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 ~~provision~~Provision 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.

Operational Risks

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 and/or have greater financial resources.

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

ACC is dependent on the financial advisors of ~~AFSI~~AFS 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 ~~extremely~~highly competitive, and there can be no assurance that ~~AFSI~~AFS 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~~AFS 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.

~~Damage~~A failure to protect 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. 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’s~~AFS’s advisors and counterparties. ~~Negative perceptions~~Additionally, 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’s~~governmental investigations or ~~its affiliates’ reputation among existing and potential customers, investors, employees of ACC’s 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 dependent~~depends 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~~has procedures and controls ~~in place~~ that are designed to identify, address ~~conflicts of interest. However, identifying~~ and appropriately ~~dealing with~~disclose perceived conflicts of interest, ~~is complex and~~though ACC’s reputation could be damaged if itACC 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. Also, it is possible that the regulatory scrutiny of, and litigation in connection with,address conflicts of interest ~~will make ACC’s clients less willing~~appropriately.

ACC may face direct or indirect effects of or responses to ~~enter into transactions in which such a conflict~~climate change.

Climate change may ~~occur, which would~~increase the severity and frequency 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.

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.

Changes in corporate tax laws and regulations ~~(including recent U.S. federal tax reform)~~ and changes in the interpretation of such laws and regulations, as well as adverse determinations regarding the application of such laws and regulations, could adversely affect ACC’s earnings.

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 as~~products 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 expensing~~advantages of certain ~~capital expenditures,~~of Ameriprise Financial’s products and ~~puts into effect~~thus 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).~~

~~ACC continues to examine the impact the Tax Act may have on its business. Despite the beneficial impact~~change in ~~the corporate income tax rate, the full impact is uncertain~~client demand and ACC’s business and financial condition could be adversely affected. For example, it is unclear what impact the Tax Act will have on ACC’s clients and competitors and therefore it is unclear how ACC may be advantaged or disadvantaged (such as investor demand for lower pricing or competitors that are better situated to respond or adjust to the evolving marketplace and investor sentiment).activity.

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, 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.

ACC’s operational systems and networks ~~have been and will continue to be,~~are subject to evolving cybersecurity or other technological risks, which could result in the disclosure of confidential ~~client~~ information, loss of ACC’s proprietary information, damage to ACC’s reputation, additional costs to ACC, regulatory penalties and other adverse impacts.

The business of ACC and its affiliates is reliant upon internal and third-party technology systems and networks to process, transmit and store information, including ~~sensitive client~~clients’, 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 ~~its~~ACC’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 have~~has not experienced any material breaches of ~~nor~~or interference with ~~these~~its 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 ~~cybersecurity~~use of ongoing monitoring and ~~technological threats experienced~~continual 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, ~~ACC and its affiliates have included~~among others, phishing and spear phishing scams, social engineering attacks, account takeovers, introductions of malware, attempts at electronic break-ins, and the submission of fraudulent payment requests. The number of attempted phishing attacks has increased substantially ~~in 2018, and ACC does not expect a reduction in the future as they are low-cost scams for their purveyors. Any~~every year, which is expected to continue. Attempted or successful breaches or interference ~~(as well as attempted breaches or interferences)~~ by third parties or by ~~employees of our affiliates (as well as AFSI’s independent franchisee advisors)~~insiders that may occur in the future could have a material adverse impact on ACC’s business, reputation, financial condition or results of operations.

~~ACC~~On a corporate basis, various laws and ~~its~~regulations, and in some cases contractual obligations, require ACC’s affiliates ~~have implemented~~to establish and maintain ~~security~~corporate policies and technical and operational measures designed to protect ~~against breaches of corporate security~~sensitive client, employee, contractor and ~~other interference with corporate systems~~vendor 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 independent~~AFS’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 provision~~products 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 physical and information~~ security ~~standards. ACC’s affiliates recommend through policies that AFSI’s independent franchisee advisors do~~control environment. In addition, the ~~same with their facilities, systems and third-party vendors. 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 have~~has taken and may in the future take to address and mitigate cybersecurity, privacy and technology risks, ACC cannot ~~assure~~be 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 ~~assure~~be certain that ~~parties its affiliates do not control~~AFS franchise advisors will comply with ~~ACC’s~~ACC and its affiliates policies 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 its~~protect ACC’s technology infrastructure and the confidentiality of sensitive data and

~~conducts~~ conduct appropriate incident response, ACC may incur significant expenses in connection with ~~the~~ACC’s responses to any such attacks, as well as the adoption, implementation and maintenance of appropriate security measures. In addition, ACC ~~could also suffer harm~~and its affiliates regulators may seek to ~~its business~~hold 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 regardless~~control much of ~~whether or not harm was actually done~~the 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.

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 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 from~~by service provider staff or employee error or malfeasance, interference by third parties, including hackers, ACC’s implementation of new technology, ~~as well as from~~or 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 systems~~services, and ~~other events beyond ACC’s control. Further,~~ ACC ~~faces~~and 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 intermediaries~~third-party service providers that ACC ~~uses~~or 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.

Risk management policies and procedures may not be fully effective in identifying or mitigating risk exposure in all market environments, products, vendors 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 the associated exposures are based upon observed historical market behavior or statistics based on historical models. ~~During~~Experience 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.

~~Moreover,~~ACC’s financial performance also requires ACC ~~is subject~~ to ~~the risks of errors~~develop, effectively manage, and ~~misconduct by employees of our affiliates and AFSI’s financial advisors, such as fraud, non-compliance with policies, recommending transactions that are not suitable, and improperly using~~market new 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 ofexisting products and services that appropriately anticipate or respond to changes in the industry and evolving client demands. The development and introduction of new products and services require continued innovative effort and may require significant time, resources, and ongoing support. Substantial risk and uncertainties are ~~used in ACC’s businesses.~~ associated with the introduction of new products and services, including the implementation of new and appropriate operational controls and procedures, shifting client and market preferences, the introduction of competing products or services and compliance with regulatory requirements.

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.

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

ACC’s accounting policies are fundamental to how it records and reports its financial condition and results of operations. ACC prepares its financial statements in accordance with U.S. generally accepted accounting principles.It is possible that accounting changes could have a material effect on ACC’s financial condition and results of operations. The Financial Accounting Standards Board, the SEC and other regulators often change the financial accounting and reporting standards governing the preparation of ACC’s financial statements. These changes are difficult to predict and could impose additional governance, internal control and disclosure demands. In some cases, ACC could be required to apply a new or revised standard retrospectively, resulting in restating prior period financial statements.

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

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 ~~are~~is incorporated herein by reference.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

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

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.

Frequency and amount of capital transactions with Ameriprise Financial during the past two years were (in millions):

Dividends to Ameriprise Financial Receipt of Capital from Ameriprise Financial
For the year ended December 31, 2018
June 29, 2018 $ —
$ 3.0
July 31, 2018 —
5.0
August 31, 2018 —
5.0
September 27, 2018 —
2.0
October 30, 2018 —
5.0
November 19, 2018 —
5.0
December 21, 2018 —
7.5
Total $ —
$ 32.5

For the year ended December 31, 2017

January 30, 2017 $ —
$ 5.0
September 29, 2017 5.0
—
December 28, 2017 10.0
—
Total $ 15.0
$ 5.0


	Dividends to Ameriprise Financial		Return of Capital to Ameriprise Financial		Receipt of Capital from Ameriprise Financial
For the year ended December 31, 2021
March 30, 2021	$	27.0	$	—	$	—
June 29, 2021	33.0		—		—
September 29, 2021	—		35.0		—
December 29, 2021	10.0		4.0		—
Total	$	70.0	$	39.0	$	—

For the year ended December 31, 2020
March 13, 2020	$	32.0	$	—	$	—
March 31, 2020	—		—		10.0


September 29, 2020	15.0		—		—
December 29, 2020	35.0		—		—
Total	$	82.0	$	—	$	10.0

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

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).

Item 6. ~~Selected Financial Data~~[Reserved]

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

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’s”) 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~~Part 1 - 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~~financial condition and ~~Results~~results of ~~Operations.~~operations.

Recent Developments Regarding the COVID-19 Pandemic

The COVID-19 pandemic has presented ongoing significant economic and societal disruption and market unpredictability, which has affected ACC’s business and operating environment driven by a low interest rate environment and volatility and changes in the equity markets and the potential associated implications to client behavior. 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 our business, 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 our office reopenings, the additional measures that may be taken by various governmental authorities in response to the outbreak, the actions of third parties in response to the pandemic, and the possible further impacts on the global economy. Given the ongoing impact of the pandemic, financial results may not be comparable to previous years and the results presented in this report may not necessarily be indicative of future operating results. For further information regarding the impact of the COVID-19 pandemic, and any potentially material effects, see Part 1 - Item 1A “Risk Factors” in this report.

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~~Consolidated Financial Statements beginning on page F-9 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 ~~increased $1.2~~decreased $4.2 million, or 3%14%, ~~to $45.2 million~~ for ~~the year ended December 31, 2018~~2021 compared ~~to $44.0 million for~~ the prior year primarily due to ~~higher~~lower investment income, ~~and lower income tax expense,~~ partially offset by ~~increases in the~~lower net provision for certificate reserves, ~~and~~ investment expenses and ~~lower net realized gains on investments.~~tax expense.

Investment income ~~increased $43.6~~decreased $67.6 million, or ~~30%~~50%, ~~to $188.7 million~~ for ~~the year ended December 31, 2018~~2021 compared to ~~$145.1 million for~~ the prior year reflecting ~~higher average investment balances from certificate net inflows and an increase~~a decrease in the average invested asset ~~yield.~~yield and lower average investment balances.

Investment expenses ~~increased $5.8~~decreased $14.1 million, or ~~15%~~33%, ~~to $43.3 million~~ for ~~the year ended December 31, 2018~~2021 compared to ~~$37.5 million for~~ the prior year primarily due to volume-driven ~~increases~~decreases in distribution, investment advisory, and transfer agent fees.

Net provision for certificate reserves ~~increased $39.1~~decreased $46.9 million, or ~~86%~~83%, ~~to $84.6 million~~ for ~~the year ended December 31, 2018~~2021 compared to ~~$45.5 million for~~ the prior year primarily due to ~~higher average certificate balances from certificate net inflows and higher~~lower average client crediting ~~rates.~~

Net realized gain on investments before income taxes was $0.1 million for the year ended December 31, 2018 compared to a net realized gain on investments of $12.0 million for the prior year. Net realized gain on investments for the prior year included net realized gains from sales, tenders and calls of Available-for-Sale securities of $12.2 million, partially offset by other-than-temporary impairments of $0.2 million. The other-than-temporary impairments for the year ended December 31, 2017 related to credit losses on non-agency residential mortgage backed securities.rates as well as lower average certificate balances.

The effective tax rate was ~~25.8%~~24.1% for 2021 compared to 23.9% for the year ended December 31, 2018 compared to 40.7% for the year ended December 31, 2017. In December of 2017, the Tax Act reduced federal income tax rates from 35% to 21% for tax years after 2017. The lower effective tax rate for the year ended December 31, 2018 compared to the prior ~~year period was primarily due to the reduced income tax rate.~~year.

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 8 to ACC’s Consolidated Financial Statements for additional information regarding ACC’s fair value measurements.

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,~~track,” “project” and similar expressions

described in ~~“Item 1A-Risk~~Part 1 - 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.

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 (“CMIA”), a wholly owned subsidiary of Ameriprise Financial, including that of ACC. ACC’s Board of Directors has delegated the responsibilities of the Investment Committee of ACC to the FRMC. 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 commercial mortgage and asset backed securities and U.S. government and 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 tables present ACC’s estimate of the pretax impact of these hypothetical market movements as of December 31, ~~2018:~~2021:

Interest Rate Increase 100 Basis Points

Interest Rate Exposure to Pretax Income

Interest Rate Increase 100 Basis Points

Interest Rate Exposure to Pretax Income

Before Hedge Impact

Hedge Impact

Net Impact

Before Hedge Impact

Hedge Impact

Net Impact

(in thousands)

Certificates

16,927

N/A

16,927

Certificates

13,849

N/A

13,849

N/A Not Applicable.

N/A Not Applicable


Equity Price Decline 10%	Equity Price Decline 10%	Equity Price Exposure to Pretax Income								Equity Price Decline 10%	Equity Price Exposure to Pretax Income
		Before Hedge Impact		Hedge Impact			Net Impact				Before Hedge Impact		Hedge Impact		Net Impact
		(in thousands)									(in thousands)
Certificates	Certificates	$	2,449	$	(2,461	)	$	(12	)	Certificates	$	150	$	(183)	$	(33)

The above results compare to an estimated positive impact to pretax income of ~~$1.7~~$15.4 million related to a 100 basis point increase in interest rates and an estimated ~~positive~~negative impact of ~~$50~~$81 thousand related to a 10% equity price decline as of December 31, ~~2017.~~2020. The change in the impact from a 100 basis point increase in interest rates compared to the prior year was primarily driven by ~~updated assumptions for future product pricing and client behavior, the implementation of~~ a shorter duration ~~strategy,~~asset portfolio and ~~overall growth~~higher expected prepayments given the decline in ~~the balance sheet.~~Treasury rates in 2020.

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 actions management might take to increase revenues or reduce expenses in these scenarios.

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 guarantees an interest rate to the holders of these products. Payments collected from clients are primarily invested in fixed income 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 $7.4 billion in reserves included in certificate reserves on the Consolidated Balance Sheet at December 31, 2018 to cover the liabilities associated with these products. ACC~~ also has interest rate risk from its Step-Up Rate Certificates, which was not material as of December 31, ~~2018.~~2021. ACC had $5.0 billion in reserves included in Certificate reserves as of December 31, 2021 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~~$1 thousand to $2 million for terms of 52 weeks, 104 weeks or 156 weeks which can be extended to a maximum of 15 years depending on the term. 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 ~~$482.0~~$290.4 million in reserves included in ~~certificate~~Certificate reserves ~~on the Consolidated Balance Sheet at~~as of December 31, ~~2018~~2021 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~~AMERIPRISE CERTIFICATE COMPANY

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.FORM 10-K

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.

~~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, 2018.

~~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, 2018, 2017 and 2016.

~~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 $149,000 for both 2018 and 2017.

~~Audit-Related Fees, Tax Fees, All Other Fees~~

~~ACC was not billed by PwC for any fees for audit-related services, tax fees or any other fees for 2018 or 2017.~~

~~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 if the engagement relates directly to the operations and financial reporting of ACC. Certain exceptions apply to the pre-approval requirement.

~~In both 2018 and 2017, 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~~

INDEX



~~(a) 1.~~ PART I
		Item 1. Business	3
		Item 1A. Risk Factors	5
		Item 1B. Unresolved Staff Comments	11
		Item 2. Properties	11
		Item 3. Legal Proceedings	11
		Item 4. Mine Safety Disclosures	11
PART II
		Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	11
		Item 6. [Reserved]	11
		Item 7. Management’s Narrative Analysis	12
		Item 7A. Quantitative and Qualitative Disclosures About Market Risk	13
		Item 8. Financial ~~Statements:~~Statements and Supplementary Data	~~See~~ 14
		Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	14
		Item 9A. Controls and Procedures	14
		Item 9B. Other Information	15
		Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	15
PART III
		Item 10. Directors, Executive Officers and Corporate Governance	15
		Item 11. Executive Compensation	15
		Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	15
		Item 13. Certain Relationships and Related Transactions, and Director Independence	15
		Item 14. Principal Accountant Fees and Services	15
PART IV
		Item 15. Exhibits and Financial Statement Schedules	16
		Item 16. Form 10-K Summary	17
		Signatures	18
		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:~~ ~~The following exhibits are filed as part of this Annual Report:~~F-1



	~~Exhibit~~	~~Description~~

	~~3(a)~~	Amended and Restated Certificate of Incorporation of American Express Certificate Company, dated August 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)~~*	~~Amended and Restated Investment Advisory and Services Agreement, dated December 1, 2018, between Registrant and Columbia Management Investment Advisers, LLC.~~
	~~10(b)~~	Distribution Agreement, dated December 31, 2006, between Registrant and Ameriprise Financial Services, Inc. filed electronically on or about February 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.
	~~10(c)~~	Amendment to the Distribution Agreement, dated January 25, 2018, between Registrant and Ameriprise Financial Services, Inc. filed electronically on or about February 23, 2018 as Exhibit 10(c) to Registrant’s Form 10-K is incorporated by reference.
	~~10(d)~~	Depository and Custodial Agreement, dated December 31, 2006, between Registrant and Ameriprise Trust Company, filed electronically on or about February 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(e)~~	Amendment to the Depositary and Custodial Agreement, dated December 15, 2008, between Registrant and Ameriprise Trust Company, filed on or about May 5, 2014 as exhibit 10(c)i to Registrant’s Form 10-Q, is incorporated herein by reference.
	~~10(f)~~	Transfer Agent Agreement, dated December 31, 2006 between Registrant and Columbia Management Investment Services Corp. (formerly RiverSource Client Service Corporation), filed electronically on or about February 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.
	~~10(g)~~	First Amendment to Transfer Agent Agreement, dated January 1, 2013 between Registrant and Columbia Management Investment Services Corp. (formerly RiverSource Client Service Corporation), filed electronically on or about February 27, 2013 as Exhibit 10(d) to Registrant’s Form 10-K is incorporated herein by reference.
	~~10(h)~~	Second Amendment to Transfer Agent Agreement, dated January 1, 2017, between Registrant and Columbia Management Investment Services Corp. (formerly RiverSource Client Service Corporation), filed electronically on or about February 23, 2017 as Exhibit 10(d) to Registrant’s Form 10-K is incorporated by reference.
	~~10(i)~~	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(j)~~	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.
	~~10(k)~~	First Amendment to Capital Support Agreement by and between Ameriprise Financial, Inc. and Ameriprise Certificate Company, effective April 30, 2014, filed electronically on or about May 5, 2014 as Exhibit 10(f)i to Registrant’s Form 10-Q, is incorporated herein by reference.
	~~10(l)~~	Federal Income Tax Sharing Agreement between or among Ameriprise Financial, Inc. and certain subsidiaries, including the Registrant, effective December 10, 2013 filed electronically on or about February 23, 2018 as Exhibit 10(l) to Registrant’s Form 10-K is incorporated by reference.



	~~Exhibit~~	~~Description~~

	~~10(m)~~	State Income Tax Sharing Agreement between or among Ameriprise Financial, Inc. and certain subsidiaries, including the Registrant, effective December 10, 2013 filed electronically on or about February 23, 2018 as Exhibit 10(m) to Registrant’s Form 10-K is incorporated by reference.
	~~10(n)~~	Supplemental Tax Sharing Agreement between Ameriprise Financial, Inc. and the Registrant effective December 10, 2013 filed electronically on or about February 23, 2018 as Exhibit 10(n) to Registrant’s Form 10-K is incorporated by reference.
	~~14(a)~~*	~~Code of Ethics under Rule 17j-1 for Ameriprise Certificate Company effective May 21, 2014.~~
	~~14(b)~~*	~~Code of Ethics adopted under Rule 17j-1 for Registrant’s investment adviser, dated December 2018.~~
	~~14(c)~~*	~~Code of Ethics under Rule 17j-1 for Registrant’s underwriter, as revised July 1, 2018.~~
	24*	~~Directors’ Power of Attorney, dated February 28, 2018.~~
	~~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 Jason S. Bartylla pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended.~~
	32*	~~Certification of Abu M. Arif and Jason S. Bartylla pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~
	* Filed electronically herewithin.

PART I

Item ~~16. Form 10-K Summary~~1. Business

~~None~~

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 125-year history of providing solutions to help clients confidently achieve their financial objectives.

~~Signatures~~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, LLC (“AFS”), an affiliate of ACC 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.

~~Pursuant~~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.

Products

As of the date of this report, ACC offered the following four different certificate products to the ~~requirements~~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 Federal Deposit Insurance Corporation (“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.

•Twenty year maturity.

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 three, six, seven, nine, 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 premature surrenders incur surrender charges.

•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.

•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.

•Twenty year maturity.

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 premature surrenders incur surrender charges.

•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 set a fixed rate of 0.25% for new sales.

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

•Ten year maturity.

4. Ameriprise Stock Market Certificate

•Single payment certificate with terms of 52, 104 and 156 weeks that offer the certificate product owner the opportunity to have all or part of the certificate product returns tied to the 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 premature surrenders incur surrender charges.

•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 subsequent terms.

•Fifteen year maturity for certificates with terms of 52 and 156 weeks and fourteen year maturity for certificates with terms of 104 weeks.

Effective April 1, 2020, the Ameriprise Step-Up Rate Certificate (“SRC”) was closed to new sales.

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 AFS and sold pursuant to a distribution 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 AFS or ACC as that term is defined in the 1940 Act. The distribution agreement provides for the payment of distribution fees to AFS for services provided. The distribution agreement with AFS can be terminated by either party on sixty days’ written notice.

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 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 ~~13 or 15(d)~~28(b) of the 1940 Act, as modified by an exemptive order of the Securities and Exchange ~~Act~~Commission (“SEC”). The amortized cost of ~~1934,~~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, equity securities, equity index options and other securities meeting specified standards. So long as ACC wishes to rely on the ~~registrant~~SEC order, as a condition to the order, ACC has ~~duly~~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.

Following conversion of ACC’s affiliate Ameriprise National Trust Bank into a federal savings bank (“Ameriprise Bank”), Ameriprise Financial continued to be subject to ongoing supervision by the Board of Governors for the Federal Reserve System (“FRB”). FRB regulation and supervisory oversight of Ameriprise Financial includes examinations, regular financial reporting, and prudential standards, such as capital, liquidity, risk management and parameters for business conduct and internal governance. In order to maintain Ameriprise Financial��s permission under applicable bank holding company laws and regulations to engage in business activities other than banking or activities closely related to banking, each of Ameriprise Financial and Ameriprise Bank, as Ameriprise’s sole insured depository institution subsidiary, must remain “well-capitalized” and “well-managed” under applicable federal banking regulations, and Ameriprise Bank must receive at least a “satisfactory” rating in its most recent examination under the Community Reinvestment Act. Failure to meet one or more of certain requirements and regulations would mean, depending on the requirements not met and any agreement then reached with the FRB, that until cured Ameriprise Financial (and therefore ACC) could not undertake new activities, continue certain activities, or make certain acquisitions. As a subsidiary of Ameriprise Financial, ACC is (absent exclusion or exemption) required to comply with investment limitations on its portfolio and other limitations under applicable banking laws, including what is commonly referred to as the Volcker Rule.

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. 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.

Market Risks

The COVID-19 pandemic creates significant risks and uncertainties for 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 business, 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.

The ongoing COVID-19 pandemic impacted, and will likely continue to impact, ACC. Consumer demand, client investing decisions in light of ongoing economic uncertainty, investment income, owned asset values, and other financial assumptions and reserve calculations have been, and may further be, negatively impacted from a decline and volatility of asset prices, sustained reduction in interest rates, widening of credit spreads, credit deterioration, decreased liquidity in trading markets and other economic and market effects of the global pandemic. ACC and its affiliates continue to actively monitor the potential direct and indirect impacts that the COVID-19 pandemic may have on its business. If these conditions continue or worsen, ACC could continue to experience volatility and uncertainty in volumes, uncertainty in availability and price levels of financial assets and hedges, changes in client activity and fees, new constraints and costs of capital, and demand for ACC’s products and services and other impacts on ACC’s financial position.

COVID-19 has had wide-reaching impacts, making many decisions, interactions and transactions more complex. The COVID-19 pandemic also affects the ability of ACC and its affiliates’ suppliers, distributors, vendors and other counterparties to provide products and services or otherwise fulfill their commitments to ACC and its affiliates.

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. 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; (iii) the availability and cost of capital; (iv) the level and volatility of equity prices, commodity prices and interest rates, currency values and other market indices; (v) technological changes and events; (vi) U.S. and foreign government fiscal and tax policies; (vii) U.S. and foreign government ability, real or perceived, to avoid defaulting on government securities; (viii) the availability and cost of credit; (ix) the ongoing inflationary environment; (x) investor sentiment and confidence in the financial markets; (xi) terrorism and armed conflicts; and (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,” 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 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 reinvest 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.

Downturns 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.”

Business Risks

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 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. 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 related 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 violation 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 may adversely affect the interest rates on, and value of, certain derivatives and floating rate securities ACC holds, the activities ACC conducts, and any other assets or liabilities, the value of which is tied to LIBOR.

The elimination of LIBOR and transition to alternative reference rates may have an 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 assets and liabilities. 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 past which could result in lower interest payments and a reduction in the value of certain assets. Accordingly, it is difficult to predict the full impact of the transition away from LIBOR on various derivatives, floating rate securities and other securities ACC holds, the activities ACC conducts and any other assets or liabilities (as well as contractual rights and obligations), the value of which is tied to LIBOR. The value or profitability of these products and instruments, and ACC’s costs of operations, may be adversely affected until new reference rates and fallbacks for both legacy and new products, instruments and contracts are commercially accepted.

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 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.

Some of ACC’s investments are relatively illiquid and ACC may have difficulty selling these investments.

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 investment using adopted standards to categorize the investment as liquid or illiquid. As of December 31, 2021, commercial mortgage loans and private placement fixed income securities that have been categorized as illiquid represented approximately 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 its 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 taken on certain loans and 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 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.

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. 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.

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 Certificate reserves. The fair values of these embedded derivatives incorporate current market data inputs. Changes in fair value are reflected in Provision for certificate reserves.

Operational Risks

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

ACC’s affiliated distributor may be unable to attract and retain key talent.

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

A failure to protect 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. 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, AFS’s advisors and counterparties. Additionally, 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, governmental investigations or 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.

ACC may face direct or indirect effects of or responses to climate change.

Climate change may increase the severity and frequency of catastrophes, or adversely affect ACC’s 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.

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

Changes in corporate tax laws and regulations and changes in the interpretation of such laws and regulations, as well as adverse determinations regarding the application of such laws and regulations, could adversely affect ACC’s earnings.

ACC is subject to the income tax laws of the U.S., its states and municipalities. 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. 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.

Many of the products 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 advantages of certain of Ameriprise Financial’s products and thus make such products or ACC’s products less attractive to clients or cause a change in client demand and activity.

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

ACC cannot 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.

ACC’s operational systems and networks are subject to evolving cybersecurity or other technological risks, which could result in the disclosure of confidential information, loss of ACC’s proprietary information, damage to ACC’s reputation, additional costs to ACC, regulatory penalties and other adverse impacts.

The business of ACC and its affiliates is reliant upon internal and third-party technology systems and networks to process, transmit and store information, including clients’, employees’ and advisors’ personal information, as well as proprietary information, and to conduct many business activities and 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 ACC’s reputation, to the retention of AFS’s advisors and clients, and to the protection of ACC’s proprietary information and clients’ personal information. To date, ACC has not experienced any material breaches of or interference with its centrally controlled systems and networks. However, ACC and its affiliates routinely face and address such 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 use of ongoing monitoring and continual 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, among others, phishing and spear phishing scams, social engineering attacks, account takeovers, introductions of malware, attempts at electronic break-ins, and the submission of fraudulent payment requests. The number of attempted phishing attacks has increased substantially every year, which is expected to continue. Attempted or successful breaches or interference by third parties or by insiders that may occur in the future could have a material adverse impact on ACC’s business, reputation, financial condition or results of operations.

On a corporate basis, various laws and regulations, and in some cases contractual obligations, require ACC’s affiliates to establish and maintain corporate policies and technical and operational measures designed to protect sensitive client, employee, contractor and vendor information, and 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 AFS’s franchisee advisors who control locally 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 products and services, ACC’s customers may use computers and other devices that sit outside of ACC and its affiliates security control environment. In addition, 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 currently maintain.

Despite the measures ACC has taken and may in the future take to address and mitigate cybersecurity, privacy and technology risks, ACC cannot be certain that ACC and its affiliates systems and networks will not be subject to successful attacks, breaches or interference. Nor can ACC be certain that AFS franchise advisors will comply with ACC and its affiliates policies and procedures in this 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 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 protect ACC’s technology infrastructure and the confidentiality of sensitive data and conduct appropriate incident response, ACC may incur significant expenses in connection with ACC’s responses to any such attacks, as well as the adoption, implementation and maintenance of appropriate security measures. In addition, ACC and its affiliates regulators may seek to hold ACC’s affiliate responsible for the acts, mistakes or omissions of AFS franchise advisors even where they procure and control much of the physical office space and technology infrastructure they use to operate their businesses locally.

Operating errors and system or network interruptions could delay and disrupt ACC’s operations. Interruptions could be caused by mistake, malfeasance or other operational failures by service provider staff or employee error or malfeasance, interference by third parties, including hackers, ACC’s implementation of new technology, or 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.

ACC and its affiliates rely on third-party service providers and vendors for certain communications, technology and business functions and other services, and ACC and 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 third-party service providers that ACC or its affiliates use to facilitate or are component providers to ACC’s 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’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. Experience may not emerge as expected and during periods of market volatility or due to unforeseen events, the historically derived experience and correlations may not be valid. As a result, these methods may not 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.

ACC’s financial performance also requires ACC to develop, effectively manage, and market new or existing products and services that appropriately anticipate or respond to changes in the industry and evolving client demands. The development and introduction of new products and services require continued innovative effort and may require significant time, resources, and ongoing support. Substantial risk and uncertainties are associated with the introduction of new products and services, including the implementation of new and appropriate operational controls and procedures, shifting client and market preferences, the introduction of competing products or services and compliance with regulatory requirements.

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, 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.

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

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

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 is incorporated herein by reference.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

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

All of the Ameriprise Certificate Company (“ACC”) outstanding common stock is owned by Ameriprise Financial, Inc. (“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 to Ameriprise Financial		Return of Capital to Ameriprise Financial		Receipt of Capital from Ameriprise Financial
For the year ended December 31, 2021
March 30, 2021	$	27.0	$	—	$	—
June 29, 2021	33.0		—		—
September 29, 2021	—		35.0		—
December 29, 2021	10.0		4.0		—
Total	$	70.0	$	39.0	$	—

For the year ended December 31, 2020
March 13, 2020	$	32.0	$	—	$	—
March 31, 2020	—		—		10.0


September 29, 2020	15.0		—		—
December 29, 2020	35.0		—		—
Total	$	82.0	$	—	$	10.0

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

Item 6. [Reserved]

Item 7. Management’s Narrative Analysis

The following information should be read in conjunction with the accompanying 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’s”) 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 Part 1 - 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 Developments Regarding the COVID-19 Pandemic

The COVID-19 pandemic has presented ongoing significant economic and societal disruption and market unpredictability, which has affected ACC’s business and operating environment driven by a low interest rate environment and volatility and changes in the equity markets and the potential associated implications to client behavior. 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 ~~signed~~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 our business, 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 our office reopenings, the additional measures that may be taken by various governmental authorities in response to the outbreak, the actions of third parties in response to the pandemic, and the possible further impacts on the global economy. Given the ongoing impact of the pandemic, financial results may not be comparable to previous years and the results presented in this report may not necessarily be indicative of future operating results. For further information regarding the impact of the COVID-19 pandemic, and any potentially material effects, see Part 1 - Item 1A “Risk Factors” in this report.

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-9 of this Annual Report on Form 10-K.

Results of Operations

Net income decreased $4.2 million, or 14%, for 2021 compared the prior year primarily due to lower investment income, partially offset by lower net provision for certificate reserves, investment expenses and tax expense.

Investment income decreased $67.6 million, or 50%, for 2021 compared to the prior year reflecting a decrease in the average invested asset yield and lower average investment balances.

Investment expenses decreased $14.1 million, or 33%, for 2021 compared to the prior year primarily due to volume-driven decreases in distribution, investment advisory, and transfer agent fees.

Net provision for certificate reserves decreased $46.9 million, or 83%, for 2021 compared to the prior year primarily due to lower average client crediting rates as well as lower average certificate balances.

The effective tax rate was 24.1% for 2021 compared to 23.9% for the prior year.

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 ~~behalf~~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 8 to ACC’s Consolidated Financial Statements for additional information regarding ACC’s fair value measurements.

Forward-Looking Statements

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 Part 1 - 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.

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 ~~undersigned, thereunto duly authorized.~~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.

The following tables present ACC’s estimate of the pretax impact of these hypothetical market movements as of December 31, 2021:

Interest Rate Increase 100 Basis Points

Interest Rate Exposure to Pretax Income

Before Hedge Impact

Hedge Impact

Net Impact

(in thousands)

Certificates

13,849

N/A

13,849

N/A Not Applicable


Equity Price Decline 10%	Equity Price Exposure to Pretax Income
Equity Price Decline 10%	Before Hedge Impact		Hedge Impact		Net Impact
	(in thousands)
Certificates	$	150	$	(183)	$	(33)

The above results compare to an estimated positive impact to pretax income of $15.4 million related to a 100 basis point increase in interest rates and an estimated negative impact of $81 thousand related to a 10% equity price decline as of December 31, 2020. The change in the impact from a 100 basis point increase in interest rates compared to the prior year was primarily driven by a shorter duration asset portfolio and higher expected prepayments given the decline in Treasury rates in 2020.

ACC has interest rate risk from its Flexible Savings Certificates and other fixed rate certificates. These products are investment certificates generally ranging in amounts from $1 thousand to $2 million with interest crediting rate terms ranging from three to 48 months. ACC guarantees an interest rate to the holders of these products. Payments collected from clients are primarily invested in fixed income 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 also has interest rate risk from its Step-Up Rate Certificates, which was not material as of December 31, 2021. ACC had $5.0 billion in reserves included in Certificate reserves as of December 31, 2021 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 thousand to $2 million for terms of 52 weeks, 104 weeks or 156 weeks which can be extended to a maximum of 15 years depending on the term. 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 $290.4 million in reserves included in Certificate reserves as of December 31, 2021 to cover the liabilities associated with these products.

AMERIPRISE CERTIFICATE COMPANY

FORM 10-K

INDEX


PART I
	Item 1. Business	3
	Item 1A. Risk Factors	5
	Item 1B. Unresolved Staff Comments	11
	Item 2. Properties	11
	Item 3. Legal Proceedings	11
	Item 4. Mine Safety Disclosures	11
PART II
	Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	11
	Item 6. [Reserved]	11
	Item 7. Management’s Narrative Analysis	12
	Item 7A. Quantitative and Qualitative Disclosures About Market Risk	13
	Item 8. Financial Statements and Supplementary Data	14
	Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	14
	Item 9A. Controls and Procedures	14
	Item 9B. Other Information	15
	Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	15
PART III
	Item 10. Directors, Executive Officers and Corporate Governance	15
	Item 11. Executive Compensation	15
	Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	15
	Item 13. Certain Relationships and Related Transactions, and Director Independence	15
	Item 14. Principal Accountant Fees and Services	15
PART IV
	Item 15. Exhibits and Financial Statement Schedules	16
	Item 16. Form 10-K Summary	17
	Signatures	18
	Index to Consolidated Financial Statements and Schedules	F-1

Ameriprise Certificate Company

PART I

Item 1. Business

Overview

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, LLC (“AFS”), an affiliate of ACC 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.

Products

As of the date of this report, ACC offered the following four 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.

•Non-Jumbo Deposit National Rates for 3 month CDs as published by the Federal Deposit Insurance Corporation (“FDIC”) are used as the guide in setting rates.

•Twenty year maturity.

2. Ameriprise Flexible Savings Certificate

•Currently sold without a sales charge.

•Currently premature surrenders incur surrender charges.

•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.

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

•Twenty year maturity.

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 premature surrenders incur surrender charges.

•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 set a fixed rate of 0.25% for new sales.

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

•Ten year maturity.

4. Ameriprise Stock Market Certificate

•Currently sold without a sales charge.

•Currently premature surrenders incur surrender charges.

•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.

•Fifteen year maturity for certificates with terms of 52 and 156 weeks and fourteen year maturity for certificates with terms of 104 weeks.

Effective April 1, 2020, the Ameriprise Step-Up Rate Certificate (“SRC”) was closed to new sales.

Distribution and Marketing Channels

Asset Management

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, 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