AMERIPRISE CERTIFICATE CO - FORM 10-Q

Attached files

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EX-32 - EXHIBIT 32 - AMERIPRISE CERTIFICATE CO	accex32.htm
EX-31.2 - EXHIBIT 31.2 - AMERIPRISE CERTIFICATE CO	accex312.htm
EX-31.1 - EXHIBIT 31.1 - AMERIPRISE CERTIFICATE CO	accex311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2018


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

For the Transition Period from _________________________ to _________________________

Commission File No. 811-00002

AMERIPRISE CERTIFICATE COMPANY

(Exact name of registrant as specified in its charter)



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

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

Former name, former address and former fiscal year, if changed since last report: Not Applicable

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer o		Smaller reporting company o
Non-Accelerated Filer x		Emerging growth company o
Accelerated Filer o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

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



Class		Outstanding at August 6, 2018
Common Shares (par value $10 per share)		150,000 shares

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

AMERIPRISE CERTIFICATE COMPANY

FORM 10-Q

INDEX



Part I. Financial Information
Item 1. Financial Statements (Unaudited)
Consolidated Statements of Operations — Three months and six months ended June 30, 2018 and 2017				3
Consolidated Statements of Comprehensive Income — Three months and six months ended June 30, 2018 and 2017				4
Consolidated Balance Sheets — June 30, 2018 and December 31, 2017				5
Consolidated Statements of Shareholder's Equity — Six months ended June 30, 2018 and 2017				6
Consolidated Statements of Cash Flows — Six months ended June 30, 2018 and 2017				7
Notes to Consolidated Financial Statements				8
1. Basis of Presentation				8
2. Recent Accounting Pronouncements				8
3. Investments				9
4. Commercial Mortgage, Syndicated and Certificate Loans				13
5. Fair Values of Assets and Liabilities				14
6. Offsetting Assets and Liabilities				19
7. Derivatives and Hedging Activities				20
8. Contingencies				21
9. Shareholder’s Equity				22
10. Income Taxes				22
Item 2. Management’s Narrative Analysis				23
Item 4. Controls and Procedures				24

Part II. Other Information				25
Item 1. Legal Proceedings				25
Item 1A. Risk Factors				25
Item 6. Exhibits				25
Signatures				26

AMERIPRISE CERTIFICATE COMPANY

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)



	Three Months Ended June 30,					Six Months Ended June 30,
	2018			2017		2018		2017
	(in thousands)
Investment income	$	42,744		$	35,100	$	83,381	$	68,124
Investment expenses	10,454			9,251		20,345		18,424
Net investment income before provision for certificate reserves and income taxes	32,290			25,849		63,036		49,700
Net provision for certificate reserves	18,393			10,542		33,355		20,702
Net investment income before income taxes	13,897			15,307		29,681		28,998
Income tax expense	3,729			5,503		7,562		10,746
Net investment income, after-tax	10,168			9,804		22,119		18,252

Net realized gain (loss) on investments before income taxes	(221		)	7,192		600		8,897
Income tax expense (benefit)	(46		)	2,517		126		3,114
Net realized gain (loss) on investments, after-tax	(175		)	4,675		474		5,783
Net income	$	9,993		$	14,479	$	22,593	$	24,035

Supplemental Disclosures:
Total other-than-temporary impairment losses on securities	$	—		$	—	$	—	$	—
Portion of loss recognized in other comprehensive income (loss) (before taxes)	—			—		—		(193		)
Net impairment losses recognized in net realized gain (loss) on investments	$	—		$	—	$	—	$	(193	)
See Notes to Consolidated Financial Statements.

AMERIPRISE CERTIFICATE COMPANY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)



	Three Months Ended June 30,						Six Months Ended June 30,
	2018			2017			2018			2017
	(in thousands)
Net income	$	9,993		$	14,479		$	22,593		$	24,035
Other comprehensive income (loss), net of tax:
Net unrealized gains (losses) on securities:
Net unrealized securities gains (losses) arising during the period	(2,727		)	10,567			(23,411		)	15,523
Reclassification of net securities (gains) losses included in net income	233			(4,673		)	(304		)	(5,779		)
Total other comprehensive income (loss), net of tax	(2,494		)	5,894			(23,715		)	9,744
Total comprehensive income (loss)	$	7,499		$	20,373		$	(1,122	)	$	33,779
See Notes to Consolidated Financial Statements.

AMERIPRISE CERTIFICATE COMPANY

CONSOLIDATED BALANCE SHEETS (UNAUDITED)



	June 30, 2018			December 31, 2017
	(in thousands, except share data)
Assets
Qualified Assets
Cash and cash equivalents	$	390,978		$	68,471
Investments in unaffiliated issuers	6,963,983			6,755,381
Receivables	26,995			29,037
Derivative assets	37,463			54,346
Total qualified assets	7,419,419			6,907,235
Deferred taxes, net	1,883			736
Taxes receivable from parent	862			3,874
Total assets	$	7,422,164		$	6,911,845

Liabilities and Shareholder's Equity
Liabilities
Certificate reserves	$	6,918,535		$	6,400,324
Taxes payable to parent	4,684			5,402
Derivative liabilities	29,747			46,756
Payable for investment securities purchased	68,024			56,778
Due to related party and other liabilities	39,960			43,249
Total liabilities	7,060,950			6,552,509

Shareholder's Equity
Common shares ($10 par value, 150,000 shares authorized and issued)	1,500			1,500
Additional paid-in capital	255,517			252,517
Total retained earnings	133,537			110,946
Accumulated other comprehensive income (loss), net of tax	(29,340		)	(5,627		)
Total shareholder's equity	361,214			359,336
Total liabilities and shareholder's equity	$	7,422,164		$	6,911,845
See Notes to Consolidated Financial Statements.

AMERIPRISE CERTIFICATE COMPANY

CONSOLIDATED STATEMENTS OF SHAREHOLDER’S EQUITY (UNAUDITED)



	Number of Outstanding Shares	Common Shares		Additional Paid-In Capital		Retained Earnings							Accumulated Other Comprehensive Income (Loss), Net of Tax			Total
	Number of Outstanding Shares	Common Shares		Additional Paid-In Capital		Appropriated for Pre-Declared Additional Credits and Interest		Appropriated for Additional Interest on Advance Payments		Unappropriated			Accumulated Other Comprehensive Income (Loss), Net of Tax			Total
	(in thousands, except share data)
Balance at January 1, 2017	150,000	$	1,500	$	247,517	$	—	$	15	$	81,925		$	(5,165	)	$	325,792
Comprehensive income (loss):
Net income	—	—		—		—		—		24,035			—			24,035
Other comprehensive income (loss), net of tax	—	—		—		—		—		—			9,744			9,744
Total comprehensive income (loss)																33,779
Receipt of capital from parent	—	—		5,000		—		—		—			—			5,000
Balance at June 30, 2017	150,000	$	1,500	$	252,517	$	—	$	15	$	105,960		$	4,579		$	364,571

Balance at January 1, 2018	150,000	$	1,500	$	252,517	$	23	$	15	$	110,908		$	(5,627	)	$	359,336
Cumulative effect of change in accounting policies	—	—		—		—		—		(2		)	2			—
Comprehensive income (loss):
Net income	—	—		—		—		—		22,593			—			22,593
Other comprehensive income (loss), net of tax	—	—		—		—		—		—			(23,715		)	(23,715		)
Total comprehensive income (loss)																(1,122		)
Transfer to appropriated from unappropriated	—	—		—		628		—		(628		)	—			—
Receipt of capital from parent	—	—		3,000		—		—		—			—			3,000
Balance at June 30, 2018	150,000	$	1,500	$	255,517	$	651	$	15	$	132,871		$	(29,340	)	$	361,214
See Notes to Consolidated Financial Statements.

AMERIPRISE CERTIFICATE COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)



	Six Months Ended June 30,
	2018			2017
	(in thousands)
Cash Flows from Operating Activities
Net income	$	22,593		$	24,035
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Amortization of premiums, accretion of discounts, net	(2,107		)	11,218
Deferred income tax expense (benefit)	19			(18		)
Net realized (gain) loss on Available-for-Sale securities	(385		)	(9,084		)
Other net realized (gain) loss	(215		)	(6		)
Other-than-temporary impairments and provision for loan loss	—			193
Changes in operating assets and liabilities:
Dividends and interest receivable	1,567			(402		)
Certificate reserves, net	926			453
Deferred taxes, net	6,305			(5,246		)
Taxes payable to/receivable from parent, net	2,294			8,102
Derivatives, net of collateral	(276		)	(131		)
Other liabilities	(3,486		)	341
Other receivables	(280		)	47
Other, net	407			187
Net cash provided by (used in) operating activities	27,362			29,689

Cash Flows from Investing Activities
Available-for-Sale securities:
Sales	360,976			85,393
Maturities, redemptions and calls	1,505,512			1,047,434
Purchases	(2,077,918		)	(1,387,964		)
Syndicated loans, commercial mortgage loans and real estate owned:
Sales, maturities and repayments	32,472			23,316
Purchases and fundings	(46,383		)	(37,534		)
Equity securities:
Sales	35			—
Certificate loans, net	166			63
Net cash provided by (used in) investing activities	(225,140		)	(269,292		)

Cash Flows from Financing Activities
Payments from certificate holders and other additions	2,898,676			2,507,375
Certificate maturities and cash surrenders	(2,381,391		)	(2,210,677		)
Capital contribution from parent	3,000			5,000
Net cash provided by (used in) financing activities	520,285			301,698

Net increase (decrease) in cash and cash equivalents	322,507			62,095
Cash and cash equivalents at beginning of period	68,471			134,189
Cash and cash equivalents at end of period	$	390,978		$	196,284

Supplemental disclosures including non-cash transactions:
Cash paid (received) for income taxes	$	8,027		$	5,377
Cash paid for interest	33,422			22,726
See Notes to Consolidated Financial Statements.

AMERIPRISE CERTIFICATE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. Basis of Presentation

Ameriprise Certificate Company (“ACC”) is a wholly owned subsidiary of Ameriprise Financial, Inc. (“Ameriprise Financial” or the “Parent”). ACC is registered as an investment company under the Investment Company Act of 1940. The accompanying Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). ACC uses the consolidation method of accounting for its wholly owned subsidiary, Investors Syndicate Development Corp. The interim financial information in this report has not been audited. In the opinion of management, all adjustments necessary for a fair presentation of the consolidated results of operations and financial position for the interim periods have been made. All adjustments made were of a normal recurring nature. Results of operations reported for interim periods are not necessarily indicative of results for the entire year. These Consolidated Financial Statements and Notes should be read in conjunction with the Consolidated Financial Statements and Notes in the Annual Report on Form 10-K of ACC for the year ended December 31, 2017, filed with the Securities and Exchange Commission (“SEC”) on February 23, 2018 (“2017 10-K”).

ACC evaluated events or transactions that occurred after the consolidated balance sheet date for potential recognition or disclosure through the date the consolidated financial statements were issued. No subsequent events or transactions were identified.

2. Recent Accounting Pronouncements

Adoption of New Accounting Standards

Financial Instruments – Recognition and Measurement of Financial Assets and Financial Liabilities

In January 2016, the Financial Accounting Standards Board (“FASB”) updated the accounting standards on the recognition and measurement of financial instruments. The update requires entities to carry marketable equity securities, excluding investments in securities that qualify for the equity method of accounting, at fair value with changes in fair value reflected in net income each reporting period. The update affects other aspects of accounting for equity instruments, as well as the accounting for financial liabilities utilizing the fair value option. The update eliminates the requirement to disclose the methods and assumptions used to estimate the fair value of financial assets or liabilities held at cost on the balance sheet and requires entities to use the exit price notion when measuring the fair value of these financial instruments. The standard is effective for interim and annual periods beginning after December 15, 2017. ACC adopted the standard on January 1, 2018 using a modified retrospective approach. The adoption of the standard did not have a material impact on ACC’s consolidated results of operations or financial condition.

Future Adoption of New Accounting Standards

Income Statement – Reporting Comprehensive Income

In February 2018, the FASB updated the accounting standards related to the presentation of tax effects stranded in other comprehensive income (“OCI”). The update allows a reclassification from accumulated other comprehensive income (“AOCI”) to retained earnings for tax effects stranded in AOCI resulting from the legislation commonly referred to as the Tax Cuts and Jobs Act (“Tax Act”). The update is optional and entities may elect not to reclassify the stranded tax effects. The update is effective for fiscal years beginning after December 15, 2018. Entities may elect to record the impacts either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Act is recognized. Early adoption is permitted in any period. ACC is currently evaluating whether it will elect to reclassify the stranded tax effects and the potential impact to the consolidated financial condition.

Derivatives and Hedging – Targeted Improvements to Accounting for Hedging Activities

In August 2017, the FASB updated the accounting standards to amend the hedge accounting recognition and presentation requirements. The objectives of the update are to better align the financial reporting of hedging relationships to the economic results of an entity’s risk management activities and simplify the application of the hedge accounting guidance. The update also adds new disclosures and amends existing disclosure requirements. The standard is effective for interim and annual periods beginning after December 15, 2018, and should be applied on a modified retrospective basis. Early adoption is permitted. ACC is currently evaluating the impact of the standard on its consolidated results of operations and financial condition.

Financial Instruments – Measurement of Credit Losses

In June 2016, the FASB updated the accounting standards related to accounting for credit losses on certain types of financial instruments. The update replaces the current incurred loss model for estimating credit losses with a new model that requires an entity to estimate the credit losses expected over the life of the asset. Generally, the initial estimate of the expected credit losses and subsequent changes in the estimate will be reported in current period earnings and recorded through an allowance for credit losses on the balance sheet. The current credit loss model for Available-for-Sale debt securities does not change; however, the credit loss calculation and subsequent recoveries are required to be recorded through an allowance. The standard is effective for interim and annual periods beginning after December 15, 2019. Early adoption will be permitted for interim and annual periods beginning after December 15, 2018. A modified retrospective cumulative adjustment to retained earnings should be recorded as of the first reporting period in which the guidance is effective for loans, receivables, and other financial instruments subject to the new expected credit loss model. Prospective adoption is required for establishing an allowance related to Available-for-Sale debt securities, certain beneficial interests, and financial assets purchased with a more-than-insignificant amount of credit deterioration since origination. ACC is currently evaluating the impact of the standard on its consolidated results of operations and financial condition.

AMERIPRISE CERTIFICATE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

3. Investments

Investments in unaffiliated issuers were as follows:



	June 30, 2018		December 31, 2017
	(in thousands)
Available-for-Sale securities:
Fixed maturities, at fair value (amortized cost: 2018, $6,762,364; 2017, $6,556,338)	$	6,721,601	$	6,546,761
Common stocks, at fair value⁽¹⁾ (cost: 2017, $1,002)	—		1,000
Commercial mortgage loans and syndicated loans, at cost (less allowance for loan losses: 2018, $3,120; 2017, $3,283; fair value: 2018, $239,689; 2017, $207,681)	241,144		207,187
Equity securities, at fair value⁽¹⁾ (cost: 2018, $875)	971		—
Certificate loans — secured by certificate reserves, at cost, which approximates fair value	267		433
Total	$	6,963,983	$	6,755,381

⁽¹⁾ As of January 1, 2018, common stocks were reclassified from Available-for-Sale securities to Equity securities due to the adoption of a new accounting standard on recognition and measurement of financial instruments. See Note 2 for more information.

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



Description of Securities	June 30, 2018
Description of Securities	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Noncredit OTTI⁽¹⁾
	(in thousands)
Residential mortgage backed securities	$	2,692,189	$	7,602	$	(27,872	)	$	2,671,919	$	—
Corporate debt securities	927,424		250		(10,420		)	917,254		3
Commercial mortgage backed securities	936,583		649		(7,679		)	929,553		—
Asset backed securities	732,366		3,344		(6,123		)	729,587		—
State and municipal obligations	55,122		48		(694		)	54,476		—
U.S. government and agency obligations	1,418,680		158		(26		)	1,418,812		—
Total	$	6,762,364	$	12,051	$	(52,814	)	$	6,721,601	$	3



Description of Securities	December 31, 2017
Description of Securities	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Noncredit OTTI ⁽¹⁾
	(in thousands)
Residential mortgage backed securities	$	3,259,976	$	9,020	$	(12,669	)	$	3,256,327	$	—
Corporate debt securities	1,184,360		763		(4,833		)	1,180,290		3
Commercial mortgage backed securities	798,047		1,292		(3,876		)	795,463		—
Asset backed securities	758,477		3,452		(2,426		)	759,503		—
State and municipal obligations	58,380		166		(489		)	58,057		—
U.S. government and agency obligations	497,098		43		(20		)	497,121		—
Common stocks	1,002		168		(170		)	1,000		—
Total	$	6,557,340	$	14,904	$	(24,483	)	$	6,547,761	$	3

⁽¹⁾ Represents the amount of other-than-temporary impairment (“OTTI”) losses in accumulated other comprehensive income (loss). Amount includes unrealized gains and losses on impaired securities subsequent to the initial impairment measurement date. These amounts are included in gross unrealized gains and losses as of the end of the period.

As of June 30, 2018 and December 31, 2017, investment securities with a fair value of $39 thousand and $31 thousand, respectively, were pledged to meet contractual obligations under derivative contracts.

AMERIPRISE CERTIFICATE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

As of June 30, 2018 and December 31, 2017, fixed maturity securities comprised approximately 91% and 96%, respectively, of ACC’s total investments. Rating agency designations are based on the availability of ratings from Nationally Recognized Statistical Rating Organizations (“NRSROs”), including Moody’s Investors Service (“Moody’s”), Standard & Poor’s Ratings Services (“S&P”), and Fitch Ratings Ltd. (“Fitch”). ACC uses the median of available ratings from Moody’s, S&P and Fitch, or, if fewer than three ratings are available, the lower rating is used. When ratings from Moody’s, S&P and Fitch are unavailable, as is the case for many private placement securities, ACC may utilize ratings from other NRSROs or rate the securities internally. As of June 30, 2018 and December 31, 2017, approximately $36.1 million and $61.5 million, respectively, of securities were internally rated by Columbia Management Investment Advisers, LLC (“CMIA”), an affiliate of ACC, using criteria similar to those used by NRSROs.

A summary of fixed maturity securities by rating was as follows:



Ratings	June 30, 2018						December 31, 2017
Ratings	Amortized Cost		Fair Value		Percent of Total Fair Value		Amortized Cost		Fair Value		Percent of Total Fair Value
	(in thousands, except percentages)
AAA	$	5,199,283	$	5,168,628	77	%	$	4,526,696	$	4,519,506	69	%
AA	328,086		328,689		5		367,747		368,377		5
A	482,169		477,051		7		595,445		593,421		9
BBB	705,096		700,050		10		1,029,953		1,029,082		16
Below investment grade	47,730		47,183		1		36,497		36,375		1
Total fixed maturities	$	6,762,364	$	6,721,601	100	%	$	6,556,338	$	6,546,761	100	%

As of June 30, 2018 and December 31, 2017, approximately 28% and 37%, respectively, of the securities rated AAA were GNMA, FNMA and FHLMC mortgage backed securities.

The following tables provide information about Available-for-Sale securities with gross unrealized losses and the length of time that individual securities have been in a continuous unrealized loss position:



Description of Securities	June 30, 2018
	Less than 12 months						12 months or more						Total
	Number of Securities	Fair Value		Unrealized Losses			Number of Securities	Fair Value		Unrealized Losses			Number of Securities	Fair Value		Unrealized Losses
	(in thousands, except number of securities)
Residential mortgage backed securities	112	$	1,319,655	$	(19,454	)	80	$	546,663	$	(8,418	)	192	$	1,866,318	$	(27,872	)
Corporate debt securities	57	662,398		(7,261		)	14	168,424		(3,159		)	71	830,822		(10,420		)
Commercial mortgage backed securities	22	400,001		(4,536		)	18	112,654		(3,143		)	40	512,655		(7,679		)
Asset backed securities	33	442,863		(4,949		)	13	73,851		(1,174		)	46	516,714		(6,123		)
State and municipal obligations	11	34,547		(519		)	3	4,520		(175		)	14	39,067		(694		)
U.S. government and agency obligations	7	499,026		(26		)	—	—		—			7	499,026		(26		)
Total	242	$	3,358,490	$	(36,745	)	128	$	906,112	$	(16,069	)	370	$	4,264,602	$	(52,814	)

AMERIPRISE CERTIFICATE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)



Description of Securities	December 31, 2017
	Less than 12 months						12 months or more						Total
	Number of Securities	Fair Value		Unrealized Losses			Number of Securities	Fair Value		Unrealized Losses			Number of Securities	Fair Value		Unrealized Losses
	(in thousands, except number of securities)
Residential mortgage backed securities	67	$	1,078,412	$	(5,833	)	89	$	664,954	$	(6,836	)	156	$	1,743,366	$	(12,669	)
Corporate debt securities	55	715,852		(2,161		)	23	257,891		(2,672		)	78	973,743		(4,833		)
Commercial mortgage backed securities	12	183,428		(1,721		)	18	119,790		(2,155		)	30	303,218		(3,876		)
Asset backed securities	23	297,823		(1,466		)	18	110,842		(960		)	41	408,665		(2,426		)
State and municipal obligations	8	17,906		(430		)	4	5,891		(59		)	12	23,797		(489		)
U.S. government and agency obligations	1	49,900		(20		)	—	—		—			1	49,900		(20		)
Common stocks	1	56		(4		)	3	661		(166		)	4	717		(170		)
Total	167	$	2,343,377	$	(11,635	)	155	$	1,160,029	$	(12,848	)	322	$	3,503,406	$	(24,483	)

As part of ACC’s ongoing monitoring process, management determined that the change in gross unrealized losses on its Available-for-Sale securities is primarily attributable to an increase in interest rates as well as widening credit spreads.

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



	Three Months Ended June 30,					Six Months Ended June 30,
	2018		2017			2018		2017
	(in thousands)
Beginning balance	$	—	$	46,715		$	—	$	46,522
Reductions for securities sold during the period (realized)	—		(46,715		)	—		(46,715		)
Credit losses for which an other-than-temporary impairment was previously recognized	—		—			—		193
Ending balance	$	—	$	—		$	—	$	—

The change in net unrealized securities gains (losses) in other comprehensive income (loss) includes two components, net of tax: (i) unrealized gains (losses) that arose from changes in the market value of securities that were held during the period and (ii) (gains) losses that were previously unrealized, but have been recognized in current period net income due to sales of Available-for-Sale securities and due to the reclassification of noncredit other-than-temporary impairment losses to credit losses.

AMERIPRISE CERTIFICATE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

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



	Net Unrealized Investment Gains (Losses)			Deferred Income Tax			Accumulated Other Comprehensive Income (Loss) Related to Net Unrealized Investment Gains (Losses)
	(in thousands)
Balance at January 1, 2017	$	(8,195	)	$	3,030			$	(5,165	)
Net unrealized securities gains (losses) arising during the period ⁽¹⁾	24,349			(8,826		)		15,523
Reclassification of (gains) losses included in net income	(8,891		)	3,112				(5,779		)
Balance at June 30, 2017	$	7,263		$	(2,684	)		$	4,579		⁽²⁾

Balance at January 1, 2018	$	(9,579	)	$	3,952			$	(5,627	)
Cumulative effect of change in accounting policies	3			(1		)		2
Net unrealized securities gains (losses) arising during the period ⁽¹⁾	(30,802		)	7,391				(23,411		)
Reclassification of (gains) losses included in net income	(385		)	81				(304		)
Balance at June 30, 2018	$	(40,763	)	$	11,423			$	(29,340	)	⁽²⁾

⁽¹⁾Net unrealized securities gains (losses) arising during the period include other-than-temporary impairment losses on Available-for-Sale securities related to factors other than credit that were recognized in other comprehensive income (loss) during the period.

⁽²⁾ Includes $2 thousand and $1.9 million of noncredit related impairments on securities and net unrealized securities gains (losses) on previously impaired securities as of June 30, 2018 and 2017, respectively.

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



	Three Months Ended June 30,						Six Months Ended June 30,
	2018			2017			2018			2017
	(in thousands)
Gross realized gains	$	10		$	9,212		$	910		$	11,107
Gross realized losses	(305		)	(2,023		)	(525		)	(2,023		)
Other-than-temporary impairments	—			—			—			(193		)
Total	$	(295	)	$	7,189		$	385		$	8,891

Other-than-temporary impairments for the six months ended June 30, 2017 are related to credit losses on non-agency residential mortgage backed securities.

Available-for-Sale securities by contractual maturity as of June 30, 2018 were as follows:



	Amortized Cost		Fair Value
	(in thousands)
Due within one year	$	1,612,875	$	1,611,758
Due after one year through five years	788,141		778,541
Due after five years through 10 years	—		—
Due after 10 years	210		243
	2,401,226		2,390,542
Residential mortgage backed securities	2,692,189		2,671,919
Commercial mortgage backed securities	936,583		929,553
Asset backed securities	732,366		729,587
Total	$	6,762,364	$	6,721,601

Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations. Residential mortgage backed securities, commercial mortgage backed securities and asset backed securities are not due at a single maturity date. As such, these securities were not included in the maturities distribution.

AMERIPRISE CERTIFICATE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

4. Commercial Mortgage, Syndicated and Certificate Loans

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

Allowance for Loan Losses

The following table presents a rollforward of the allowance for loan losses for commercial mortgage loans and syndicated loans for the six months ended and the ending balance of the allowance for loan losses by impairment method:



	June 30,
	2018			2017
	(in thousands)
Beginning balance	$	3,283		$	3,283
Charge-offs	(163		)	—
Provisions	—			—
Ending balance	$	3,120		$	3,283

Individually evaluated for impairment	$	—		$	—
Collectively evaluated for impairment	3,120			3,283

The recorded investment in commercial mortgage loans and syndicated loans by impairment method was as follows:



	June 30, 2018		December 31, 2017
	(in thousands)
Individually evaluated for impairment	$	—	$	—
Collectively evaluated for impairment	244,264		210,470
Total	$	244,264	$	210,470

Unearned income, unamortized premiums and discounts, and net unamortized deferred fees and costs are not material to ACC’s total loan balance.

During the three months and six months ended June 30, 2018, ACC purchased $49.2 million and $57.4 million, respectively, of syndicated loans. During the three months and six months ended June 30, 2017, ACC purchased $12.9 million and $28.7 million, respectively, of syndicated loans. During the three months and six months ended June 30, 2018, ACC sold $6.0 million and $6.4 million, respectively, of syndicated loans. During the three months and six months ended June 30, 2017, ACC sold $1.1 million and $1.2 million, respectively, of syndicated loans.

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

Credit Quality Information

Nonperforming loans, which are generally loans 90 days or more past due, were nil as of June 30, 2018 and December 31, 2017. All loans were considered to be performing.

Commercial Mortgage Loans

ACC reviews the credit worthiness of the borrower and the performance of the underlying properties in order to determine the risk of loss on commercial mortgage loans. Based on this review, the commercial mortgage loans are assigned an internal risk rating, which management updates as necessary. Commercial mortgage loans which management has assigned its highest risk rating were nil as of June 30, 2018 and December 31, 2017. Loans with the highest risk rating represent distressed loans which ACC has identified as impaired or expects to become delinquent or enter into foreclosure within the next six months. In addition, ACC reviews the concentrations of credit risk by region and property type.

AMERIPRISE CERTIFICATE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

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



	Loans				Percentage
	June 30, 2018		December 31, 2017		June 30, 2018		December 31, 2017
	(in thousands)
East North Central	$	5,837	$	6,029	5	%	5	%
East South Central	4,575		4,891		4		4
Middle Atlantic	14,747		11,887		14		11
Mountain	10,138		10,452		9		10
New England	7,490		7,586		7		7
Pacific	30,996		32,386		29		29
South Atlantic	22,196		23,694		20		22
West North Central	6,423		6,706		6		6
West South Central	6,779		6,354		6		6
	109,181		109,985		100	%	100	%
Less: allowance for loan losses	2,341		2,341
Total	$	106,840	$	107,644

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



	Loans				Percentage
	June 30, 2018		December 31, 2017		June 30, 2018		December 31, 2017
	(in thousands)
Apartments	$	27,572	$	23,840	25	%	21	%
Industrial	26,167		25,025		24		23
Mixed use	7,877		4,580		7		4
Office	11,660		11,872		11		11
Retail	33,245		34,934		30		32
Hotel	693		777		1		1
Other	1,967		8,957		2		8
	109,181		109,985		100	%	100	%
Less: allowance for loan losses	2,341		2,341
Total	$	106,840	$	107,644

Syndicated Loans

The recorded investment in syndicated loans as of June 30, 2018 and December 31, 2017 was $135.1 million and $100.5 million, respectively. ACC’s syndicated loan portfolio is diversified across industries and issuers. The primary credit indicator for syndicated loans is whether the loans are performing in accordance with the contractual terms of the syndication.

Troubled Debt Restructurings

There were no loans restructured by ACC during the three months and six months ended June 30, 2018 and 2017. There are no material commitments to lend additional funds to borrowers whose loans have been restructured.

5. Fair Values of Assets and Liabilities

GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; that is, an exit price. The exit price assumes the asset or liability is not exchanged subject to a forced liquidation or distressed sale.

Valuation Hierarchy

ACC categorizes its fair value measurements according to a three-level hierarchy. The hierarchy prioritizes the inputs used by ACC’s valuation techniques. A level is assigned to each fair value measurement based on the lowest level input that is significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are defined as follows:


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

AMERIPRISE CERTIFICATE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)


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


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

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



	June 30, 2018
	Level 1		Level 2		Level 3		Total
	(in thousands)
Assets
Cash equivalents	$	—	$	367,299	$	—	$	367,299
Available-for-Sale securities:
Residential mortgage backed securities	—		2,620,854		51,065		2,671,919
Corporate debt securities	—		875,494		41,760		917,254
Commercial mortgage backed securities	—		889,553		40,000		929,553
Asset backed securities	—		717,254		12,333		729,587
State and municipal obligations	—		54,476		—		54,476
U.S. government and agency obligations	1,418,812		—		—		1,418,812
Total Available-for-Sale securities	1,418,812		5,157,631		145,158		6,721,601
Equity securities	491		480		—		971
Equity derivative contracts	1		37,462		—		37,463
Total assets at fair value	$	1,419,304	$	5,562,872	$	145,158	$	7,127,334

Liabilities
Stock market certificate embedded derivatives	$	—	$	9,893	$	—	$	9,893
Equity derivative contracts	—		29,747		—		29,747
Total liabilities at fair value	$	—	$	39,640	$	—	$	39,640



	December 31, 2017
	Level 1		Level 2		Level 3		Total
	(in thousands)
Assets
Cash equivalents	$	—	$	51,296	$	—	$	51,296
Available-for-Sale securities:
Residential mortgage backed securities	—		3,187,617		68,710		3,256,327
Corporate debt securities	—		1,112,949		67,341		1,180,290
Commercial mortgage backed securities	—		795,463		—		795,463
Asset backed securities	—		759,503		—		759,503
State and municipal obligations	—		58,057		—		58,057
U.S. government and agency obligations	497,121		—		—		497,121
Common stocks	545		427		28		1,000
Total Available-for-Sale securities	497,666		5,914,016		136,079		6,547,761
Equity derivative contracts	—		54,346		—		54,346
Total assets at fair value	$	497,666	$	6,019,658	$	136,079	$	6,653,403

Liabilities
Stock market certificate embedded derivatives	$	—	$	9,734	$	—	$	9,734
Equity derivative contracts	3		46,753		—		46,756
Total liabilities at fair value	$	3	$	56,487	$	—	$	56,490

AMERIPRISE CERTIFICATE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

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



	Available-for-Sale Securities
	Residential Mortgage Backed Securities			Corporate Debt Securities			Commercial Mortgage Backed Securities		Asset Backed Securities		Total
	(in thousands)
Balance, April 1, 2018	$	62,052		$	67,025		$	—	$	—	$	129,077
Total gains (losses) included in:
Net income	(19		)	(99		)	—		—		(118		)	⁽¹⁾
Other comprehensive income (loss)	75			(166		)	—		—		(91		)
Purchases	—			—			40,000		12,333		52,333
Settlements	(8,773		)	(25,000		)	—		—		(33,773		)
Transfers out of Level 3	(2,270		)	—			—		—		(2,270		)
Balance, June 30, 2018	$	51,065		$	41,760		$	40,000	$	12,333	$	145,158
Changes in unrealized gains (losses) relating to assets held at June 30, 2018	$	(19	)	$	(15	)	$	—	$	—	$	(34	)	⁽¹⁾



	Available-for-Sale Securities
	Residential Mortgage Backed Securities			Corporate Debt Securities			Asset Backed Securities		Common Stocks			Total
	(in thousands)
Balance, April 1, 2017	$	158,722		$	158,523		$	—	$	3,813		$	321,058
Total gains (losses) included in:
Net income	72			(123		)	2		—			(49		)	⁽¹⁾
Other comprehensive income (loss)	164			(78		)	10		9			105
Settlements	(11,611		)	(15,000		)	—		—			(26,611		)
Transfers into Level 3	—			—			3,037		161			3,198
Transfers out of Level 3	(65,133		)	—			—		(3,715		)	(68,848		)
Balance, June 30, 2017	$	82,214		$	143,322		$	3,049	$	268		$	228,853
Changes in unrealized gains (losses) relating to assets held at June 30, 2017	$	72		$	(122	)	$	2	$	—		$	(48	)	⁽¹⁾



	Available-for-Sale Securities														Equity Securities
	Residential Mortgage Backed Securities			Corporate Debt Securities			Commercial Mortgage Backed Securities		Asset Backed Securities		Total				Equity Securities
	(in thousands)
Balance, January 1, 2018	$	68,710		$	67,341		$	—	$	—	$	136,051			$	28
Total gains (losses) included in:
Net income	(24		)	(199		)	—		—		(223		)	⁽¹⁾	—
Other comprehensive income (loss)	(486		)	(382		)	—		—		(868		)		—
Purchases	—			—			40,000		12,333		52,333				—
Settlements	(14,865		)	(25,000		)	—		—		(39,865		)		—
Transfers out of Level 3	(2,270		)	—			—		—		(2,270		)		(28		)
Balance, June 30, 2018	$	51,065		$	41,760		$	40,000	$	12,333	$	145,158			$	—
Changes in unrealized gains (losses) relating to assets held at June 30, 2018	$	(16	)	$	(30	)	$	—	$	—	$	(46	)	⁽¹⁾	$	—

AMERIPRISE CERTIFICATE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)



	Available-for-Sale Securities
	Residential Mortgage Backed Securities			Corporate Debt Securities			Asset Backed Securities			Common Stocks			Total
	(in thousands)
Balance, January 1, 2017	$	153,183		$	154,156		$	30,788		$	717		$	338,844
Total gains (losses) included in:
Net income	88			(224		)	2			65			(69		)	⁽²⁾
Other comprehensive income (loss)	162			(277		)	10			228			123
Purchases	65,138			12,167			—			—			77,305
Sales	—			—			—			(151		)	(151		)
Settlements	(21,395		)	(22,500		)	—			—			(43,895		)
Transfers into Level 3	—			—			3,037			3,568			6,605
Transfers out of Level 3	(114,962		)	—			(30,788		)	(4,159		)	(149,909		)
Balance, June 30, 2017	$	82,214		$	143,322		$	3,049		$	268		$	228,853
Changes in unrealized gains (losses) relating to assets held at June 30, 2017	$	93		$	(221	)	$	2		$	—		$	(126	)	⁽¹⁾

⁽¹⁾ Included in investment income in the Consolidated Statements of Operations.

⁽²⁾ Represents a $134 thousand loss included in investment income and a $65 thousand gain included in net realized gain (loss) on investments in the Consolidated Statements of Operations.

Securities transferred from Level 3 primarily represent securities with fair values that are now obtained from a third-party pricing service with observable inputs. Securities transferred to Level 3 represent securities with fair value that are now based on a single non-binding broker quote. ACC recognizes transfers between levels of the fair value hierarchy as of the beginning of the quarter in which each transfer occurred. For assets and liabilities held at the end of the reporting periods that are measured at fair value on a recurring basis, there were no transfers between Level 1 and Level 2.

The following tables provide a summary of the significant unobservable inputs used in the fair value measurements developed by ACC or reasonably available to ACC of Level 3 assets:



	June 30, 2018
	Fair Value		Valuation Technique	Unobservable Input	Range	Weighted Average
	(in thousands)
Corporate debt securities (private placements)	$	41,758	Discounted cash flow	Yield/spread to U.S. Treasuries	1.0% - 1.3%	1.1%



	December 31, 2017
	Fair Value		Valuation Technique	Unobservable Input	Range	Weighted Average
	(in thousands)
Corporate debt securities (private placements)	$	67,338	Discounted cash flow	Yield/spread to U.S. Treasuries	0.8% - 1.1%	0.9%

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

Sensitivity of Fair Value Measurements to Changes in Unobservable Inputs

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

AMERIPRISE CERTIFICATE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

Determination of Fair Value

ACC uses valuation techniques consistent with the market and income approaches to measure the fair value of its assets and liabilities. ACC’s market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. ACC’s income approach uses valuation techniques to convert future projected cash flows to a single discounted present value amount. When applying either approach, ACC maximizes the use of observable inputs and minimizes the use of unobservable inputs.

The following is a description of the valuation techniques used to measure fair value and the general classification of these instruments pursuant to the fair value hierarchy.

Cash Equivalents

Cash equivalents include highly liquid investments with original or remaining maturities at the time of purchase of 90 days or less. ACC’s cash equivalents are classified as Level 2 and measured at amortized cost, which is a reasonable estimate of fair value because of the short time between the purchase of the instrument and its expected realization.

Available-for-Sale and Equity Securities

When available, the fair value of securities is based on quoted prices in active markets. If quoted prices are not available, fair values are obtained from third-party pricing services, non-binding broker quotes, or other model-based valuation techniques. Level 1 securities include U.S. Treasuries and equity securities. Level 2 securities include residential mortgage backed securities, corporate bonds, commercial mortgage backed securities, asset backed securities, state and municipal obligations, and equity securities. The fair value of these Level 2 securities is based on a market approach with prices obtained from third-party pricing services. Observable inputs used to value these securities can include, but are not limited to, reported trades, benchmark yields, issuer spreads and non-binding broker quotes. Level 3 securities include certain non-agency residential mortgage backed securities, corporate bonds, commercial mortgage backed securities, asset backed securities and equity securities. The fair value of these Level 3 securities is typically based on a single non-binding broker quote. The underlying inputs used for some of the non-binding broker quotes are not readily available to ACC. ACC’s privately placed corporate bonds are typically based on a single non-binding broker quote. In addition to the general pricing controls, ACC reviews the broker prices to ensure that the broker quotes are reasonable and, when available, compares prices of privately issued securities to public issues from the same issuer to ensure that the implicit illiquidity premium applied to the privately placed investment is reasonable considering investment characteristics, maturity, and average life of the investment.

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

Derivatives

The variation margin on futures contracts is classified as Level 1. The fair value of derivatives that are traded in less active over-the-counter (“OTC”) markets is generally measured using pricing models with market observable inputs such as interest rates and equity index levels. These measurements are classified as Level 2 within the fair value hierarchy and include options. The counterparties’ nonperformance risk associated with uncollateralized derivative assets was immaterial as of June 30, 2018 and December 31, 2017. See Note 6 and Note 7 for further information on the credit risk of derivative instruments and related collateral.

Stock Market Certificate Embedded Derivatives

ACC uses various Black-Scholes calculations to determine the fair value of the embedded derivative liability associated with the provisions of its stock market certificates. The inputs to these calculations are primarily market observable and include interest rates, volatilities, and equity index levels. As a result, these measurements are classified as Level 2.

During the reporting periods, there were no material assets or liabilities measured at fair value on a nonrecurring basis.

AMERIPRISE CERTIFICATE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

The following tables provide the carrying value and the estimated fair value of financial instruments that are not reported at fair value. All other financial instruments that are reported at fair value have been included above in the tables with balances of assets and liabilities measured at fair value on a recurring basis.



	June 30, 2018
	Carrying Value		Fair Value
	Carrying Value		Level 1		Level 2		Level 3		Total
	(in thousands)
Financial Assets
Syndicated loans	$	134,304	$	—	$	119,589	$	14,331	$	133,920
Commercial mortgage loans	106,840		—		—		105,769		105,769
Certificate loans	267		—		267		—		267
Financial Liabilities
Certificate reserves	$	6,908,642	$	—	$	—	$	6,878,016	$	6,878,016



	December 31, 2017
	Carrying Value		Fair Value
	Carrying Value		Level 1		Level 2		Level 3		Total
	(in thousands)
Financial Assets
Syndicated loans	$	99,543	$	—	$	95,769	$	4,242	$	100,011
Commercial mortgage loans	107,644		—		—		107,670		107,670
Certificate loans	433		—		433		—		433
Financial Liabilities
Certificate reserves	$	6,390,590	$	—	$	—	$	6,374,247	$	6,374,247

See Note 4 for additional information on syndicated, commercial mortgage and certificate loans. Certificate reserves represent customer deposits for fixed rate certificates and stock market certificates.

6. Offsetting Assets and Liabilities

Certain derivative instruments are eligible for offset in the Consolidated Balance Sheets. ACC’s derivative instruments are subject to master netting and collateral arrangements and qualify for offset. A master netting arrangement with a counterparty creates a right of offset for amounts due to and from that same counterparty that is enforceable in the event of a default or bankruptcy. ACC’s policy is to recognize amounts subject to master netting arrangements on a gross basis in the Consolidated Balance Sheets.

The following tables present the gross and net information about ACC’s assets subject to master netting arrangements:



	June 30, 2018
	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Consolidated Balance Sheets		Amounts of Assets Presented in the Consolidated Balance Sheets		Gross Amounts Not Offset in the Consolidated Balance Sheets						Net Amount
	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Consolidated Balance Sheets				Financial Instruments⁽¹⁾			Cash Collateral			Net Amount
	(in thousands)
Derivatives:
OTC	$	37,462	$	—	$	37,462	$	(29,747	)	$	(6,706	)	$	1,009
Exchange-traded	1		—		1		—			—			1
Total	$	37,463	$	—	$	37,463	$	(29,747	)	$	(6,706	)	$	1,010

AMERIPRISE CERTIFICATE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)



	December 31, 2017
	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Consolidated Balance Sheets		Amounts of Assets Presented in the Consolidated Balance Sheets		Gross Amounts Not Offset in the Consolidated Balance Sheets						Net Amount
	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Consolidated Balance Sheets				Financial Instruments ⁽¹⁾			Cash Collateral			Net Amount
	(in thousands)
Derivatives:
OTC	$	54,346	$	—	$	54,346	$	(46,753	)	$	(6,883	)	$	710
Total	$	54,346	$	—	$	54,346	$	(46,753	)	$	(6,883	)	$	710

⁽¹⁾Represents the amount of assets that could be offset by liabilities with the same counterparty under master netting or similar arrangements that management elects not to offset on the Consolidated Balance Sheets.

The following tables present the gross and net information about ACC’s liabilities subject to master netting agreements:



	June 30, 2018
	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Consolidated Balance Sheets		Amounts of Liabilities Presented in the Consolidated Balance Sheets		Gross Amounts Not Offset in the Consolidated Balance Sheets					Net Amount
	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Consolidated Balance Sheets				Financial Instruments ⁽¹⁾			Cash Collateral		Net Amount
	(in thousands)
Derivatives:
OTC	$	29,747	$	—	$	29,747	$	(29,747	)	$	—	$	—
Total	$	29,747	$	—	$	29,747	$	(29,747	)	$	—	$	—



	December 31, 2017
	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Consolidated Balance Sheets		Amounts of Liabilities Presented in the Consolidated Balance Sheets		Gross Amounts Not Offset in the Consolidated Balance Sheets					Net Amount
	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Consolidated Balance Sheets				Financial Instruments ⁽¹⁾			Cash Collateral		Net Amount
	(in thousands)
Derivatives:
OTC	$	46,753	$	—	$	46,753	$	(46,753	)	$	—	$	—
Exchange-traded	3		—		3		—			—		3
Total	$	46,756	$	—	$	46,756	$	(46,753	)	$	—	$	3

⁽¹⁾Represents the amount of liabilities that could be offset by assets with the same counterparty under master netting or similar arrangements that management elects not to offset on the Consolidated Balance Sheets.

In the tables above, the amounts of assets or liabilities presented in the Consolidated Balance Sheets are offset first by financial instruments that have the right of offset under master netting or similar arrangements, then any remaining amount is reduced by the amount of cash and securities collateral. The actual amounts of collateral may be greater than amounts presented in the tables.

See Note 7 for additional disclosures related to ACC’s derivative instruments.

7. Derivatives and Hedging Activities

Derivative instruments enable ACC to manage its exposure to various market risks. The value of such instruments is derived from an underlying variable or multiple variables, including equity and interest rate indices or prices. ACC primarily enters into derivative agreements for risk management purposes related to ACC’s products.

AMERIPRISE CERTIFICATE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

ACC uses derivatives as economic hedges of equity risk related to Stock Market Certificates (“SMC”). ACC does not designate any derivatives for hedge accounting. The following table presents the notional value and the gross fair value of derivative instruments, including embedded derivatives:



	June 30, 2018						December 31, 2017
	Notional		Gross Fair Value				Notional		Gross Fair Value
	Notional		Assets		Liabilities		Notional		Assets		Liabilities
	(in thousands)
Derivatives not designated as hedging instruments
Equity contracts⁽¹⁾	$	830,718	$	37,463	$	29,747	$	871,895	$	54,346	$	46,756
Embedded derivatives
Stock market certificates⁽²⁾	N/A		—		9,893		N/A		—		9,734
Total derivatives	$	830,718	$	37,463	$	39,640	$	871,895	$	54,346	$	56,490

N/A Not applicable


⁽¹⁾	The gross fair value of equity contracts is included in Derivative assets and Derivative liabilities on the Consolidated Balance Sheets.


⁽²⁾	The gross fair value of SMC embedded derivatives is included in Certificate reserves on the Consolidated Balance Sheets.

See Note 5 for additional information regarding ACC’s fair value measurement of derivative instruments.

The following tables present a summary of the impact of derivatives not designated as hedging instruments, including embedded derivatives, on the Consolidated Statements of Operations:



Derivatives not designated as hedging instruments	Location of Gain (Loss) on Derivatives Recognized in Income	Amount of Gain (Loss) on Derivatives Recognized in Income
		Three Months Ended June 30,						Six Months Ended June 30,
		2018			2017			2018			2017
		(in thousands)
Equity contracts
Stock market certificates	Net provision for certificate reserves	$	934		$	693		$	514		$	2,019
Stock market certificates embedded derivatives	Net provision for certificate reserves	(1,098		)	(601		)	(453		)	(1,865		)
Total		$	(164	)	$	92		$	61		$	154

Ameriprise SMC offers a return based upon the relative change in a major stock market index between the beginning and end of the certificate’s term. The SMC product contains an embedded derivative. The equity based return of the certificate must be separated from the host contract and accounted for as a derivative instrument. As a result of fluctuations in equity markets, and the corresponding changes in value of the embedded derivative, the amount of expenses incurred by ACC related to the SMC product will positively or negatively impact reported earnings. As a means of hedging its obligations under the provisions for these certificates, ACC purchases and writes call options on the S&P 500 Index^®. ACC views this strategy as a prudent management of equity market sensitivity, such that earnings are not exposed to undue risk presented by changes in equity market levels. ACC also purchases futures on the S&P 500 Index to economically hedge its obligations. The futures are marked-to-market daily and exchange traded, exposing ACC to minimal counterparty risk.

Ameriprise Step-Up Rate Certificates (“SRC”) offer the ability to step up to a higher crediting rate based upon the then-current rate for a new SRC with the same term. ACC does not currently hedge the interest rate risk related to the SRC product. The SRC product contains an embedded derivative which was not material as of June 30, 2018 and December 31, 2017.

Credit Risk

Credit risk associated with ACC’s derivatives is the risk that a derivative counterparty will not perform in accordance with the terms of the applicable derivative contract. To mitigate such risk, ACC has established guidelines and oversight of credit risk through a comprehensive enterprise risk management program that includes members of senior management. Key components of this program are to require preapproval of counterparties and the use of master netting and collateral arrangements whenever practical. See Note 6 for additional information on ACC’s credit exposure related to derivative assets.

8. Contingencies

The level of regulatory activity and inquiry in the financial services industry remains elevated. From time to time, ACC receives requests for information from, and/or has been subject to examination by, both the SEC and the Minnesota Department of Commerce concerning its business activities and practices.

AMERIPRISE CERTIFICATE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

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

9. Shareholder’s Equity

The following table provides information related to amounts reclassified from accumulated other comprehensive income (loss):



Accumulated Other Comprehensive Income (Loss) Reclassification	Location of (Gain) Loss Recognized in Income	Three Months Ended June 30,						Six Months Ended June 30,
	Location of (Gain) Loss Recognized in Income	2018			2017			2018			2017
		(in thousands)
Unrealized net (gains) losses on Available-for-Sale securities	Net realized gain (loss) on investments	$	295		$	(7,189	)	$	(385	)	$	(8,891	)
Tax expense (benefit)	Income tax expense (benefit)	(62		)	2,516			81			3,112
Net of tax		$	233		$	(4,673	)	$	(304	)	$	(5,779	)

During both the three months and six months ended June 30, 2018, ACC received cash contributions from Ameriprise Financial of $3 million. During the three months and six months ended June 30, 2017, ACC received cash contributions from Ameriprise Financial of nil and $5 million, respectively. ACC received these contributions to maintain compliance with capital requirements due to growth of the business, and these contributions were outside of the Capital Support Agreement between Ameriprise Financial and ACC. See additional discussion on the Capital Support Agreement in ACC’s 2017 10-K.

ACC did not pay any dividends to Ameriprise Financial during the three months and six months ended June 30, 2018 and 2017.

10. Income Taxes

In December of 2017, the Tax Act reduced federal income tax rates from 35% to 21% for tax years after 2017. ACC’s effective tax rate was 26.9% and 35.6% for the three months ended June 30, 2018 and 2017, respectively. ACC’s effective tax rate was 25.4% and 36.6% for the six months ended June 30, 2018 and 2017, respectively. The lower effective tax rates for the three months and six months ended June 30, 2018 compared to June 30, 2017 are primarily due to the reduced income tax rate.

ACC is required to establish a valuation allowance for any portion of the deferred tax assets that management believes will not be realized. Significant judgment is required in determining if a valuation allowance should be established and the amount of such allowance if required. Factors used in making this determination include estimates relating to the performance of the business. Consideration is given to, among other things in making this determination, i) future taxable income exclusive of reversing temporary differences and carryforwards, ii) future reversals of existing taxable temporary differences, iii) taxable income in prior carryback years, and iv) tax planning strategies. Based on analysis of ACC’s tax positions, management believes it is more likely than not that ACC’s results of future operations and implementation of tax planning strategies will generate sufficient taxable income to enable ACC to utilize all of the deferred tax assets. Accordingly, no valuation allowance for deferred tax assets has been established as of both June 30, 2018 and December 31, 2017.

As of June 30, 2018 and December 31, 2017, ACC had $3.1 million and $2.5 million, respectively, of gross unrecognized tax benefits. If recognized, approximately $2.5 million and $2.0 million, net of federal tax benefits, of the unrecognized tax benefits as of June 30, 2018 and December 31, 2017, respectively, would affect the effective tax rate.

It is reasonably possible that the total amount of unrecognized tax benefits will change in the next 12 months. ACC estimates that the total amount of gross unrecognized tax benefits may decrease by $94 thousand in the next 12 months primarily due to state exams.

ACC recognizes interest and penalties related to unrecognized tax benefits as a component of the income tax provision. ACC recognized a net increase of $32 thousand and $52 thousand in interest and penalties for the three months and six months ended June 30, 2018, respectively. ACC recognized a net decrease of $134 thousand and $118 thousand in interest and penalties for the three months and six months ended June 30, 2017, respectively. As of June 30, 2018 and December 31, 2017, ACC had a payable of $144 thousand and $92 thousand, respectively, related to accrued interest and penalties.

ACC files income tax returns as part of its inclusion in the consolidated federal income tax returns of Ameriprise Financial in the U.S. federal jurisdiction and various state jurisdictions. In the first quarter of 2018, Ameriprise Financial received cash settlements for final resolution of the 2008 through 2010 Internal Revenue Service (“IRS”) audits. Ameriprise Financial’s IRS audits are resolved through 2011. Ameriprise Financial’s 2012 and 2013 tax returns are at IRS appeals due to an unagreed issue. The IRS is currently auditing Ameriprise Financial’s U.S. income tax returns for 2014 and 2015. Ameriprise Financial’s or its subsidiaries’, including ACC’s, state income tax returns are currently under examination by various jurisdictions for years ranging from 2005 through 2015.

AMERIPRISE CERTIFICATE COMPANY

ITEM 2. MANAGEMENT’S NARRATIVE ANALYSIS

The following information should be read in conjunction with Ameriprise Certificate Company’s (“ACC”) Financial Statements and related notes presented in Part I, Item 1. This discussion may contain forward-looking statements that reflect ACC’s plans, estimates and beliefs. Actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those discussed under “Forward-Looking Statements.” ACC believes it is useful to read its management’s narrative analysis in conjunction with its Annual Report on Form 10-K for the year ended December 31, 2017, filed with the Securities and Exchange Commission (“SEC”) on February 23, 2018 (“2017 10-K”), as well as its current reports on Form 8-K and other publicly available information.

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

Management’s narrative analysis of the results of operations is presented in lieu of management’s discussion and analysis of financial condition and results of operations, pursuant to General Instructions H(2)(a) of Form 10-Q.

Critical Accounting Policies

ACC’s critical accounting policies are discussed in detail in “Management's Narrative Analysis — Critical Accounting Policies” in its 2017 10-K.

Recent Accounting Pronouncements

For information regarding recent accounting pronouncements and their expected impact on ACC’s future results of operations or financial condition, see Note 2 to the consolidated financial statements.

Results of Operations for the Six Months Ended June 30, 2018 and 2017

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

Net income decreased $1.4 million, or 6%, to $22.6 million for the six months ended June 30, 2018 compared to $24.0 million for the prior year period primarily due to higher net provision for certificate reserves and investment expenses and lower net realized gains on investments in the current year period, partially offset by higher investment income and lower income tax expense in the current year period.

Investment income increased $15.3 million, or 22%, to $83.4 million for the six months ended June 30, 2018 compared to $68.1 million for the prior year period reflecting higher average investment balances from certificate net inflows and an increase in the average invested asset yield.

Investment expenses increased $1.9 million, or 10%, to $20.3 million for the six months ended June 30, 2018 compared to $18.4 million for the prior year period primarily due to volume-driven increases in distribution, investment advisory and transfer agent fees.

Net provision for certificate reserves increased $12.7 million, or 61%, to $33.4 million for the six months ended June 30, 2018 compared to $20.7 million for the prior year period due to higher average certificate balances from certificate net inflows and higher average client crediting rates.

Net realized gain on investments before income taxes was $0.6 million for the six months ended June 30, 2018 compared to net realized gain on investments before income taxes of $8.9 million for the prior year period. Net realized gain on investments for the six months ended June 30, 2018 included net realized gains from sales, tenders and calls of Available-for-Sale securities of $0.4 million and net realized gains from sales of syndicated loans of $0.2 million. Net realized gain on investments for the six months ended June 30, 2017 included net realized gains from sales, tenders and calls of Available-for-Sale securities of $9.1 million primarily due to the sale of non-agency residential mortgage backed securities as well as common stock, partially offset by other-than-temporary impairments of $0.2 million. The other-than-temporary impairments for the six months ended June 30, 2017 related to credit losses on non-agency residential mortgage backed securities.

ACC’s effective tax rate was 25.4% for the six months ended June 30, 2018 compared to 36.6% for the prior year period. 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 six months ended June 30, 2018 compared to June 30, 2017 is primarily due to the reduced income tax rate.

AMERIPRISE CERTIFICATE COMPANY

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 5 to the 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,” “project” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Forward-looking statements are subject to risks and uncertainties which could cause actual results to differ materially from 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. ACC undertakes no obligation to update or revise any forward-looking statements.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

ACC maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) designed to provide reasonable assurance that the information required to be reported in the Exchange Act filings is recorded, processed, summarized and reported within the time periods specified 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 June 30, 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 fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, ACC’s internal control over financial reporting.

AMERIPRISE CERTIFICATE COMPANY

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The information set forth in Note 8 to the Consolidated Financial Statements in Part I, Item 1 is incorporated herein by reference.

ITEM 1A. RISK FACTORS

There have been no material changes in the risk factors provided in Part I, Item 1A of ACC’s 2017 10-K.

ITEM 6. EXHIBITS

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



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.
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.

AMERIPRISE CERTIFICATE COMPANY

SIGNATURES

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



			AMERIPRISE CERTIFICATE COMPANY
			(Registrant)



Date:	August 6, 2018	By:	/s/ Abu M. Arif
			Abu M. Arif
			Chief Executive Officer


Date:	August 6, 2018	By:	/s/ Jason S. Bartylla
			Jason S. Bartylla
			Chief Financial Officer

AMERIPRISE CERTIFICATE CO - FORM 10-Q - August 6, 2018

Attached files

AMERIPRISE CERTIFICATE CO Reports