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

Within the specified maturity periods, most certificates have interest crediting rate terms ranging from three to forty-eight months. Interest crediting rates are subject to change and certificate product owners can surrender their certificates without penalty at the end of a term. Currently offered ACC certificates (listed above), as well as certain certificates previously issued by ACC (not listed above), contain renewal features which enable certificate owners to renew their certificate term until certificate maturity. Accordingly, certificate products that are currently outstanding in their renewal periods or are exercised for renewal in the future are, and continue to be, liabilities of ACC until their redemption or maturity, whether or not such certificates are available for new sales. ACC guarantees the return of principal, as well as interest once it has been credited, less any penalties that apply, for each of the certificates offered.

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.

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.

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 and commercial mortgage backed securities, asset backed securities, syndicated loans, and commercial mortgage loans, U.S. government and government agency securities,obligations, state and municipal bonds,obligations, corporate bonds, equitydebt securities, equity index options and other securities meeting specified standards. So long as ACC wishes to rely on the SEC order, as a condition to the order, ACC has agreed to maintain an amount of unappropriated retained earnings and capital equal to at least 5% of certificate reserves (less outstanding certificate loans). To the extent that payment of a dividend would decrease the capital ratio below the required 5%,

payment of a dividend would be restricted. In determining compliance with this condition, qualified assets are valued in accordance with the provisions of Minnesota Statutes where such provisions are applicable.

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

Following conversion of ACC’s affiliate Ameriprise National Trust Bank into a federal savings bank (“Ameriprise Bank”) in May 2019,, Ameriprise Financial continuescontinued 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, needs toas 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 thesecertain 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. Compliance with bank holding company laws and regulation could impact the structure and availability of certain of our products and our costs in providing those products. Costs of compliance may be driven by how these laws and regulations and the scale of Ameriprise Bank evolves over the course of time.

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.

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

During periodsIf there is a return to a period of falling interest rates or stagnancy ofprolonged 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.

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, greater investments in technology and analytics or have greater financial resources. Furthermore, ACC’s competitors may be better able to address trends, structural changes, or movement of assets resulting from industry changes in response to the uncertain regulatory environment in the supervisionU.S. and regulationaround the world.

ACC is dependent on the financial advisors of AFS for all of the sales of its certificate products. A significant number of such financial industryadvisors operate as independent contractors under a franchise agreement with AFS. The market for 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.

The 2010 Dodd-Frank Wall Street Reformdetermination of the amount of allowances varies by investment type and Consumer Protection Act (“Dodd-Frank Act”) called for sweeping changesis 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 supervision and regulationestimated fair value of the financial services industry designed to provide for greater oversight of financial industry participants, reduce risk in banking practicessecurity 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.

ACC invests a portion of its assets in privately placed fixed income securities and derivatives trading, enhance public company corporate governance practicescommercial 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, 2022, commercial mortgage loans and executive compensation disclosures, and provide greater protections to individual consumers and investors.

The U.K. Financial Conduct Authority (“FCA”), which regulates LIBOR, has announced that it will not compel panel banks to contribute to LIBOR rates after 2021. It is likely that banks will not continue to provide submissions for the calculationelimination of LIBOR after 2021 and possibly priortransition to then. It is expected that a transition away from the widespread use of LIBOR to alternative rates will occur over the next two years. Actions by regulators have resulted in the establishment of alternative reference rates to LIBOR in most major currencies. The U.S. Federal Reserve, based on the recommendations of the New York Federal Reserve’s Alternative Reference Rate Committee (constituted of major derivative market participants and their regulators), has begun publishing a Secured Overnight Funding Rate (“SOFR”) which is intended to replace U.S. dollar LIBOR, and SOFR-based investment products have been issued in the U.S. Proposals for alternative reference rates for other currencies have also been announced or have already begun publication. Markets are slowly developing in response to these new rates and questions around liquidity in these rates and how to appropriately adjust these rates to eliminate any economic value transfer at the time of transition remain a significant concern for ACC and others in the marketplace. Although the full impact of transition remains unclear, this change 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. IfU.S. Dollar LIBOR is discontinued after 2021 as expected, there willanticipated to be uncertainty or differences inphased out by June 30, 2023, and replaced by the calculation of the applicable interest rate or payment amount depending on the terms of the governing instruments.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 and implement necessary changes to ACC’s systems, processes and models. This may impact ACC’s existing transaction data, products, systems, operations, and valuation and financial risk management processes.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 in its business, and any other assets or liabilities (as well as contractual rights and obligations) whose, 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.in use.

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.

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

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

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

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 breakdowns, cybersecurity attacks, or other security breaches (including attempted breaches or inadvertent breaches)disclosures) 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. Negative perceptionsAdditionally, a failure to develop new products and services, or successfully manage associated operational risks, could harm ACC’s reputation and potentially expose ACC to additional costs, or negative public relations or social media campaigns. Any negative incidents can quickly erode trust and confidence, particularly if they result in adverse mainstream and social media publicity, regarding these matters could damage ACC’sgovernmental investigations or its affiliates’ reputation among existing and potential customers, investors, employees of 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 mistakes can occur in ACC’s business. ACC and its affiliates cannot always deter misconduct of employees of ACC’s affiliates, and the precautions its affiliates take to prevent and detect this activity may not be effective in all cases. Preventing and detecting misconduct among ACC’s affiliates franchisee advisors presents additional challenges and could have an adverse effect on ACC’s business. ACC’s reputation is also dependentdepends on its continued identification of and mitigation

against conflicts of interest, including those relating to the activities of its affiliated entities. For example, conflicts may arise between ACC’s position as a manufacturer of certificate products and the position of aninterest. ACC affiliate, AFS, as the distributor of these products. ACC and its affiliated entities havehas procedures and controls in place that are designed to identify, address conflicts of interest. However, identifying and appropriately dealing withdisclose perceived conflicts of interest, is complex andthough 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 willingappropriately.

Climate change may occur, which wouldincrease the severity and frequency of weather-related catastrophes, or adversely affect ACC’s business.

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 clientclients’, employees’ and advisors’ personal information, as well as proprietary information, and to conduct many business activities and transactions with clients, AFS’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

Employees of ACC’s affiliates, as well as service providers, have also been threatened by, ACC and its affiliates have includedamong 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 2019, and ACC does not expect a reduction in the future. Anyevery 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 AFS’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.

ACCOn a corporate basis, various laws and itsregulations, and in some cases contractual obligations, require ACC’s affiliates have implementedto establish and maintain securitycorporate policies and technical and operational measures designed to protect against breaches of corporate securitysensitive client, employee, contractor and other interference with corporate systemsvendor information, and networks resulting from attacks by third parties, including hackers, and from employee error or malfeasance.to respond to cybersecurity incidents. ACC’s affiliates have established policies and implemented such technical and operational measures and have in place policies that require AFS’s independentservice providers and franchisee advisors, whoeach of which control locally control their own technology operations, to do the same. The increase in hybrid working among ACC’s and its affiliates’ employees adds complexity to monitoring and processing procedures. Changes in ACC’s business or technological advancements may also require corresponding changes in ACC’s systems, networks and data security and response measures. While accessing ACC and its affiliates also contractually require third-party vendors, who in the provisionproducts and services, ACC’s customers may use computers and other devices that sit outside of services to ACC and its affiliates are provided with access to systems and information pertaining to ACC’s business or its clients, to meet certain physical and information security standards. ACC’s affiliates recommend through policies that AFS’s independent franchisee advisors docontrol 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.threats and report incidents they suffer. As these threats, and government and regulatory oversight of associated risks, continue to evolve, ACC may be required to expend additional resources to enhance or expand upon the technical and operational security and response measures ACC and its affiliates (as well as certain parties we do not control) currently maintain.

Despite the measures ACC and its affiliates havehas taken and may in the future take to address and mitigate cybersecurity, privacy and technology risks, ACC cannot assurebe certain that the systems and networks of ACC and its affiliates systems and networks will not be subject to successful attacks, breaches or interference. Nor can ACC assurebe certain that parties its affiliates do not controlAFS franchise advisors will comply with ACC’sACC 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 itsprotect ACC’s technology infrastructure and the confidentiality of sensitive data and conductsconduct appropriate incident response, ACC may incur significant expenses in connection with theACC’s responses to any such attacks, as well as the adoption, implementation and maintenance of appropriate security measures. In addition, ACC could also suffer harmand its affiliates regulators may seek to its 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 regardlesscontrol much of whether or not harm was actually donethe physical office space and technology infrastructure they use to any client or client information. ACC cannot be certain that advances in criminal capabilities, discovery of new vulnerabilities, attempts to exploit vulnerabilities in ACC’s systems or third-party systems ACC uses, data thefts, physical system or network break-ins or inappropriate access, or other developments will not compromise or breach the technology or other security measures protecting the networks used in connection with ACC’s products and services.operate their businesses locally.

Operating errors and system or network interruptions could delay and disrupt ACC’s ability to develop, deliver or maintain products and services, or to operate compliance or risk management functions, causing harm to ACC’s business and reputation and resulting in loss of clients or revenue.operations. Interruptions could be caused by mistake, malfeasance or other operational failures arising fromby service provider staff or employee error or malfeasance, interference by third parties, including hackers, ACC’s implementation of new technology, as well as from maintenance of existing technology.technology or natural disasters, each of which may impact ACC’s ability to run its systems or encounter varying downtime. Though ACC plans for resiliency in its systems, it could face additional downtime or data loss if its plans do not work as expected. ACC’s financial, accounting, data processing or other operating systems and facilities may fail to operate or report data properly, experience connectivity disruptions or otherwise become disabled as a result of events that are wholly or partially beyond ACC’s control, adversely affecting ACC’s ability to process transactions or provide products and services to clients. These interruptions can include fires, floods, earthquakes

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

ACC has devoted significant resources to develop risk management policies and procedures and will continue to do so. Nonetheless, ACC’s policies and procedures to identify, monitor and manage risks may not be fully effective in mitigating ACC’s risk exposure in all market environments or against all types of risk. Many of ACC’s methods of managing risk and the associated exposures are based upon observed historical market behavior or statistics based on historical models. DuringExperience may not emerge as expected and during periods of market volatility or due to unforeseen events, the historically derived experience and correlations upon which these methods are based may not be valid. As a

Management of operational, legal and regulatory risks requires, among other things, policies and procedures to record properly and verify a large number of transactions and events, and these policies and procedures may not be fully effective in mitigating ACC’s risk exposure in all market environments or against all types of risk.risk, including those associated with ACC’s or its affiliates’ key vendors. Insurance and other traditional risk-shifting tools may be held by or available to ACC in order to manage certain exposures, but they are subject to terms such as deductibles, coinsurance, limits and policy exclusions, as well as risk of counterparty denial of coverage, default or insolvency.

None.

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

For a discussion of any material legal proceedings, see Note 1312 to ACC’sthe Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K, which areis incorporated herein by reference.

Not applicable.

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

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