining to the fiduciary status of investment advice providers to retirement investors (primarily account holders in 401(k) plans and IRAs and other types of ERISA clients) and its new prohibited transaction exemptionsrelated issues. Each of these has a potential impact regarding how ERISA investment advice fiduciaries and others can provide products manufactured by affiliates to, or engage in certain principal transactions with, retirement investors, including incremental requirements, costs and risks that may be imposed on ACC as a result of such changes, may affect the operations and financial condition of ACC. In addition, after the conversion of Ameriprise Bank into a

federal savings bank, Ameriprise Financial became subject to ongoing supervision by the FRB. As a subsidiary of Ameriprise Financial, ACC is (absent exclusion or exemption) required to comply with certain limits on its activity, including investment limitations on its portfolio and other limitations under applicable banking laws. Failure to meet one or more of certain requirements and regulations would mean, depending on the adoptionviolation and any agreement then reached with the FRB, Ameriprise Financial (and therefore ACC) could not undertake new activities, continue certain activities, or make certain acquisitions until such violation is cured.

The elimination of LIBOR and transition to alternative reference rates may have a materialan adverse impact on the value of, return on and trading markets for a broad array of financial products, including any LIBOR-based securities, loans and derivatives that are included in ACC’s financial statementsassets and changesliabilities. U.S. Dollar LIBOR is anticipated to be phased out by June 30, 2023, and replaced by the Secured Overnight Financing Rate, and all other LIBOR currencies were phased out by December 31, 2021. There will continue to be work required to transition to the new benchmark rates for U.S. Dollar LIBOR. In addition, LIBOR may perform differently during the phase-out period than in the regulation of independent registered public accounting firms are present with increasing frequencypast which could result in connection with broader market reforms.

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 become insolvent or fail to honor their obligations under the contracts governing such instruments, ACC’s hedges of the related risk may be ineffective. That failure could have a material adverse effect on ACC’s financial condition and results of operations. The risk of counterparty default may increase during periods of capital market volatility.

ACC invests a portion of its assets in privately placed fixed income securities and commercial mortgage loans, which are relatively illiquid. ACC’s investment manager periodically reviews ACC’s private placement investmentsinvestment using adopted standards to categorize such investmentsthe investment as liquid or illiquid. As of December 31, 2017,2021, commercial mortgage loans and private placement fixed income securities that have been categorized as illiquid represented approximately 3%2% 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 investmentsits investment 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 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 managementManagement 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. The determination of the amount of allowances on loans is based upon the asset’s expected life, considering past events, current conditions and reasonable and supportable economic forecasts. Such evaluations and assessments are revised as conditions change and new information becomes available. Historical trends may not be indicative of future impairments or allowances.

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.Certificate reserves. The fair values of these embedded derivatives incorporate current market data inputs. Changes in fair value are reflected in provisionProvision for certificate reserves within the consolidated statements of operations.reserves.

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.

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 and/or have greater financial resources.

ACC is dependent on the financial advisors of AFSIAFS 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.AFS. The market for these financial advisors is extremelyhighly competitive, and there can be no assurance that AFSIAFS 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 AFSIAFS 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.

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 andACC. Reputational damage 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, clients’ or potential clients’ perceived failure of how ACC addresses certain political, environmental, social or governance topics, technological, cybersecurity, or other security breaches (including attempted or inadvertent breaches) resulting in improper disclosure of client or employee personal information, unethical or improper behavior and the misconduct or error of employees of its affiliates, AFSI’sAFS’s advisors and counterparties. Negative perceptionsAdditionally, a failure to develop new products and services, or successfully manage associated operational risks, could harm ACC’s reputation and potentially expose ACC to additional costs, or negative public relations or social media campaigns. Any negative incidents can quickly erode trust and confidence, particularly if they result in adverse mainstream and social media publicity, regarding these matters could damage ACC’sgovernmental investigations or its affiliates’ reputation among existing and potential customers, investors, employees of our affiliates and affiliated advisors.litigation. 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.

Misconduct by employees of ACC’s affiliates may be difficult to detect and deter and may damage ACC’s reputation. Misconduct or errors by employees of ACC’s affiliates, AFS’s advisors or counterparties could result in violations of law, regulatory sanctions and/or serious reputational or financial harm. Misconduct or errors can occur in ACC’s business. ACC and its affiliates cannot always deter misconduct of employees of ACC’s affiliates, and the precautions its affiliates take to prevent and detect this activity may not be effective in all cases. Preventing and detecting misconduct among ACC’s affiliates franchisee advisors presents additional challenges and could have an adverse effect on ACC’s business. ACC’s reputation is also dependentdepends on its 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 aninterest. ACC affiliate, AFSI, as the distributor of these products. ACC and its affiliated entities have

Climate change may occur,increase the severity and willfrequency of catastrophes, or adversely affect ACC’s business.investment portfolio or investor sentiment. Climate change may increase the frequency and severity of weather-related disasters and pandemics. In addition, climate change regulation may affect the prospects of companies and other entities whose securities ACC’s holds, or ACC’s willingness to continue to hold their securities. Climate change may also influence investor sentiment with respect to ACC and investments in ACC’s portfolio. ACC cannot predict the long-term impacts from climate change or related regulation.

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 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. In addition, changes to the Internal Revenue Code, administrative rulings or court decisions could increase ACC’s provision for income taxes and reduce ACC’s earnings.

On December 22, 2017,Many of the legislation commonly referred to asproducts that ACC or Ameriprise Financial and its affiliates issue or on which these businesses are based receive favorable treatment under current U.S. federal income or estate tax law. Changes in U.S. federal income or estate tax law could reduce or eliminate the Tax Cuts and Jobs Act (Tax Act) was enacted. The Tax Act is complex and materially changes U.S. corporate income tax rates, imposes significant additional limitations on the deductibility of interest and net operating losses, allows for the expensingadvantages of certain capital expenditures,of Ameriprise Financial’s products and puts into effectthus make such products or ACC’s products less attractive to clients or cause a number of changes impacting operations outside of the United States to shift from a tax on worldwide income to a territorial system (along with certain rules designed to prevent erosion of the U.S. income tax base).

The occurrence of natural disasters and catastrophes, including earthquakes, hurricanes, floods, tornadoes, fires, blackouts, severe winter weather, explosions, pandemic disease (such as COVID-19) and man-made disasters, including acts of terrorism, riots, civil unrest including large-scale protests, 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 service providers or employees of its affiliates from performing their roles or otherwise disturbing its ordinary business operations. These impacts could be particularly severe to the extent they affect access to physical facilities or the physical well-being of large numbers of employees of ACC’s affiliates, ACC’s computer-based data processing, transmission, storage and retrieval systems and destroy or release valuable data. 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 or on overall economic stability and sustainability. As such, ACC cannot be sure that its actions to identify and mitigate the risks associated with such disasters and catastrophes will be effective.

The business of ACC and its affiliates is reliant upon internal and third-party personnel technology systems and networks to process, transmit and store information, including sensitive clientclients’, employees’ and advisors’ personal information, as well as proprietary information, and to conduct many business activities and transactions with clients, AFSI’s advisors, vendors and other third parties.transactions. Maintaining the security and integrity of this information and these systems and networks, and appropriately responding to any cybersecurity and privacy incidents (including attempts), is critical to the success of ACC’s business operations, including itsACC’s reputation, to the retention of AFS’s advisors and clients, and to the protection of ACC’s proprietary information and ACC’s clients’ personal information. To date, neither ACC nor its affiliates havehas not experienced any material breaches of noror interference with theseits centrally controlled systems and networks, however,networks. However, ACC and its affiliates routinely face and address such threats. For example,evolving threats and have been able to detect and respond to these incidents to date without a material loss of client financial assets or information through the cybersecurityuse of ongoing monitoring and technological threats experiencedcontinual improvement of ACC’s security capabilities and incident response manual.

Employees of ACC’s affiliates, as well as service providers, have also been threatened by, ACCamong others, phishing and its affiliates have includedspear phishing scams, social engineering attacks, account takeovers, distributed denial of service attacks, introductions of malware, attempts at electronic break-ins, and the submission of fraudulent payment requests. AnyThe number of attempted phishing attacks has increased substantially every year, which is expected to continue. Attempted or successful breaches

ACCOn a corporate basis, various laws and itsregulations, and in some cases contractual obligations, require ACC’s affiliates have implementedto establish and maintain securitycorporate policies and technical and operational measures designed to protect against breaches of corporate securitysensitive client, employee, contractor and other interference with corporate systemsvendor information, and networks resulting from attacks by third-parties, including hackers, and from employee error or malfeasance.to respond to cybersecurity incidents. ACC’s affiliates have established policies and implemented such technical and operational measures and have in place policies that require AFSI’s independentAFS’s franchisee advisors who control locally control their own technology operations to do the same. Changes in ACC’s business or technological advancements may also require corresponding changes in ACC’s systems, networks and data security and response measures. While accessing ACC and its affiliates also contractually require third party vendors, who in the provisionproducts and services, ACC’s customers may use computers and other devices that sit outside of services to ACC and its affiliates are provided with access to systems and information pertaining to ACC’s business or its clients, to meet certain information security standards. ACC’s affiliates recommend through policies that AFSI’s independent franchisee advisors docontrol environment. In addition, the same. The ever-increasing reliance on technology systems and networks and the occurrence and potential adverse impact of attacks on such systems and networks (including in recent well-publicized security breaches at other companies), both generally and in the financial services industry, have enhanced government and regulatory scrutiny of the measures taken by companies to protect against cybersecurity threats. As these threats, and government and regulatory oversight of associated risks, continue to evolve, ACC may be required to expend additional resources to enhance or expand upon the technical and operational security and response measures ACC and its affiliates (as well as certain parties we do not control) currently maintain.

Despite the measures ACC and its affiliates havehas taken and may in the future take to address and mitigate thesecybersecurity, privacy and technology risks, ACC cannot assurebe certain that the systems and networks of ACC and its affiliates systems and networks will not be subject to successful attacks, breaches or interference. Nor can ACC assurebe certain that partiesAFS franchise advisors will comply with ACC and its affiliates do not control will do what ACC recommendspolicies and procedures in this regard.regard, or that clients will engage in safe and secure online practices. Furthermore, human error occurs from time to time and such mistakes can lead to the inadvertent disclosure of sensitive information. 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’or affiliates’ client, employee, vendor or advisor personal information, which in turn may result in legal claims, regulatory scrutiny and liability, reputational damage, the incurrence of costs to respond to, eliminate, or mitigate further exposure, the loss of clients or AFS advisors, or other damage to ACC’s business. While ACC and its affiliates maintain cyber liability insurance that provides both third-party liability and first-party liability coverages, it may not protect ACC against all cybersecurity- and privacy-related losses. Furthermore, ACC may be subject to indemnification costs and liability to third parties if ACC breaches any confidentiality or security obligations regarding vendor data or for losses related to the data. In addition, the trend toward broad consumer and general-public notification of such incidents could exacerbate the harm to ACC’s business, reputation, financial condition or results of operations in the event of a breach. Even if ACC and its affiliates successfully protects itsprotect ACC’s technology infrastructure and the confidentiality of sensitive data and conduct appropriate incident response, ACC may incur significant expenses in connection with theACC’s responses to any such attacks, as well as the adoption, implementation and maintenance of appropriate security measures. In addition, ACC could also suffer harmand its affiliates regulators may seek to its businesshold ACC’s affiliate responsible for the acts, mistakes or omissions of AFS franchise advisors even where they procure and reputation if attempted security breaches are publicized regardlesscontrol much of whether or not harm was actually donethe physical office space and technology infrastructure they use to any client or client information. ACC cannot be certain that advances in criminal capabilities, discovery of new vulnerabilities, attempts to exploit vulnerabilities in ACC’s systems or third-party systems ACC uses, 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.operate their businesses locally.

Operating errors and system or network interruptions could delay and disrupt ACC’s ability to develop, deliver or maintain products and services, or to operate compliance or risk management functions, causing harm to ACC’s business and reputation and resulting in loss of clients or revenue.operations. Interruptions could be caused by mistake, malfeasance or other operational failures arising fromby service provider staff or employee error or malfeasance, interference by third parties, including hackers, ACC’s implementation of new technology, as well as fromor 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 fires, floods, earthquakes

ACC and its affiliates rely on third-party service providers and vendors for certain communications, technology and business functions and other natural disasters, power losses, equipment failures, attacks by third parties, failures of internal or vendor personnel, software, equipment or systemsservices, and other events beyond ACC’s control. Further, ACC facesand its affiliates face the risk of their operational failure (including, without limitation, failure caused by an inaccuracy, untimeliness or other deficiency in data reporting), technical or security failures, termination or capacity constraints of any of the clearing agents, exchanges, clearing houses or other financial intermediariesthird-party service providers that ACC usesor its affiliates use to facilitate or are component providers to ACC’s securities transactions and other product manufacturing and distribution activities. Any such failure, termination or constraint or flawed execution or response could adversely impact ACC’s ability to effect transactions, service clients, manage exposure to risk, or otherwise achieve desired outcomes.

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 the associated exposures are based upon observed historical market behavior or statistics based on historical models. DuringExperience may not emerge as expected and during periods of market volatility or due to unforeseen events, the historically derived experience and correlations upon which these methods are based may not be valid. As a result, these methods may not accurately predict future exposures accurately, which could be significantly greater than what ACC’s models indicate. Further, some controls are manual and are subject to inherent limitations. 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.

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.risk, including those associated with ACC’s or its affiliates’ key vendors. 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.

None.

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

For a discussion of any material legal proceedings, see Note 13 to ACC’s Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K, which areis incorporated herein by reference.

Not applicable.

All of the Ameriprise Certificate Company (“ACC”) outstanding common stock is owned by Ameriprise Financial.Financial, Inc. (“Ameriprise Financial”). There is no established public trading market for ACC’s common stock.

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 certificate reserves (less outstanding certificate loans).