| For the Quarterly Period Ended | September 30, 2019 OR
| | oOR | | ☐ | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | | For the Transition Period from_______________________to_______________________ |
For the Transition Period from _________________________ to _________________________ | | | | Commission File No. | 811-00002 |
Commission File No. 811-00002AMERIPRISE CERTIFICATE COMPANY
| | | 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 | | | | | | | 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 | | | | | | | 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 xNo o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes xNo o
| | | | | | | 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 | ☒ | No | ☐ |
| | | | | | | Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). | Yes | ☒ | No | ☐ |
| | | | | | | | | | | | 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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. | Large Accelerated Filero | ☐ | Non-accelerated Filer | ☒ | Accelerated Filer | ☐ | Smaller reporting companyo | Non-Accelerated Filerx
| ☐ | Emerging growth companyo | ☐ |
| Accelerated Filero
| | 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 oNo x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| | | | | | | Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). | Yes | ☐ | No | ☒ |
| | | | | | | 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 5,November 12, 2019 | | Common SharesStock (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 sixnine months ended JuneSeptember 30, 2019 and 2018 | | Consolidated Statements of Comprehensive Income — Three months and sixnine months ended JuneSeptember 30, 2019 and 2018 | | Consolidated Balance Sheets — JuneSeptember 30, 2019 and December 31, 2018 | | Consolidated Statements of Shareholder's Equity — Three months and sixnine months ended JuneSeptember 30, 2019 and 2018 | | Consolidated Statements of Cash Flows — SixNine months ended JuneSeptember 30, 2019 and 2018 | | | Notes to Consolidated Financial Statements | | | 1. Basis of Presentation | | | 2. Recent Accounting Pronouncements | | | 3. Investments | | | 4. Commercial Mortgage, Syndicated and Certificate Loans | | | 5. Fair Values of Assets and Liabilities | | | 6. Offsetting Assets and Liabilities | | | 7. Derivatives and Hedging Activities | | | 8. Contingencies | | | 9. Shareholder’s Equity | | | 10. Income Taxes | | | Item 2. Management’s Narrative Analysis | | | Item 4. Controls and Procedures | | | | | | Part II. Other Information | | | Item 1. Legal Proceedings | | | Item 1A. Risk Factors | | | Item 6. Exhibits | | | Signatures | |
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, | Three Months Ended
September 30, | | Nine Months Ended
September 30, | | 2019 | | 2018 | 2019 | | 2018 | 2019 | | 2018 | 2019 | | 2018 | (in thousands) | | Investment income | $ | 62,280 |
|
| $ | 42,744 |
|
| $ | 123,990 |
|
| $ | 83,381 |
| $ | 58,613 |
|
| $ | 49,215 |
|
| $ | 182,603 |
|
| $ | 132,596 |
| | Investment expenses | 12,261 |
| | 10,454 |
| | 24,468 |
| | 20,345 |
| 11,952 |
| | 11,080 |
| | 36,420 |
| | 31,425 |
| | Net investment income before provision for certificate reserves and income taxes | 50,019 |
| | 32,290 |
| | 99,522 |
| | 63,036 |
| 46,661 |
| | 38,135 |
| | 146,183 |
| | 101,171 |
| | Net provision for certificate reserves | 33,718 |
| | 18,393 |
| | 67,776 |
| | 33,355 |
| 32,649 |
| | 23,247 |
| | 100,425 |
| | 56,602 |
| | Net investment income before income taxes | 16,301 |
|
| 13,897 |
|
| 31,746 |
|
| 29,681 |
| 14,012 |
|
| 14,888 |
|
| 45,758 |
|
| 44,569 |
| | Income tax expense | 4,195 |
| | 3,729 |
| | 8,003 |
| | 7,562 |
| 3,472 |
| | 3,937 |
| | 11,475 |
| | 11,499 |
| | Net investment income, after-tax | 12,106 |
| | 10,168 |
| | 23,743 |
| | 22,119 |
| 10,540 |
| | 10,951 |
| | 34,283 |
| | 33,070 |
| | | | | | | | | | | | | | | | | | Net realized gain (loss) on investments before income taxes | 116 |
|
| (221 | ) |
| 37 |
|
| 600 |
| (81 | ) |
| (104 | ) |
| (44 | ) |
| 496 |
| | Income tax expense (benefit) | 25 |
| | (46 | ) | | 8 |
| | 126 |
| (17 | ) | | (22 | ) | | (9 | ) | | 104 |
| | Net realized gain (loss) on investments, after-tax | 91 |
| | (175 | ) | | 29 |
| | 474 |
| (64 | ) | | (82 | ) | | (35 | ) | | 392 |
| | Net income | $ | 12,197 |
|
| $ | 9,993 |
|
| $ | 23,772 |
|
| $ | 22,593 |
| $ | 10,476 |
|
| $ | 10,869 |
|
| $ | 34,248 |
|
| $ | 33,462 |
| | | | | | | | | | | | | | | | | | Supplemental Disclosures: | | | | | | | | | | | | | | | | Total other-than-temporary impairment losses on securities | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | Portion of loss recognized in other comprehensive income (loss) (before taxes) | — |
| | — |
| | — |
| | — |
| — |
| | — |
| | — |
| | — |
| | Net impairment losses recognized in net realized gain (loss) on investments | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| 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, | Three Months Ended
September 30, | | Nine Months Ended
September 30, | | 2019 | | 2018 | 2019 | | 2018 | 2019 | | 2018 | 2019 | | 2018 | (in thousands) | | Net income | $ | 12,197 |
| | $ | 9,993 |
| | $ | 23,772 |
| | $ | 22,593 |
| $ | 10,476 |
| | $ | 10,869 |
| | $ | 34,248 |
| | $ | 33,462 |
| | Other comprehensive income (loss), net of tax: | | | | | | | | | | | | | | | | Net unrealized gains (losses) on securities: | | | | | | | | | | | | | | | | Net unrealized gains (losses) on securities arising during the period | 29,720 |
| | (2,727 | ) | | 52,191 |
| | (23,411 | ) | 2,043 |
| | (4,872 | ) | | 54,234 |
| | (28,283 | ) | | Reclassification of net (gains) losses on securities included in net income | (96 | ) | | 233 |
| | (70 | ) | | (304 | ) | (34 | ) | | 73 |
| | (104 | ) | | (231 | ) | | Total other comprehensive income (loss), net of tax | 29,624 |
|
| (2,494 | ) |
| 52,121 |
|
| (23,715 | ) | 2,009 |
|
| (4,799 | ) |
| 54,130 |
|
| (28,514 | ) | | Total comprehensive income (loss) | $ | 41,821 |
|
| $ | 7,499 |
|
| $ | 75,893 |
|
| $ | (1,122 | ) | $ | 12,485 |
|
| $ | 6,070 |
|
| $ | 88,378 |
|
| $ | 4,948 |
| See Notes to Consolidated Financial Statements. |
AMERIPRISE CERTIFICATE COMPANY
CONSOLIDATED BALANCE SHEETS (UNAUDITED) | | | | June 30,
2019 | | December 31,
2018 | September 30,
2019 | | December 31,
2018 | (in thousands, except share data) | | Assets | | | | | | | | Qualified Assets | | | | | | | | Cash and cash equivalents | $ | 466,652 |
| | $ | 405,279 |
| $ | 529,821 |
| | $ | 405,279 |
| | Investments in unaffiliated issuers | 8,047,005 |
| | 7,995,637 |
| 7,775,040 |
| | 7,995,637 |
| | Receivables | 27,554 |
| | 26,082 |
| 28,325 |
| | 26,082 |
| | Derivative assets | 39,685 |
| | 13,179 |
| 41,729 |
| | 13,179 |
| | Total qualified assets | 8,580,896 |
| | 8,440,177 |
| 8,374,915 |
| | 8,440,177 |
| | Deferred taxes, net | — |
| | 2,302 |
| — |
| | 2,302 |
| | Taxes receivable from parent | 1,012 |
| | 1,731 |
| 1,603 |
| | 1,731 |
| | Total assets | $ | 8,581,908 |
|
| $ | 8,444,210 |
| $ | 8,376,518 |
|
| $ | 8,444,210 |
| | | | | | | | | | Liabilities and Shareholder’s Equity | | | | | | | | Liabilities | | | | | | | | Certificate reserves | $ | 7,950,865 |
| | $ | 7,891,964 |
| $ | 7,743,866 |
| | $ | 7,891,964 |
| | Deferred taxes, net | 1,169 |
| | — |
| 2,195 |
| | — |
| | Taxes payable to parent | 508 |
| | 1,944 |
| 349 |
| | 1,944 |
| | Derivative liabilities | 27,329 |
| | 8,209 |
| 29,586 |
| | 8,209 |
| | Payables to brokers, dealers and clearing organizations | 62,817 |
| | 98,930 |
| 78,408 |
| | 98,930 |
| | Due to related party and other liabilities | 50,072 |
| | 34,301 |
| 55,481 |
| | 34,301 |
| | Total liabilities | 8,092,760 |
|
| 8,035,348 |
| 7,909,885 |
|
| 8,035,348 |
| | | | | | | | | | Shareholder’s Equity | | | | | | | | Common shares ($10 par value, 150,000 shares authorized and issued) | 1,500 |
| | 1,500 |
| 1,500 |
| | 1,500 |
| | Additional paid-in capital | 289,517 |
| | 285,017 |
| 331,700 |
| | 285,017 |
| | Total retained earnings | 179,841 |
| | 156,176 |
| 113,134 |
| | 156,176 |
| | Accumulated other comprehensive income (loss), net of tax | 18,290 |
| | (33,831 | ) | 20,299 |
| | (33,831 | ) | | Total shareholder’s equity | 489,148 |
|
| 408,862 |
| 466,633 |
|
| 408,862 |
| | Total liabilities and shareholder’s equity | $ | 8,581,908 |
| | $ | 8,444,210 |
| $ | 8,376,518 |
| | $ | 8,444,210 |
| 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 | Retained Earnings | Accumulated Other Comprehensive Income (Loss), Net of Tax | Total | Appropriated for Pre-Declared Additional Credits and Interest | Appropriated for Additional Interest on Advance Payments | Unappropriated | Appropriated for Pre-Declared Additional Credits and Interest | Appropriated for Additional Interest on Advance Payments | Unappropriated | | (in thousands, except per share data) | (in thousands, except share data) | | Balance at April 1, 2018 | 150,000 |
| | $ | 1,500 |
| | $ | 252,517 |
| | $ | 480 |
| | $ | 15 |
| | $ | 123,049 |
| | $ | (26,846 | ) | | $ | 350,715 |
| | | Balance at July 1, 2018 | | 150,000 |
| | $ | 1,500 |
| | $ | 255,517 |
| | $ | 651 |
| | $ | 15 |
| | $ | 132,871 |
| | $ | (29,340 | ) | | $ | 361,214 |
| | Comprehensive income (loss): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net income | — |
| | — |
| | — |
| | — |
| | — |
| | 9,993 |
| | — |
| | 9,993 |
| — |
| | — |
| | — |
| | — |
| | — |
| | 10,869 |
| | — |
| | 10,869 |
| | Other comprehensive income (loss), net of tax | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (2,494 | ) | | (2,494 | ) | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (4,799 | ) | | (4,799 | ) | | Total comprehensive income (loss) | | | | | | | | | | | | | | | 7,499 |
| | | | | | | | | | | | | | | 6,070 |
| | Transfer to appropriated from unappropriated | — |
| | — |
| | — |
| | 171 |
| | — |
| | (171 | ) | | — |
| | — |
| — |
| | — |
| | — |
| | 14 |
| | — |
| | (14 | ) | | — |
| | — |
| | Receipt of capital from parent | — |
| | — |
| | 3,000 |
| | — |
| | — |
| | — |
| | — |
| | 3,000 |
| — |
| | — |
| | 12,000 |
| | — |
| | — |
| | — |
| | — |
| | 12,000 |
| | Balance at June 30, 2018 | 150,000 |
| | $ | 1,500 |
| | $ | 255,517 |
| | $ | 651 |
| | $ | 15 |
| | $ | 132,871 |
| | $ | (29,340 | ) | | $ | 361,214 |
| | | Balance at September 30, 2018 | | 150,000 |
| | $ | 1,500 |
| | $ | 267,517 |
| | $ | 665 |
| | $ | 15 |
| | $ | 143,726 |
| | $ | (34,139 | ) | | $ | 379,284 |
| | | | | | | | | | | | | | | | | | | | Balance at April 1, 2019 | 150,000 |
| | $ | 1,500 |
| | $ | 289,517 |
| | $ | 800 |
| | $ | 15 |
| | $ | 166,829 |
| | $ | (11,334 | ) | | $ | 447,327 |
| | | Balance at July 1, 2019 | | 150,000 |
| | $ | 1,500 |
| | $ | 289,517 |
| | $ | 620 |
| | $ | 15 |
| | $ | 179,206 |
| | $ | 18,290 |
| | $ | 489,148 |
| Correction of the misclassification (1) | | — |
| | — |
| | 42,183 |
| | — |
| | — |
| | (42,183 | ) | | — |
| | — |
| | Comprehensive income (loss): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net income | — |
| | — |
| | — |
| | — |
| | — |
| | 12,197 |
| | — |
| | 12,197 |
| — |
| | — |
| | — |
| | — |
| | — |
| | 10,476 |
| | — |
| | 10,476 |
| | Other comprehensive income (loss), net of tax | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 29,624 |
| | 29,624 |
| — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 2,009 |
| | 2,009 |
| | Total comprehensive income (loss) | | | | | | | | | | | | | | | 41,821 |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | 12,485 |
| | Transfer to unappropriated from appropriated | — |
| | — |
| | — |
| | (180 | ) | | — |
| | 180 |
| | — |
| | — |
| — |
| | — |
| | — |
| | (158 | ) | | — |
| | 158 |
| | — |
| | — |
| | Balance at June 30, 2019 | 150,000 |
| | $ | 1,500 |
| | $ | 289,517 |
| | $ | 620 |
| | $ | 15 |
| | $ | 179,206 |
| | $ | 18,290 |
| | $ | 489,148 |
| | | Dividend to parent | | — |
| | — |
| | — |
| | — |
| | — |
| | (35,000 | ) | | — |
| | (35,000 | ) | | Balance at September 30, 2019 | | 150,000 |
| | $ | 1,500 |
| | $ | 331,700 |
| | $ | 462 |
| | $ | 15 |
| | $ | 112,657 |
| | $ | 20,299 |
| | $ | 466,633 |
| (1) See Note 1 for more information. | | (1) See Note 1 for more information. | See Notes to Consolidated Financial Statements. |
AMERIPRISE CERTIFICATE COMPANY
CONSOLIDATED STATEMENTS OF SHAREHOLDER’S EQUITY (UNAUDITED) (continued)
| CONSOLIDATED STATEMENTS OF SHAREHOLDER’S EQUITY (UNAUDITED) (continued)
| CONSOLIDATED STATEMENTS OF SHAREHOLDER’S EQUITY (UNAUDITED) (continued)
| | | | 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 | Retained Earnings | Accumulated Other Comprehensive Income (Loss), Net of Tax | Total | Appropriated for Pre-Declared Additional Credits and Interest | Appropriated for Additional Interest on Advance Payments | Unappropriated | Appropriated for Pre-Declared Additional Credits and Interest | Appropriated for Additional Interest on Advance Payments | Unappropriated | | (in thousands, except per share data) | (in thousands, except share data) | | Balance at January 1, 2018 | 150,000 |
| | $ | 1,500 |
| | $ | 252,517 |
| | $ | 23 |
| | $ | 15 |
| | $ | 110,908 |
| | $ | (5,627 | ) | | $ | 359,336 |
| 150,000 |
| | $ | 1,500 |
| | $ | 252,517 |
| | $ | 23 |
| | $ | 15 |
| | $ | 110,908 |
| | $ | (5,627 | ) | | $ | 359,336 |
| | Cumulative effect of adoption of equity securities guidance | — |
| | — |
| | — |
| | — |
| | — |
| | (2 | ) | | 2 |
| | — |
| — |
| | — |
| | — |
| | — |
| | — |
| | (2 | ) | | 2 |
| | — |
| | Comprehensive income (loss): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net income | — |
| | — |
| | — |
| | — |
| | — |
| | 22,593 |
| | — |
| | 22,593 |
| — |
| | — |
| | — |
| | — |
| | — |
| | 33,462 |
| | — |
| | 33,462 |
| | Other comprehensive income (loss), net of tax | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (23,715 | ) | | (23,715 | ) | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (28,514 | ) | | (28,514 | ) | | Total comprehensive income (loss) | | | | | | | | | | | | | | | (1,122 | ) | | | | | | | | | | | | | | | 4,948 |
| | Transfer to appropriated from unappropriated | — |
| | — |
| | — |
| | 628 |
| | — |
| | (628 | ) | | — |
| | — |
| — |
| | — |
| | — |
| | 642 |
| | — |
| | (642 | ) | | — |
| | — |
| | Receipt of capital from parent | — |
| | — |
| | 3,000 |
| | — |
| | — |
| | — |
| | — |
| | 3,000 |
| — |
| | — |
| | 15,000 |
| | — |
| | — |
| | — |
| | — |
| | 15,000 |
| | Balance at June 30, 2018 | 150,000 |
| | $ | 1,500 |
| | $ | 255,517 |
| | $ | 651 |
| | $ | 15 |
| | $ | 132,871 |
| | $ | (29,340 | ) | | $ | 361,214 |
| | | Balance at September 30, 2018 | | 150,000 |
| | $ | 1,500 |
| | $ | 267,517 |
| | $ | 665 |
| | $ | 15 |
| | $ | 143,726 |
| | $ | (34,139 | ) | | $ | 379,284 |
| | | | | | | | | | | | | | | | | | | | Balance at January 1, 2019 | 150,000 |
| | $ | 1,500 |
| | $ | 285,017 |
| | $ | 910 |
| | $ | 15 |
| | $ | 155,251 |
| | $ | (33,831 | ) | | $ | 408,862 |
| 150,000 |
| | $ | 1,500 |
| | $ | 285,017 |
| | $ | 910 |
| | $ | 15 |
| | $ | 155,251 |
| | $ | (33,831 | ) | | $ | 408,862 |
| Correction of the misclassification (1) | | — |
| | — |
| | 42,183 |
| | — |
| | — |
| | (29,482 | ) | | — |
| | 12,701 |
| | Cumulative effect of adoption of premium amortization on purchased callable debt securities guidance | — |
| | — |
| | — |
| | — |
| | — |
| | (107 | ) | | — |
| | (107 | ) | — |
| | — |
| | — |
| | — |
| | — |
| | (107 | ) | | — |
| | (107 | ) | | Comprehensive income (loss): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net income | — |
| | — |
| | — |
| | — |
| | — |
| | 23,772 |
| | — |
| | 23,772 |
| — |
| | — |
| | — |
| | — |
| | — |
| | 34,248 |
| | — |
| | 34,248 |
| | Other comprehensive income (loss), net of tax | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 52,121 |
| | 52,121 |
| — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 54,130 |
| | 54,130 |
| | Total comprehensive income (loss) | |
| | |
| | | | |
| | |
| | |
| | |
| | 75,893 |
| |
| | |
| | | | |
| | |
| | |
| | |
| | 88,378 |
| | Transfer to unappropriated from appropriated | — |
| | — |
| | — |
| | (290 | ) | | — |
| | 290 |
| | — |
| | — |
| — |
| | — |
| | — |
| | (448 | ) | | — |
| | 448 |
| | — |
| | — |
| | Dividend to parent | | — |
| | — |
| | — |
| | — |
| | — |
| | (47,701 | ) | | — |
| | (47,701 | ) | | Receipt of capital from parent | — |
| | — |
| | 4,500 |
| | — |
| | — |
| | — |
| | — |
| | 4,500 |
| — |
| | — |
| | 4,500 |
| | — |
| | — |
| | — |
| | — |
| | 4,500 |
| | Balance at June 30, 2019 | 150,000 |
| | $ | 1,500 |
| | $ | 289,517 |
| | $ | 620 |
| | $ | 15 |
| | $ | 179,206 |
| | $ | 18,290 |
| | $ | 489,148 |
| | | Balance at September 30, 2019 | | 150,000 |
| | $ | 1,500 |
| | $ | 331,700 |
| | $ | 462 |
| | $ | 15 |
| | $ | 112,657 |
| | $ | 20,299 |
| | $ | 466,633 |
| (1) See Note 1 for more information. | | (1) See Note 1 for more information. | See Notes to Consolidated Financial Statements. |
AMERIPRISE CERTIFICATE COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) | | | | Six Months Ended June 30, | Nine Months Ended September 30, | | 2019 | | 2018 | 2019 | | 2018 | (in thousands) | | Cash Flows from Operating Activities | | | | | | | | Net income | $ | 23,772 |
| | $ | 22,593 |
| $ | 34,248 |
| | $ | 33,462 |
| | Adjustments to reconcile net income to net cash provided by (used in) operating activities: | | | | | | | | Amortization of premiums, accretion of discounts, net | (18,207 | ) | | (2,107 | ) | (26,552 | ) | | (6,634 | ) | | Deferred income tax expense (benefit) | (746 | ) | | 19 |
| (2,062 | ) | | (189 | ) | | Net realized (gain) loss on Available-for-Sale securities | (88 | ) | | (385 | ) | (132 | ) | | (292 | ) | | Other net realized (gain) loss | 51 |
| | (215 | ) | 176 |
| | (204 | ) | | Changes in operating assets and liabilities: | | | | | | | | Dividends and interest receivable | 20,548 |
| | 1,567 |
| 33,574 |
| | (2,326 | ) | | Certificate reserves, net | 7,384 |
| | 926 |
| 7,691 |
| | 3,353 |
| | Deferred taxes, net | (12,490 | ) | | 6,305 |
| — |
| | 7,580 |
| | Taxes payable to/receivable from parent, net | (689 | ) | | 2,294 |
| 477 |
| | 448 |
| | Derivatives, net of collateral | 34 |
| | (276 | ) | 227 |
| | 926 |
| | Other liabilities | 8,102 |
| | (3,486 | ) | 13,697 |
| | (7,450 | ) | | Other receivables | 27 |
| | (280 | ) | (164 | ) | | (85 | ) | | Payables to brokers, dealers and clearing organizations | (21,451 | ) | | — |
| (21,451 | ) | | — |
| | Other, net | 303 |
| | 407 |
| 76 |
| | (242 | ) | | Net cash provided by (used in) operating activities | 6,550 |
| | 27,362 |
| 39,805 |
| | 28,347 |
| | | | | | | | | | Cash Flows from Investing Activities | | | | | | | | Available-for-Sale securities: | | | | | | | | Sales | 9,689 |
| | 360,976 |
| 9,689 |
| | 360,976 |
| | Maturities, redemptions and calls | 2,532,096 |
| | 1,505,512 |
| 3,979,829 |
| | 2,805,371 |
| | Purchases | (2,535,037 | ) | | (2,077,918 | ) | (3,697,338 | ) | | (3,827,319 | ) | | Syndicated loans and commercial mortgage loans: | | | | | | | | Sales, maturities and repayments | 24,433 |
| | 32,472 |
| 40,313 |
| | 38,630 |
| | Purchases and fundings | (32,414 | ) | | (46,383 | ) | (48,798 | ) | | (80,533 | ) | | Equity securities: | | | | | | | | Sales | — |
| | 35 |
| — |
| | 35 |
| | Certificate loans, net | 39 |
| | 166 |
| 32 |
| | 188 |
| | Net cash provided by (used in) investing activities | (1,194 | ) | | (225,140 | ) | 283,727 |
| | (702,652 | ) | | | | | | | | | | Cash Flows from Financing Activities | | | | | | | | Payments from certificate holders and other additions | 2,924,418 |
| | 2,898,676 |
| 4,028,659 |
| | 4,440,456 |
| | Certificate maturities and cash surrenders | (2,872,901 | ) | | (2,381,391 | ) | (4,184,448 | ) | | (3,496,755 | ) | | Capital contribution from parent | 4,500 |
| | 3,000 |
| 4,500 |
| | 15,000 |
| | Dividend to parent | | (47,701 | ) | | — |
| | Net cash provided by (used in) financing activities | 56,017 |
| | 520,285 |
| (198,990 | ) | | 958,701 |
| | | | | | | | | | Net increase (decrease) in cash and cash equivalents | 61,373 |
| | 322,507 |
| 124,542 |
| | 284,396 |
| | Cash and cash equivalents at beginning of period | 405,279 |
| | 68,471 |
| 405,279 |
| | 68,471 |
| | Cash and cash equivalents at end of period | $ | 466,652 |
| | $ | 390,978 |
| $ | 529,821 |
| | $ | 352,867 |
| | | | | | | | | | Supplemental disclosures including non-cash transactions: | | | | | | | | Cash paid (received) for income taxes | $ | 8,756 |
| | $ | 8,027 |
| $ | 12,630 |
| | $ | 13,236 |
| | Cash paid for interest | 68,311 |
| | 33,422 |
| 101,691 |
| | 56,399 |
| 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. Except for the out-of-period correction and the correction of the misclassification described below, 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, 2018, filed with the Securities and Exchange Commission (“SEC”) on February 27, 2019 (“2018 10-K”). In the second quarter of 2019, ACC recorded a $1.2 million decrease to net provision for certificate reserves for an out-of-period correction related to Stock Market Certificate (“SMC”) embedded derivatives. The impact to prior period financial statements was not material. Prior to June 2019, ACC had an agreement with Ameriprise Financial to settle with cash the change in its deferred federal income taxes on a quarterly basis. In the third quarter of 2019, it was determined that the cash settlements should have been reflected as a capital contribution for cash receipts from Ameriprise Financial and a dividend for cash payments to Ameriprise Financial. The deferred federal income taxes should have remained on ACC’s Consolidated Balance Sheet as the related assets, primarily investments, and liabilities remained on ACC’s Consolidated Balance Sheet. ACC’s Consolidated Balance Sheet as of September 30, 2019 has been adjusted to reflect the cumulative amount of cash receipts from and cash payments to Ameriprise Financial for the settlement of deferred federal income taxes as contributions and dividends, respectively. The correction of the misclassification resulted in a $42.2 million increase to additional paid-in capital and a $42.2 million decrease to retained earnings as of September 30, 2019. ACC’s payment of $12.7 million during the second quarter of 2019 to Ameriprise Financial has been reflected as a dividend and is included in the $42.2 million decrease to retained earnings. The impact to prior period financial statements was not material. ACC evaluated events or transactions that occurred after the balance sheet date for potential recognition or disclosure through the date the financial statements were issued. No subsequent events or transactions were identified. 2. Recent Accounting Pronouncements Adoption of New Accounting Standards Income Statement – Reporting Comprehensive Income – Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income In February 2018, the Financial Accounting Standards Board (“FASB”) updated the accounting standards related to the presentation of tax effects stranded in accumulated other comprehensive income (“AOCI”). The update allows a reclassification from 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 election of the update was optional. The update was effective for fiscal years beginning after December 15, 2018. Entities could 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. ACC adopted the standard on January 1, 2019 and elected not to reclassify the stranded tax effects in AOCI. 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 was effective for interim and annual periods beginning after December 15, 2018, and was required to be applied on a modified retrospective basis. ACC adopted the standard on January 1, 2019. The adoption did not have a material impact on ACC’s consolidated results of operations or financial condition. Receivables – Nonrefundable Fees and Other Costs – Premium Amortization on Purchased Callable Debt Securities In March 2017, the FASB updated the accounting standards to shorten the amortization period for certain purchased callable debt securities held at a premium. Under previous guidance, premiums were generally amortized over the contractual life of the security. The amendments require the premium to be amortized to the earliest call date. The update applies to securities with explicit, non-contingent call features that are callable at fixed prices and on preset dates. The standard was effective for interim and annual periods beginning after December 15, 2018, and was required to be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. ACC adopted the standard on January 1, 2019. The adoption did not have a material impact on ACC’s consolidated results of operations or financial condition.
AMERIPRISE CERTIFICATE COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
Fair Value Measurement – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement In August 2018, the FASB updated the accounting standards related to disclosures for fair value measurements. The update eliminates the following disclosures: 1) the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, 2) the policy of timing of transfers between levels of the fair value hierarchy, and 3) the valuation processes for Level 3 fair value measurements. The new disclosures include changes in unrealized gains and losses for the period included in other comprehensive income (“OCI”) for recurring Level 3 fair value measurements of instruments held at the end of the reporting period and the range and weighted average used to develop significant unobservable inputs and how the weighted average was calculated. The new disclosures are required on a prospective basis; all other provisions should be applied retrospectively. The update is effective for interim and annual periods beginning after December 15, 2019. Early adoption is permitted for the entire standard or only the provisions to eliminate or modify disclosure requirements. ACC early adopted the provisions of the standard to eliminate or modify disclosure requirements in the fourth quarter of 2018. The update does not have an impact on ACC’s consolidated results of operations or financial condition.
AMERIPRISE CERTIFICATE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
Financial Instruments – Recognition and Measurement of Financial Assets and Financial Liabilities In January 2016, the 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 was 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 Financial Instruments – Credit Losses – Measurement of Credit Losses on Financial Instruments 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. ACCThe update is currently evaluating thenot expected to have a material impact of the standard on itsACC’s consolidated results of operations andor financial condition including developing and refining models with a focus on commercial mortgage loans and syndicated loans.upon adoption. 3. Investments Investments in unaffiliated issuers were as follows: | | | | | | | | | | | June 30,
2019 | | December 31,
2018 | | (in thousands) | | Available-for-Sale securities: | | | Fixed maturities, at fair value (amortized cost: 2019, $7,757,086; 2018, $7,781,708) | $ | 7,778,962 |
| | $ | 7,734,750 |
| | Commercial mortgage loans and syndicated loans, at cost (less allowance for loan losses: 2019, $3,022, 2018, $3,120; fair value: 2019, $268,937, 2018, $253,219) | 267,371 |
| | 260,178 |
| | Equity securities, at fair value (cost: 2019, $299; 2018, $299) | 468 |
| | 466 |
| | Certificate loans — secured by certificate reserves, at cost, which approximates fair value | 204 |
| | 243 |
| | Total | $ | 8,047,005 |
| | $ | 7,995,637 |
|
Available-for-Sale securities distributed by type were as follows:
| | | | | | | | | | | | | | | | | | | | | | | Description of Securities | June 30, 2019 | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | Noncredit OTTI (1) | | | (in thousands) | | Residential mortgage backed securities | $ | 3,031,261 |
| | $ | 21,623 |
| | $ | (7,143 | ) | | $ | 3,045,741 |
| | $ | — |
| | Corporate debt securities | 797,470 |
| | 5,203 |
| | (824 | ) | | 801,849 |
| | 3 |
| | Commercial mortgage backed securities | 1,457,993 |
| | 1,733 |
| | (3,644 | ) | | 1,456,082 |
| | — |
| | Asset backed securities | 653,063 |
| | 4,767 |
| | (1,295 | ) | | 656,535 |
| | — |
| | State and municipal obligations | 56,654 |
| | 205 |
| | (108 | ) | | 56,751 |
| | — |
| | U.S. government and agency obligations | 1,760,645 |
| | 1,360 |
| | (1 | ) | | 1,762,004 |
| | — |
| | Total | $ | 7,757,086 |
| | $ | 34,891 |
| | $ | (13,015 | ) | | $ | 7,778,962 |
| | $ | 3 |
|
| | | | | | | | | | | September 30,
2019 | | December 31,
2018 | | (in thousands) | | Available-for-Sale securities: | | | Fixed maturities, at fair value (amortized cost: 2019, $7,481,662; 2018, $7,781,708) | $ | 7,506,184 |
| | $ | 7,734,750 |
| | Commercial mortgage loans and syndicated loans, at cost (less allowance for loan losses: 2019, $3,022; 2018, $3,120; fair value: 2019, $271,071; 2018, $253,219) | 268,266 |
| | 260,178 |
| | Equity securities, at fair value (cost: 2019, $299; 2018, $299) | 379 |
| | 466 |
| | Certificate loans — secured by certificate reserves, at cost, which approximates fair value | 211 |
| | 243 |
| | Total | $ | 7,775,040 |
| | $ | 7,995,637 |
|
AMERIPRISE CERTIFICATE COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
Available-for-Sale securities distributed by type were as follows: | | | | | | | | | | | | | | | | | | | | | | | Description of Securities | September 30, 2019 | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | Noncredit OTTI (1) | | | (in thousands) | | Residential mortgage backed securities | $ | 2,994,879 |
| | $ | 22,050 |
| | $ | (6,238 | ) | | $ | 3,010,691 |
| | $ | — |
| | Corporate debt securities | 643,965 |
| | 5,789 |
| | (307 | ) | | 649,447 |
| | 3 |
| | Commercial mortgage backed securities | 1,460,803 |
| | 1,822 |
| | (2,466 | ) | | 1,460,159 |
| | — |
| | Asset backed securities | 644,044 |
| | 4,119 |
| | (1,282 | ) | | 646,881 |
| | — |
| | State and municipal obligations | 46,562 |
| | 244 |
| | (79 | ) | | 46,727 |
| | — |
| | U.S. government and agency obligations | 1,691,409 |
| | 870 |
| | — |
| | 1,692,279 |
| | — |
| | Total | $ | 7,481,662 |
| | $ | 34,894 |
| | $ | (10,372 | ) | | $ | 7,506,184 |
| | $ | 3 |
|
| | | | | | | | | | | | | | | | | | | | | | | Description of Securities | December 31, 2018 | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | Noncredit OTTI (1) | | | (in thousands) | | Residential mortgage backed securities | $ | 3,073,657 |
| | $ | 7,639 |
| | $ | (27,593 | ) | | $ | 3,053,703 |
| | $ | — |
| | Corporate debt securities | 1,027,462 |
| | 488 |
| | (9,133 | ) | | 1,018,817 |
| | 3 |
| | Commercial mortgage backed securities | 1,211,468 |
| | 276 |
| | (13,764 | ) | | 1,197,980 |
| | — |
| | Asset backed securities | 667,332 |
| | 2,867 |
| | (7,468 | ) | | 662,731 |
| | — |
| | State and municipal obligations | 62,032 |
| | 60 |
| | (502 | ) | | 61,590 |
| | — |
| | U.S. government and agency obligations | 1,739,757 |
| | 250 |
| | (78 | ) | | 1,739,929 |
| | — |
| | Total | $ | 7,781,708 |
| | $ | 11,580 |
| | $ | (58,538 | ) | | $ | 7,734,750 |
| | $ | 3 |
|
(1) Represents the amount of other-than-temporary impairment (“OTTI”) losses in AOCI. 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 JuneSeptember 30, 2019 and December 31, 2018, investment securities with a fair value of $43$140 thousand and $42 thousand, respectively, were pledged to meet contractual obligations under derivative contracts. As of JuneSeptember 30, 2019 and December 31, 2018, fixed maturity securities comprised approximately 91%90% and 92%, 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 JuneSeptember 30, 2019 and December 31, 2018, approximately $13.3$8.3 million and $36.1 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, 2019 | | December 31, 2018 | Amortized Cost | Fair Value | Percent of Total Fair Value | Amortized Cost | Fair Value | Percent of Total Fair Value | | | (in thousands, except percentages) | | AAA | $ | 6,578,079 |
| | $ | 6,589,940 |
| | 85 | % | | $ | 6,247,699 |
| | $ | 6,209,709 |
| | 80 | % | | AA | 176,664 |
| | 178,683 |
| | 2 |
| | 221,126 |
| | 220,466 |
| | 3 |
| | A | 378,834 |
| | 382,050 |
| | 5 |
| | 497,428 |
| | 493,964 |
| | 6 |
| | BBB | 595,577 |
| | 600,357 |
| | 8 |
| | 782,284 |
| | 777,928 |
| | 10 |
| | Below investment grade | 27,932 |
| | 27,932 |
| | — |
| | 33,171 |
| | 32,683 |
| | 1 |
| | Total fixed maturities | $ | 7,757,086 |
| | $ | 7,778,962 |
| | 100 | % | | $ | 7,781,708 |
| | $ | 7,734,750 |
| | 100 | % |
As of June 30, 2019 and December 31, 2018, approximately 35% and 34%, respectively, of securities rated AAA were GNMA, FNMA and FHLMC mortgage backed securities. No holdings of any issuer were greater than 10% of total equity. | | | | | | | | | | | | | | | | | | | | | | | | | Ratings | September 30, 2019 | | December 31, 2018 | Amortized Cost | Fair Value | Percent of Total Fair Value | Amortized Cost | Fair Value | Percent of Total Fair Value | | | (in thousands, except percentages) | | AAA | $ | 6,495,902 |
| | $ | 6,509,308 |
| | 87 | % | | $ | 6,247,699 |
| | $ | 6,209,709 |
| | 80 | % | | AA | 149,808 |
| | 151,466 |
| | 2 |
| | 221,126 |
| | 220,466 |
| | 3 |
| | A | 343,192 |
| | 346,943 |
| | 5 |
| | 497,428 |
| | 493,964 |
| | 6 |
| | BBB | 475,440 |
| | 481,139 |
| | 6 |
| | 782,284 |
| | 777,928 |
| | 10 |
| | Below investment grade | 17,320 |
| | 17,328 |
| | — |
| | 33,171 |
| | 32,683 |
| | 1 |
| | Total fixed maturities | $ | 7,481,662 |
| | $ | 7,506,184 |
| | 100 | % | | $ | 7,781,708 |
| | $ | 7,734,750 |
| | 100 | % |
AMERIPRISE CERTIFICATE COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
As of September 30, 2019 and December 31, 2018, approximately 33% and 34%, respectively, of 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 | Description of Securities | June 30, 2019 | Description of Securities | September 30, 2019 | | Less than 12 months | 12 months or more | Total | 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 | 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) | | (in thousands, except number of securities) | | Residential mortgage backed securities | Residential mortgage backed securities | 47 | | $ | 682,102 | | $ | (3,022 | ) | 90 | | $ | 744,866 | | $ | (4,121 | ) | 137 | | $ | 1,426,968 | | $ | (7,143 | ) | Residential mortgage backed securities | 49 | | $ | 639,065 | | $ | (1,702 | ) | 85 | | $ | 770,774 | | $ | (4,536 | ) | 134 | | $ | 1,409,839 | | $ | (6,238 | ) | | Corporate debt securities | Corporate debt securities | 1 | | 3,306 | | (6 | ) | 31 | | 369,370 | | (818 | ) | 32 | | 372,676 | | (824 | ) | Corporate debt securities | 1 | | 10,132 | | (1 | ) | 17 | | 152,422 | | (306 | ) | 18 | | 162,554 | | (307 | ) | | Commercial mortgage backed securities | Commercial mortgage backed securities | 22 | | 580,524 | | (1,333 | ) | 25 | | 253,868 | | (2,311 | ) | 47 | | 834,392 | | (3,644 | ) | Commercial mortgage backed securities | 30 | | 788,846 | | (1,409 | ) | 21 | | 180,011 | | (1,057 | ) | 51 | | 968,857 | | (2,466 | ) | | Asset backed securities | Asset backed securities | 8 | | 102,179 | | (408 | ) | 16 | | 138,426 | | (887 | ) | 24 | | 240,605 | | (1,295 | ) | Asset backed securities | 8 | | 84,643 | | (29 | ) | 13 | | 164,333 | | (1,253 | ) | 21 | | 248,976 | | (1,282 | ) | | State and municipal obligations | State and municipal obligations | — | | — | | — | | 8 | | 25,035 | | (108 | ) | 8 | | 25,035 | | (108 | ) | State and municipal obligations | — | | — | | — | | 1 | | 2,731 | | (79 | ) | 1 | | 2,731 | | (79 | ) | | U.S. government and agency obligations | 1 | | 24,748 | | (1 | ) | — | | — | | — | | 1 | | 24,748 | | (1 | ) | | | Total | Total | 79 | | $ | 1,392,859 | | $ | (4,770 | ) | 170 | | $ | 1,531,565 | | $ | (8,245 | ) | 249 | | $ | 2,924,424 | | $ | (13,015 | ) | Total | 88 | | $ | 1,522,686 | | $ | (3,141 | ) | 137 | | $ | 1,270,271 | | $ | (7,231 | ) | 225 | | $ | 2,792,957 | | $ | (10,372 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Description of Securities | December 31, 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 | 97 | | $ | 1,125,780 | | $ | (8,273 | ) | 113 | | $ | 1,012,582 | | $ | (19,320 | ) | 210 | | $ | 2,138,362 | | $ | (27,593 | ) | | Corporate debt securities | 35 | | 376,774 | | (3,027 | ) | 43 | | 492,955 | | (6,106 | ) | 78 | | 869,729 | | (9,133 | ) | | Commercial mortgage backed securities | 39 | | 892,856 | | (5,245 | ) | 24 | | 240,762 | | (8,519 | ) | 63 | | 1,133,618 | | (13,764 | ) | | Asset backed securities | 23 | | 296,298 | | (3,815 | ) | 23 | | 272,466 | | (3,653 | ) | 46 | | 568,764 | | (7,468 | ) | | State and municipal obligations | 7 | | 28,640 | | (103 | ) | 9 | | 18,482 | | (399 | ) | 16 | | 47,122 | | (502 | ) | | U.S. government and agency obligations | 10 | | 721,934 | | (78 | ) | — | | — | | — | | 10 | | 721,934 | | (78 | ) | | Total | 211 | | $ | 3,442,282 | | $ | (20,541 | ) | 212 | | $ | 2,037,247 | | $ | (37,997 | ) | 423 | | $ | 5,479,529 | | $ | (58,538 | ) |
As part of ACC’s ongoing monitoring process, management determined that the change in gross unrealized losses on its Available-for-Sale securities is attributable to lower interest rates as well as tighter credit spreads. There were no amounts recognized in the Consolidated Statements of Operations for OTTI related to credit losses on Available-for-Sale securities for which a portion of the securities’ total OTTI was recognized in OCI during both the three months and sixnine months ended JuneSeptember 30, 2019 and 2018. The change in net unrealized gains (losses) on securities in other comprehensive income (loss)OCI 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 OTTI losses to credit losses.
AMERIPRISE CERTIFICATE COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
The following table presents a rollforward of the net unrealized gains (losses) on Available-for-Sale securities included in AOCI: | | | | Net Unrealized Gains (Losses) on Securities | | Deferred Income Tax | | Accumulated Other Comprehensive Income (Loss) Related to Net Unrealized Gains (Losses) on Securities | Net Unrealized Gains (Losses) on Securities | | Deferred Income Tax | | Accumulated Other Comprehensive Income (Loss) Related to Net Unrealized Gains (Losses) on Securities | (in thousands) | | Balance at January 1, 2018 | $ | (9,579 | ) | | $ | 3,952 |
| | $ | (5,627 | ) | | $ | (9,579 | ) | | $ | 3,952 |
| | $ | (5,627 | ) | | | Cumulative effect of adoption of equity securities guidance | 3 |
| | (1 | ) | | 2 |
| | 3 |
| | (1 | ) | | 2 |
| | Net unrealized gains (losses) on securities arising during the period (1) | (30,802 | ) | | 7,391 |
| | (23,411 | ) | | (37,202 | ) | | 8,919 |
| | (28,283 | ) | | | Reclassification of net (gains) losses on securities included in net income | (385 | ) | | 81 |
| | (304 | ) | | (292 | ) | | 61 |
| | (231 | ) | | | Balance at June 30, 2018 | $ | (40,763 | ) | | $ | 11,423 |
| | $ | (29,340 | ) | (2) | | | Balance at September 30, 2018 | | $ | (47,070 | ) | | $ | 12,931 |
| | $ | (34,139 | ) | (2) | | | | | | | | | | | | | | | | Balance at January 1, 2019 | $ | (46,958 | ) | | $ | 13,127 |
| | $ | (33,831 | ) | | $ | (46,958 | ) | | $ | 13,127 |
| | $ | (33,831 | ) | | Net unrealized gains (losses) on securities arising during the period (1) | 68,922 |
| | (16,731 | ) | | 52,191 |
| | 71,612 |
| | (17,378 | ) | | 54,234 |
| | | Reclassification of net (gains) losses on securities included in net income | (88 | ) | | 18 |
| | (70 | ) | | (132 | ) | | 28 |
| | (104 | ) | | | Balance at June 30, 2019 | $ | 21,876 |
| | $ | (3,586 | ) | | $ | 18,290 |
| (2) | | | Balance at September 30, 2019 | | $ | 24,522 |
| | $ | (4,223 | ) | | $ | 20,299 |
| (2) |
(1) Net unrealized gains (losses) on securities arising during the period include OTTI 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 of noncredit related impairments on securities and net unrealized gains (losses) on previously impaired securities as of both JuneSeptember 30, 2019 and 2018. 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, | Three Months Ended
September 30, | | Nine Months Ended
September 30, | | 2019 | | 2018 | | 2019 | | 2018 | 2019 | | 2018 | | 2019 | | 2018 | (in thousands) | | Gross realized gains | $ | 159 |
| | $ | 10 |
| | $ | 159 |
| | $ | 910 |
| $ | 44 |
| | $ | — |
| | $ | 203 |
| | $ | 910 |
| | Gross realized losses | (38 | ) | | (305 | ) | | (71 | ) | | (525 | ) | — |
| | (93 | ) | | (71 | ) | | (618 | ) | | Total | $ | 121 |
| | $ | (295 | ) | | $ | 88 |
| | $ | 385 |
| $ | 44 |
| | $ | (93 | ) | | $ | 132 |
| | $ | 292 |
|
Available-for-Sale securities by contractual maturity as of JuneSeptember 30, 2019 were as follows: | | | | Amortized Cost | | Fair Value | Amortized Cost | | Fair Value | (in thousands) | | Due within one year | $ | 2,225,994 |
| | $ | 2,227,329 |
| $ | 2,046,951 |
| | $ | 2,048,406 |
| | Due after one year through five years | 388,566 |
| | 393,019 |
| 334,776 |
| | 339,786 |
| | Due after five years through 10 years | 209 |
| | 256 |
| 209 |
| | 261 |
| | Due after 10 years | — |
| | — |
| — |
| | — |
| | | 2,614,769 |
| | 2,620,604 |
| 2,381,936 |
| | 2,388,453 |
| | Residential mortgage backed securities | 3,031,261 |
| | 3,045,741 |
| 2,994,879 |
| | 3,010,691 |
| | Commercial mortgage backed securities | 1,457,993 |
| | 1,456,082 |
| 1,460,803 |
| | 1,460,159 |
| | Asset backed securities | 653,063 |
| | 656,535 |
| 644,044 |
| | 646,881 |
| | Total | $ | 7,757,086 |
| | $ | 7,778,962 |
| $ | 7,481,662 |
| | $ | 7,506,184 |
|
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 sixnine months ended and the ending balance of the allowance for loan losses by impairment method: | | | | June 30, | September 30, | | 2019 | | 2018 | 2019 | | 2018 | (in thousands) | | Beginning balance | $ | 3,120 |
| | $ | 3,283 |
| $ | 3,120 |
| | $ | 3,283 |
| | Charge-offs | (98 | ) | | (163 | ) | (98 | ) | | (163 | ) | | Ending balance | $ | 3,022 |
| | $ | 3,120 |
| $ | 3,022 |
| | $ | 3,120 |
| | | | | | | | | | Individually evaluated for impairment | $ | — |
| | $ | — |
| $ | — |
| | $ | — |
| | Collectively evaluated for impairment | 3,022 |
| | 3,120 |
| 3,022 |
| | 3,120 |
|
The recorded investment in commercial mortgage loans and syndicated loans by impairment method was as follows: | | | | June 30,
2019 | | December 31,
2018 | September 30,
2019 | | December 31,
2018 | (in thousands) | | Individually evaluated for impairment | $ | 973 |
| | $ | 3,783 |
| $ | 1,818 |
| | $ | 3,783 |
| | Collectively evaluated for impairment | 269,420 |
| | 259,515 |
| 269,470 |
| | 259,515 |
| | Total | $ | 270,393 |
| | $ | 263,298 |
| $ | 271,288 |
| | $ | 263,298 |
|
As of JuneSeptember 30, 2019 and December 31, 2018, ACC’s recorded investment in financing receivables individually evaluated for impairment for which there was no related allowance for loan losses was $1.0$1.8 million and $3.8 million, respectively. Unearned income, unamortized premiums and discounts, and net unamortized deferred fees and costs are not material to ACC’s total loan balance. During the three months and sixnine months ended JuneSeptember 30, 2019, ACC purchased $10.7$13.5 million and $19.1$32.6 million, respectively, of syndicated loans. During the three months and sixnine months ended JuneSeptember 30, 2018, ACC purchased $49.2$14.1 million and $57.4$71.5 million, respectively, of syndicated loans. During the three months and sixnine months ended JuneSeptember 30, 2019, ACC sold $2.1$2.5 million and $6.0$8.5 million, respectively, of syndicated loans. During the three months and sixnine months ended JuneSeptember 30, 2018, ACC sold $6.0$0.2 million and $6.4$6.6 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 $1.8 million and nil as of both JuneSeptember 30, 2019 and December 31, 2018., respectively. All other loans were considered to be performing. Commercial Mortgage Loans ACC reviews the credit worthiness of the borrower and the performance of the underlying properties in order to determine the risk of loss on commercial mortgage loans. Based on this review, the commercial mortgage loans are assigned an internal risk rating, which management updates as necessary. Commercial mortgage loans which management has assigned its highest risk rating were nil as of both JuneSeptember 30, 2019 and December 31, 2018. 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 | Loans | | Percentage | June 30,
2019 | | December 31,
2018 | | June 30,
2019 | | December 31,
2018 | September 30,
2019 | | December 31,
2018 | | September 30,
2019 | | December 31,
2018 | | (in thousands) | | | | | (in thousands) | | | | | | East North Central | $ | 6,677 |
| | $ | 5,642 |
| | 6 | % | | 5 | % | $ | 6,551 |
| | $ | 5,642 |
| | 5 | % | | 5 | % | | East South Central | 4,583 |
| | 6,253 |
| | 4 |
| | 5 |
| 4,425 |
| | 6,253 |
| | 3 |
| | 5 |
| | Middle Atlantic | 15,883 |
| | 14,443 |
| | 13 |
| | 13 |
| 15,690 |
| | 14,443 |
| | 13 |
| | 13 |
| | Mountain | 13,954 |
| | 9,794 |
| | 11 |
| | 9 |
| 13,750 |
| | 9,794 |
| | 11 |
| | 9 |
| | New England | 7,293 |
| | 7,392 |
| | 6 |
| | 6 |
| 7,243 |
| | 7,392 |
| | 6 |
| | 6 |
| | Pacific | 40,764 |
| | 37,147 |
| | 34 |
| | 32 |
| 40,056 |
| | 37,147 |
| | 33 |
| | 32 |
| | South Atlantic | 19,782 |
| | 21,479 |
| | 16 |
| | 19 |
| 20,947 |
| | 21,479 |
| | 17 |
| | 19 |
| | West North Central | 5,833 |
| | 6,132 |
| | 5 |
| | 5 |
| 5,680 |
| | 6,132 |
| | 5 |
| | 5 |
| | West South Central | 6,201 |
| | 6,493 |
| | 5 |
| | 6 |
| 8,449 |
| | 6,493 |
| | 7 |
| | 6 |
| | | 120,970 |
| | 114,775 |
| | 100 | % | | 100 | % | 122,791 |
| | 114,775 |
| | 100 | % | | 100 | % | | Less: allowance for loan losses | 2,341 |
| | 2,341 |
| | | 2,341 |
| | 2,341 |
| | | | Total | $ | 118,629 |
| | $ | 112,434 |
| $ | 120,450 |
| | $ | 112,434 |
|
Concentrations of credit risk of commercial mortgage loans by property type were as follows: | | | | Loans | | Percentage | Loans | | Percentage | June 30,
2019 | | December 31,
2018 | | June 30,
2019 | | December 31,
2018 | September 30,
2019 | | December 31,
2018 | | September 30,
2019 | | December 31,
2018 | | (in thousands) | | | | | (in thousands) | | | | | | Apartments | $ | 29,570 |
| | $ | 26,795 |
| | 24 | % | | 23 | % | $ | 30,687 |
| | $ | 26,795 |
| | 25 | % | | 23 | % | | Industrial | 26,095 |
| | 27,162 |
| | 22 |
| | 24 |
| 25,528 |
| | 27,162 |
| | 21 |
| | 24 |
| | Mixed use | 12,385 |
| | 7,646 |
| | 10 |
| | 7 |
| 12,246 |
| | 7,646 |
| | 10 |
| | 7 |
| | Office | 17,047 |
| | 16,087 |
| | 14 |
| | 14 |
| 16,883 |
| | 16,087 |
| | 14 |
| | 14 |
| | Retail | 33,997 |
| | 34,814 |
| | 28 |
| | 30 |
| 35,771 |
| | 34,814 |
| | 29 |
| | 30 |
| | Hotel | 520 |
| | 607 |
| | 1 |
| | 1 |
| 476 |
| | 607 |
| | — |
| | 1 |
| | Other | 1,356 |
| | 1,664 |
| | 1 |
| | 1 |
| 1,200 |
| | 1,664 |
| | 1 |
| | 1 |
| | | 120,970 |
| | 114,775 |
| | 100 | % | | 100 | % | 122,791 |
| | 114,775 |
| | 100 | % | | 100 | % | | Less: allowance for loan losses | 2,341 |
| | 2,341 |
| | | 2,341 |
| | 2,341 |
| | | | Total | $ | 118,629 |
| | $ | 112,434 |
| $ | 120,450 |
| | $ | 112,434 |
|
Syndicated Loans The recorded investment in syndicated loans as of Juneboth September 30, 2019 and December 31, 2018 was $149.4 million and $148.5 million, respectively.million. 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 both the three months and sixnine months ended JuneSeptember 30, 2019 and 2018. 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. |
| | | Level 2 | Prices or valuations based on observable inputs other than quoted prices in active markets for identical assets and liabilities. |
AMERIPRISE CERTIFICATE COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
| | | 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, 2019 | September 30, 2019 | | Level 1 | | Level 2 | | Level 3 | | Total | Level 1 | | Level 2 | | Level 3 | | Total | (in thousands) | | Assets | |
| | | | | | | |
| | | | | | | | Cash equivalents | $ | — |
| | $ | 393,238 |
| | $ | — |
| | $ | 393,238 |
| $ | — |
| | $ | 502,798 |
| | $ | — |
| | $ | 502,798 |
| | Available-for-Sale securities: | |
| | |
| | |
| | |
| |
| | |
| | |
| | |
| | Residential mortgage backed securities | — |
| | 2,958,296 |
| | 87,445 |
| | 3,045,741 |
| — |
| | 2,982,634 |
| | 28,057 |
| | 3,010,691 |
| | Corporate debt securities | — |
| | 782,642 |
| | 19,207 |
| | 801,849 |
| — |
| | 635,212 |
| | 14,235 |
| | 649,447 |
| | Commercial mortgage backed securities | — |
| | 1,456,082 |
| | — |
| | 1,456,082 |
| — |
| | 1,460,159 |
| | — |
| | 1,460,159 |
| | Asset backed securities | — |
| | 656,535 |
| | — |
| | 656,535 |
| — |
| | 642,081 |
| | 4,800 |
| | 646,881 |
| | State and municipal obligations | — |
| | 56,751 |
| | — |
| | 56,751 |
| — |
| | 46,727 |
| | — |
| | 46,727 |
| | U.S. government and agency obligations | 1,762,004 |
| | — |
| | — |
| | 1,762,004 |
| 1,692,279 |
| | — |
| | — |
| | 1,692,279 |
| | Total Available-for-Sale securities | 1,762,004 |
| | 5,910,306 |
| | 106,652 |
| | 7,778,962 |
| 1,692,279 |
| | 5,766,813 |
| | 47,092 |
| | 7,506,184 |
| | Equity securities | — |
| | 347 |
| | 121 |
| | 468 |
| — |
| | — |
| | 379 |
| | 379 |
| | Equity derivative contracts | 4 |
| | 39,681 |
| | — |
| | 39,685 |
| 12 |
| | 41,717 |
| | — |
| | 41,729 |
| | Total assets at fair value | $ | 1,762,008 |
| | $ | 6,343,572 |
| | $ | 106,773 |
| | $ | 8,212,353 |
| $ | 1,692,291 |
| | $ | 6,311,328 |
| | $ | 47,471 |
| | $ | 8,051,090 |
| | | | | | | | | | | | | | | | | | Liabilities | |
| | | | | | | |
| | | | | | | | Stock market certificate embedded derivatives | $ | — |
| | $ | 13,128 |
| | $ | — |
| | $ | 13,128 |
| $ | — |
| | $ | 13,120 |
| | $ | — |
| | $ | 13,120 |
| | Equity derivative contracts | — |
| | 27,329 |
| | — |
| | 27,329 |
| — |
| | 29,586 |
| | — |
| | 29,586 |
| | Total liabilities at fair value | $ | — |
| | $ | 40,457 |
| | $ | — |
| | $ | 40,457 |
| $ | — |
| | $ | 42,706 |
| | $ | — |
| | $ | 42,706 |
|
| | | | | | | | | | | | | | | | | | | December 31, 2018 | | Level 1 | | Level 2 | | Level 3 | | Total | | (in thousands) | | Assets | |
| | | | | | | | Cash equivalents | $ | — |
| | $ | 360,580 |
| | $ | — |
| | $ | 360,580 |
| | Available-for-Sale securities: | | | | | | | |
| | Residential mortgage backed securities | — |
| | 2,991,115 |
| | 62,588 |
| | 3,053,703 |
| | Corporate debt securities | — |
| | 976,975 |
| | 41,842 |
| | 1,018,817 |
| | Commercial mortgage backed securities | — |
| | 1,178,193 |
| | 19,787 |
| | 1,197,980 |
| | Asset backed securities | — |
| | 662,731 |
| | — |
| | 662,731 |
| | State and municipal obligations | — |
| | 61,590 |
| | — |
| | 61,590 |
| | U.S. government and agency obligations | 1,739,929 |
| | — |
| | — |
| | 1,739,929 |
| | Total Available-for-Sale securities | 1,739,929 |
| | 5,870,604 |
| | 124,217 |
| | 7,734,750 |
| | Equity securities | — |
| | 466 |
| | — |
| | 466 |
| | Equity derivative contracts | 6 |
| | 13,173 |
| | — |
| | 13,179 |
| | Total assets at fair value | $ | 1,739,935 |
| | $ | 6,244,823 |
| | $ | 124,217 |
| | $ | 8,108,975 |
| | | | | | | | | | | Liabilities | |
| | | | | | | | Stock market certificate embedded derivatives | $ | — |
| | $ | 6,145 |
| | $ | — |
| | $ | 6,145 |
| | Equity derivative contracts | — |
| | 8,209 |
| | — |
| | 8,209 |
| | Total liabilities at fair value | $ | — |
| | $ | 14,354 |
| | $ | — |
| | $ | 14,354 |
|
AMERIPRISE CERTIFICATE COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
The following tables provide a summary of changes in Level 3 assets measured at fair value on a recurring basis:
AMERIPRISE CERTIFICATE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | Available-for-Sale Securities | | Equity Securities | | | Residential Mortgage Backed Securities | | Corporate Debt Securities | | Asset Backed Securities | | Total | | (in thousands) | | | Balance, July 1, 2019 | $ | 87,445 |
| | $ | 19,207 |
| | $ | — |
| | $ | 106,652 |
| | $ | 121 |
| | | Total gains (losses) included in: | | | | | | | | | | | | Net income | (1 | ) | | (14 | ) | | 4 |
| | (11 | ) | (1) | (89 | ) | (2) | | Other comprehensive income (loss) | 97 |
| | 42 |
| | (32 | ) | | 107 |
| | — |
| | | Settlements | (2,039 | ) | | (5,000 | ) | | — |
| | (7,039 | ) | | — |
| | | Transfers into Level 3 | — |
| | — |
| | 4,828 |
| | 4,828 |
| | 347 |
| | | Transfers out of Level 3 | (57,445 | ) | | — |
| | — |
| | (57,445 | ) | | — |
| | | Balance, September 30, 2019 | $ | 28,057 |
| | $ | 14,235 |
| | $ | 4,800 |
| | $ | 47,092 |
| | $ | 379 |
| | | Changes in unrealized gains (losses) relating to assets held at September 30, 2019 | $ | (2 | ) | | $ | (11 | ) | | $ | 4 |
| | $ | (9 | ) | (1) | $ | (89 | ) | (2) |
| | | | | Available-for-Sale Securities | | | | Available-for-Sale Securities | | | Residential Mortgage Backed Securities | | Corporate Debt Securities | | Total | Equity Securities | | Residential Mortgage Backed Securities | | Corporate Debt Securities | | Commercial Mortgage Backed Securities | | Asset Backed Securities | | Total | | (in thousands) | | (in thousands) | | | Balance, April 1, 2019 | $ | 19,391 |
| | $ | 32,055 |
| | $ | 51,446 |
| | $ | — |
| | | | Balance, July 1, 2018 | | $ | 51,065 |
| | $ | 41,760 |
| | $ | 40,000 |
| | $ | 12,333 |
| | $ | 145,158 |
| | | Total gains (losses) included in: | Total gains (losses) included in: | | | | | | | | | | | | | | | | | | | | Net income | Net income | — |
| | (16 | ) | | (16 | ) | (1) | 3 |
| (1) | 22 |
| | (15 | ) | | — |
| | — |
| | 7 |
| (1) | | Other comprehensive income (loss) | Other comprehensive income (loss) | 12 |
| | 168 |
| | 180 |
| | — |
| | 42 |
| | 43 |
| | — |
| | — |
| | 85 |
| | | Purchases | Purchases | 72,883 |
| | — |
| | 72,883 |
| | — |
| | 20,000 |
| | — |
| | — |
| | — |
| | 20,000 |
| | | Settlements | Settlements | (1,615 | ) | | (13,000 | ) | | (14,615 | ) | | — |
| | (4,015 | ) | | — |
| | — |
| | — |
| | (4,015 | ) | | | Transfers into Level 3 | — |
| | — |
| | — |
| | 118 |
| | | | Transfers out of Level 3 | Transfers out of Level 3 | (3,226 | ) | | — |
| | (3,226 | ) | | — |
| | (22,664 | ) | | — |
| | (40,000 | ) | | (12,333 | ) | | (74,997 | ) | | | Balance, June 30, 2019 | $ | 87,445 |
| | $ | 19,207 |
| | $ | 106,652 |
| | $ | 121 |
| | | | Changes in unrealized gains (losses) relating to assets held at June 30, 2019 | $ | — |
| | $ | (16 | ) | | $ | (16 | ) | (1) | $ | 3 |
| (1) | | | Balance, September 30, 2018 | | $ | 44,450 |
| | $ | 41,788 |
| | $ | — |
| | $ | — |
| | $ | 86,238 |
| | | Changes in unrealized gains (losses) relating to assets held at September 30, 2018 | | $ | 22 |
| | $ | (15 | ) | | $ | — |
| | $ | — |
| | $ | 7 |
| (1) |
| | | | | | | | | | | | | | | | | | | | | | | | | | 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 | | Equity Securities | | Available-for-Sale Securities | | Equity Securities | | | Residential Mortgage Backed Securities | | Corporate Debt Securities | | Commercial Mortgage Backed Securities | | Total | Residential Mortgage Backed Securities | | Corporate Debt Securities | | Commercial Mortgage Backed Securities | | Asset Backed Securities | | Total | | | (in thousands) | | (in thousands) | | | Balance, January 1, 2019 | $ | 62,588 |
| | $ | 41,842 |
| | $ | 19,787 |
| | $ | 124,217 |
| | $ | — |
| | $ | 62,588 |
| | $ | 41,842 |
| | $ | 19,787 |
| | $ | — |
| | $ | 124,217 |
| | $ | — |
| | | Total gains (losses) included in: | | | | | | | | | | | | | | | | | | | | | | | | Net income | 22 |
| | (31 | ) | | — |
| | (9 | ) | (1) | 3 |
| (1) | 21 |
| | (45 | ) | | — |
| | 4 |
| | (20 | ) | (1) | (86 | ) | (2) | | Other comprehensive income (loss) | 19 |
| | 396 |
| | — |
| | 415 |
| | — |
| | 116 |
| | 438 |
| | — |
| | (32 | ) | | 522 |
| | — |
| | | Purchases | 72,883 |
| | — |
| | — |
| | 72,883 |
| | — |
| | 72,883 |
| | — |
| | — |
| | — |
| | 72,883 |
| | — |
| | | Settlements | (4,842 | ) | | (23,000 | ) | | — |
| | (27,842 | ) | | — |
| | (6,881 | ) | | (28,000 | ) | | — |
| | — |
| | (34,881 | ) | | — |
| | | Transfers into Level 3 | — |
| | — |
| | — |
| | — |
| | 118 |
| | — |
| | — |
| | — |
| | 4,828 |
| | 4,828 |
| | 465 |
| | | Transfers out of Level 3 | (43,225 | ) | | — |
| | (19,787 | ) | | (63,012 | ) | | — |
| | (100,670 | ) | | — |
| | (19,787 | ) | | — |
| | (120,457 | ) | | — |
| | | Balance, June 30, 2019 | $ | 87,445 |
| | $ | 19,207 |
| | $ | — |
| | $ | 106,652 |
| | $ | 121 |
| | | | Changes in unrealized gains (losses) relating to assets held at June 30, 2019 | $ | — |
| | $ | (31 | ) | | $ | — |
| | $ | (31 | ) | (1) | $ | 3 |
| (1) | | | Balance, September 30, 2019 | | $ | 28,057 |
| | $ | 14,235 |
| | $ | — |
| | $ | 4,800 |
| | $ | 47,092 |
| | $ | 379 |
| | | Changes in unrealized gains (losses) relating to assets held at September 30, 2019 | | $ | (2 | ) | | $ | (34 | ) | | $ | — |
| | $ | 4 |
| | $ | (32 | ) | (1) | $ | (86 | ) | (2) |
AMERIPRISE CERTIFICATE COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
| | | | Available-for-Sale Securities | | Equity Securities | Available-for-Sale Securities | | Equity Securities | | Residential Mortgage Backed Securities | | Corporate Debt Securities | | Commercial Mortgage Backed Securities | | Asset Backed Securities | | Total | Residential Mortgage Backed Securities | | Corporate Debt Securities | | Commercial Mortgage Backed Securities | | Asset Backed Securities | | Total | | | (in thousands) | (in thousands) | | Balance, January 1, 2018 | $ | 68,710 |
| | $ | 67,341 |
| | $ | — |
| | $ | — |
| | $ | 136,051 |
| | $ | 28 |
| $ | 68,710 |
| | $ | 67,341 |
| | $ | — |
| | $ | — |
| | $ | 136,051 |
| | $ | 28 |
| | Total gains (losses) included in: | | | | | | | | | | | | | | | | | | | | | | | | Net income | (24 | ) | | (199 | ) | | — |
| | — |
| | (223 | ) | (1) | — |
| (3 | ) | | (214 | ) | | — |
| | — |
| | (217 | ) | (1) | — |
| | Other comprehensive income (loss) | (486 | ) | | (382 | ) | | — |
| | — |
| | (868 | ) | | — |
| (444 | ) | | (339 | ) | | — |
| | — |
| | (783 | ) | | — |
| | Purchases | — |
| | — |
| | 40,000 |
| | 12,333 |
| | 52,333 |
| | — |
| 20,000 |
| | — |
| | 40,000 |
| | 12,333 |
| | 72,333 |
| | — |
| | Settlements | (14,865 | ) | | (25,000 | ) | | — |
| | — |
| | (39,865 | ) | | — |
| (18,879 | ) | | (25,000 | ) | | — |
| | — |
| | (43,879 | ) | | — |
| | Transfers out of Level 3 | (2,270 | ) | | — |
| | — |
| | — |
| | (2,270 | ) | | (28 | ) | (24,934 | ) | | — |
| | (40,000 | ) | | (12,333 | ) | | (77,267 | ) | | (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) | $ | — |
| | | Balance, September 30, 2018 | | $ | 44,450 |
| | $ | 41,788 |
| | $ | — |
| | $ | — |
| | $ | 86,238 |
| | $ | — |
| | Changes in unrealized gains (losses) relating to assets held at September 30, 2018 | | $ | 55 |
| | $ | (46 | ) | | $ | — |
| | $ | — |
| | $ | 9 |
| (1) | $ | — |
|
(1) Included in investment income in the Consolidated Statements of Operations. (2) Included in net realized gain (loss) on investments before income taxes 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 values that are now based on a single non-binding broker quote. 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, 2019 | September 30, 2019 | | Fair Value | | Valuation Technique | | Unobservable Input | | Range | | Weighted Average | Fair Value | | Valuation Technique | | Unobservable Input | | Range | | Weighted Average | | (in thousands) | | (in thousands) | | Corporate debt securities (private placements) | $ | 19,204 |
| | Discounted cash flow | | Yield/spread to U.S. Treasuries | | 1.0% - 1.3% | | 1.1% | $ | 14,232 |
| | Discounted cash flow | | Yield/spread to U.S. Treasuries | | 1.1% - 1.2% | | 1.1% |
| | | | | | | | | | | | | | | December 31, 2018 | | Fair Value | | Valuation Technique | | Unobservable Input | | Range | | Weighted Average | | (in thousands) | | | | | | | | | Corporate debt securities (private placements) | $ | 41,839 |
| | Discounted cash flow | | Yield/spread to U.S. Treasuries | | 1.2% - 1.6% | | 1.3% |
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. Uncertainty of Fair Value Measurements 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 have resulted in a significantly lower (higher) fair value measurement. Determination of Fair Value ACC uses valuation techniques consistent with the market and income approaches to measure the fair value of its assets and liabilities. ACC’s market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. ACC’s income approach uses valuation techniques to convert future projected cash flows to a single discounted present value amount. When applying either approach, ACC maximizes the use of observable inputs and minimizes the use of unobservable inputs. 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.
AMERIPRISE CERTIFICATE COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
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. 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 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 both JuneSeptember 30, 2019 and December 31, 2018. 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. Fair Value on a Nonrecurring Basis During the reporting periods, there were no material assets or liabilities measured at fair value on a nonrecurring basis. Assets and Liabilities Not Reported at Fair Value 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, 2019 | September 30, 2019 | Carrying Value | | Fair Value | Carrying Value | | Fair Value | | Level 1 | | Level 2 | | Level 3 | | Total | Level 1 | | Level 2 | | Level 3 | | Total | (in thousands) | | Financial Assets | | | | | | | | | | | | | | | | | | | | Syndicated loans | $ | 148,742 |
| | $ | — |
| | $ | 142,189 |
| | $ | 5,221 |
| | $ | 147,410 |
| $ | 147,816 |
| | $ | — |
| | $ | 139,164 |
| | $ | 7,722 |
| | $ | 146,886 |
| | Commercial mortgage loans | 118,629 |
| | — |
| | — |
| | 121,527 |
| | 121,527 |
| 120,450 |
| | — |
| | — |
| | 124,185 |
| | 124,185 |
| | Certificate loans | 204 |
| | — |
| | 204 |
| | — |
| | 204 |
| 211 |
| | — |
| | 211 |
| | — |
| | 211 |
| | Financial Liabilities | | | | | | | | | | | | | | | | | | | | Certificate reserves | $ | 7,937,737 |
| | $ | — |
| | $ | — |
| | $ | 7,919,757 |
| | $ | 7,919,757 |
| $ | 7,730,746 |
| | $ | — |
| | $ | — |
| | $ | 7,716,054 |
| | $ | 7,716,054 |
|
AMERIPRISE CERTIFICATE COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
| | | | | | | | | | | | | | | | | | | | | | | December 31, 2018 | Carrying Value | | Fair Value | | Level 1 | | Level 2 | | Level 3 | | Total | | (in thousands) | | Financial Assets | | | | | | | | | | | Syndicated loans | $ | 147,744 |
| | $ | — |
| | $ | 130,007 |
| | $ | 11,444 |
| | $ | 141,451 |
| | Commercial mortgage loans | 112,434 |
| | — |
| | — |
| | 111,768 |
| | 111,768 |
| | Certificate loans | 243 |
| | — |
| | 243 |
| | — |
| | 243 |
| | Financial Liabilities | | | | | | | | | | | Certificate reserves | $ | 7,885,819 |
| | $ | — |
| | $ | — |
| | $ | 7,844,724 |
| | $ | 7,844,724 |
|
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, 2019 | September 30, 2019 | | 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 | | Amounts of Assets Presented in the Consolidated Balance Sheets | | Gross Amounts Not Offset in the
Consolidated Balance Sheets | | Net Amount | Financial Instruments (1) | | Cash Collateral | Financial Instruments (1) | | Cash Collateral | (in thousands) | | Derivatives: | | | | | | | | | | | | | | | | | | | | | | | | OTC | $ | 39,681 |
| | $ | — |
| | $ | 39,681 |
| | $ | (27,329 | ) | | $ | (11,973 | ) | | $ | 379 |
| $ | 41,717 |
| | $ | — |
| | $ | 41,717 |
| | $ | (29,586 | ) | | $ | (11,953 | ) | | $ | 178 |
| | Exchange-traded | 4 |
| | — |
| | 4 |
| | — |
| | — |
| | 4 |
| 12 |
| | — |
| | 12 |
| | — |
| | — |
| | 12 |
| | Total | $ | 39,685 |
| | $ | — |
| | $ | 39,685 |
| | $ | (27,329 | ) | | $ | (11,973 | ) | | $ | 383 |
| $ | 41,729 |
| | $ | — |
| | $ | 41,729 |
| | $ | (29,586 | ) | | $ | (11,953 | ) | | $ | 190 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | December 31, 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 | Financial Instruments (1) | | Cash Collateral | | (in thousands) | | Derivatives: | | | | | | | | | | | | | OTC | $ | 13,173 |
| | $ | — |
| | $ | 13,173 |
| | $ | (8,209 | ) | | $ | (4,553 | ) | | $ | 411 |
| | Exchange-traded | 6 |
| | — |
| | 6 |
| | — |
| | — |
| | 6 |
| | Total | $ | 13,179 |
| | $ | — |
| | $ | 13,179 |
| | $ | (8,209 | ) | | $ | (4,553 | ) | | $ | 417 |
|
(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.
AMERIPRISE CERTIFICATE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
The following tables present the gross and net information about ACC’s liabilities subject to master netting agreements: | | | | June 30, 2019 | September 30, 2019 | | 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 | | Amounts of Liabilities Presented in the Consolidated Balance Sheets | | Gross Amounts Not Offset in the
Consolidated Balance Sheets | | Net Amount | Financial Instruments (1) | | Cash Collateral | Financial Instruments (1) | | Cash Collateral | (in thousands) | | Derivatives: | | | | | | | | | | | | | | | | | | | | | | | | OTC | $ | 27,329 |
| | $ | — |
| | $ | 27,329 |
| | $ | (27,329 | ) | | $ | — |
| | $ | — |
| $ | 29,586 |
| | $ | — |
| | $ | 29,586 |
| | $ | (29,586 | ) | | $ | — |
| | $ | — |
| | Total | $ | 27,329 |
| | $ | — |
| | $ | 27,329 |
| | $ | (27,329 | ) | | $ | — |
| | $ | — |
| $ | 29,586 |
| | $ | — |
| | $ | 29,586 |
| | $ | (29,586 | ) | | $ | — |
| | $ | — |
|
AMERIPRISE CERTIFICATE COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | December 31, 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 | Financial Instruments (1) | | Cash Collateral | | (in thousands) | | Derivatives: | | | | | | | | | | | | | OTC | $ | 8,209 |
| | $ | — |
| | $ | 8,209 |
| | $ | (8,209 | ) | | $ | — |
| | $ | — |
| | Total | $ | 8,209 |
| | $ | — |
| | $ | 8,209 |
| | $ | (8,209 | ) | | $ | — |
| | $ | — |
|
(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 amount 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. When the fair value of collateral accepted by ACC is less than the amount due to ACC, there is a risk of loss if the counterparty fails to perform or provide additional collateral. To mitigate this risk, ACC monitors collateral values regularly and requires additional collateral when necessary. When the value of collateral pledged by ACC declines, it may be required to post additional collateral. Cash collateral accepted by ACC is reflected in other liabilities. 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. ACC uses derivatives as economic hedges of equity risk related to 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, 2019 | | December 31, 2018 | September 30, 2019 | | December 31, 2018 | | Notional | | Gross Fair Value | Notional | | Gross Fair Value | Notional | | Gross Fair Value | Notional | | Gross Fair Value | | Assets | | Liabilities | Assets | | | Liabilities | Assets | | Liabilities | Assets | | | Liabilities | (in thousands) | | Derivatives not designated as hedging instruments | | | | | | | | | | | | | | | | | | | Equity contracts(1) | $ | 807,706 |
| | $ | 39,685 |
| | $ | 27,329 |
| | $ | 828,182 |
| | $ | 13,179 |
| | $ | 8,209 |
| $ | 786,268 |
| | $ | 41,729 |
| | $ | 29,586 |
| | $ | 828,182 |
| | $ | 13,179 |
| | $ | 8,209 |
| | Embedded derivatives | | | | | | | | | | | | | | | | | | | | | | | Stock market certificates(2) | N/A |
| | — |
| | 13,128 |
| | N/A |
| | — |
| | 6,145 |
| N/A |
| | — |
| | 13,120 |
| | N/A |
| | — |
| | 6,145 |
| | Total derivatives | $ | 807,706 |
| | $ | 39,685 |
| | $ | 40,457 |
| | $ | 828,182 |
| | $ | 13,179 |
| | $ | 14,354 |
| $ | 786,268 |
| | $ | 41,729 |
| | $ | 42,706 |
| | $ | 828,182 |
| | $ | 13,179 |
| | $ | 14,354 |
|
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.
AMERIPRISE CERTIFICATE COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
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 | Derivatives not designated as hedging instruments | Location of Gain (Loss) on Derivatives Recognized in Income | | Amount of Gain (Loss) on Derivatives Recognized in Income | 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, | Three Months Ended
September 30, | | Nine Months Ended
September 30, | | 2019 | | 2018 | 2019 | | 2018 | 2019 | | 2018 | 2019 | | 2018 | | | | | (in thousands) | | | (in thousands) | | Equity contracts | Equity contracts | | | | | | | | | Equity contracts | | | | | | | | | | Stock market certificates | Stock market certificates | Net provision for certificate reserves | | $ | 1,994 |
| | $ | 934 |
| | $ | 7,441 |
| | $ | 514 |
| Stock market certificates | Net provision for certificate reserves | | $ | 828 |
| | $ | 1,898 |
| | $ | 8,269 |
| | $ | 2,412 |
| | Stock market certificates embedded derivatives | Stock market certificates embedded derivatives | Net provision for certificate reserves | | (297 | ) | (1) | (1,098 | ) | | (5,839 | ) | (1) | (453 | ) | Stock market certificates embedded derivatives | Net provision for certificate reserves | | (779 | ) | | (1,904 | ) | | (6,618 | ) | (1) | (2,357 | ) | | Total | Total | | $ | 1,697 |
| | $ | (164 | ) | | $ | 1,602 |
| | $ | 61 |
| Total | | $ | 49 |
| | $ | (6 | ) | | $ | 1,651 |
| | $ | 55 |
|
(1) These amounts includeThis amount includes the impact of an out-of-period correction recorded in the second quarter of 2019. See Note 1 for more information. 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 both JuneSeptember 30, 2019 and December 31, 2018. 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. 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 AOCI: | | Accumulated Other Comprehensive Income (Loss) Reclassification | Accumulated Other Comprehensive Income (Loss) Reclassification | Location of (Gain) Loss Recognized in Income | Three Months Ended
June 30, | | Six Months Ended
June 30, | Accumulated Other Comprehensive Income (Loss) Reclassification | Location of (Gain) Loss Recognized in Income | Three Months Ended
September 30, | | Nine Months Ended
September 30, | | 2019 | | 2018 | | 2019 | | 2018 | 2019 | | 2018 | | 2019 | | 2018 | | | | | (in thousands) | | | (in thousands) | | Unrealized net (gains) losses on Available-for-Sale securities | Unrealized net (gains) losses on Available-for-Sale securities | Net realized gain (loss) on investments | $ | (121 | ) | | $ | 295 |
| | $ | (88 | ) | | $ | (385 | ) | Unrealized net (gains) losses on Available-for-Sale securities | Net realized gain (loss) on investments | $ | (44 | ) | | $ | 93 |
| | $ | (132 | ) | | $ | (292 | ) | | Tax expense (benefit) | Tax expense (benefit) | Income tax expense (benefit) | 25 |
| | (62 | ) | | 18 |
| | 81 |
| Tax expense (benefit) | Income tax expense (benefit) | 10 |
| | (20 | ) | | 28 |
| | 61 |
| | Net of tax | Net of tax | $ | (96 | ) | | $ | 233 |
| | $ | (70 | ) | | $ | (304 | ) | Net of tax | $ | (34 | ) | | $ | 73 |
| | $ | (104 | ) | | $ | (231 | ) |
AMERIPRISE CERTIFICATE COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
During the three months and sixnine months ended JuneSeptember 30, 2019, ACC received cash contributions from Ameriprise Financial of nil and $4.5 million, respectively. During both the three months and sixnine months ended JuneSeptember 30, 2018, ACC received cash contributions from Ameriprise Financial of $3.0 million.$12.0 million and $15.0 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 2018 10-K. During the three months and nine months ended September 30, 2019, ACC paid dividends to Ameriprise Financial of $35.0 million and $47.7 million, respectively. The dividends for the nine months ended September 30, 2019 include ACC’s payment of $12.7 million to Ameriprise Financial in the second quarter of 2019 for the settlement of deferred federal income taxes. See Note 1 for more information. ACC did not pay any dividends to Ameriprise Financial during the three months and sixnine months endedJune 30, 2019 andSeptember 30, 2018. 10. Income Taxes ACC’s effective tax rate was 25.7%24.8% and 26.9%26.5% for the three months ended JuneSeptember 30, 2019 and 2018, respectively. ACC’s effective tax rate was 25.2%25.1% and 25.4%25.7% for the sixnine months ended JuneSeptember 30, 2019 and 2018, respectively. The effective tax ratesrate for the three months ended JuneSeptember 30, 2019 is higher than the statutory rate primarily as a result of uncertain tax positions and 2018 arestate income taxes, net of federal benefit. The effective tax rate for the nine months ended September 30, 2019 is higher than the statutory rate primarily as a result of state income taxes, net of federal benefit and uncertain tax positions.benefit. The effective tax rates for the sixthree months and nine months ended JuneSeptember 30, 2019 and 2018 are higher than the statutory rate primarily as a result of state income taxes, net of federal benefit. The decrease in the effective tax rate for the three months ended JuneSeptember 30, 2019 compared to the prior year period is primarily due to a reduction in uncertain tax positions. 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 JuneSeptember 30, 2019 and December 31, 2018. In June 2019, ACC terminated its agreement with Ameriprise Financial to settle with cash settle the change in its deferred federal income taxes on a quarterly basis. The final settlement was paid during the second quarter of 2019 and effectively repaid all previous deferred federal income tax settlements that ACC had received. During the six months ended June 30, 2019, ACC paid Ameriprise Financial $12.7 million for the settlement of deferred federal deferred income taxes. See Note 1 for more information. As of JuneSeptember 30, 2019 and December 31, 2018, ACC had $4.2$4.4 million and $3.8 million, respectively, of gross unrecognized tax benefits. If recognized, approximately $3.3$3.5 million and $3.0 million, net of federal tax benefits, of the unrecognized tax benefits as of JuneSeptember 30, 2019 and December 31, 2018, 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 $77$233 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 $56$55 thousand and $98$153 thousand in interest and penalties for the three months and sixnine months ended JuneSeptember 30, 2019, respectively. ACC recognized a net increase of $32$33 thousand and $52$85 thousand in interest and penalties for the three months and sixnine months ended JuneSeptember 30, 2018, respectively. As of JuneSeptember 30, 2019 and December 31, 2018, ACC had a payable of $322$377 thousand and $224 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 states jurisdictions. In the firstthird quarter of 2019, Ameriprise Financial reached an agreement with the Internal Revenue Service (“IRS”) to finalizefederal statutes of limitation closed for the 2014 and 2015 IRS audits. However, duringtax years. Ameriprise Financial’s tax returns for 2014 and 2015 are effectively settled except for one issue which Ameriprise Financial had filed amended returns in the second quarter Ameriprise Financial made a determination to file amended returns for one issue on the 2014 and 2015 income tax returns.of 2019. The IRS is currently auditing Ameriprise Financial’s U.S. income tax returns for 2016 and 2017. Ameriprise Financial’s or its subsidiaries’, including ACC’s, state income tax returns are currently under examination by various jurisdictions for years ranging from 2009 through 2017.
AMERIPRISE CERTIFICATE COMPANY
ITEM 2. MANAGEMENT’S NARRATIVE ANALYSIS The following information should be read in conjunction with Ameriprise Certificate Company’s (“ACC’s”) Consolidated Financial Statements and 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, 2018, filed with the Securities and Exchange Commission (“SEC”) on February 27, 2019 (“2018 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. (“AFSI”), an affiliate of ACC. AFSI 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. In 2018, Ameriprise Financial made the strategic decision to seek to expand the banking products and services it can provide directly to its clients, and commenced the process to convert Ameriprise National Trust Bank into a federal savings bank with the capabilities to offer FDIC insured deposits and a range of lending products. Ameriprise Financial completed that process in May 2019, and therefore ACC (as a subsidiary of Ameriprise Financial) is now (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. 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. Significant Accounting Policies ACC’s significant accounting policies are discussed in detail in “Management’s Narrative Analysis — Recent Accounting Pronouncements and Significant Accounting Policies” in ACC’s 2018 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 SixNine Months Ended JuneSeptember 30, 2019 and 2018 ACC’s net income is derived primarily from the after-tax yield on investments and realized investment gains (losses), less investment expenses and interest credited on certificate reserve liabilities. Net income trends occur largely due to changes in returns on ACC’s investment portfolio, from realization of investment gains (losses) and from changes in interest credited to certificate products. ACC follows U.S. generally accepted accounting principles (“GAAP”). Net income increased $1.2$0.7 million, or 5%2%, to $23.8$34.2 million for the sixnine months ended JuneSeptember 30, 2019 compared to $22.6$33.5 million for the prior year period primarily due to higher investment income, partially offset by higher net provision for certificate reserves and investment expenses and lower net realized gains on investments.expenses. Investment income increased $40.6$50.0 million, or 49%38%, to $124.0$182.6 million for the sixnine months ended JuneSeptember 30, 2019 compared to $83.4$132.6 million for the prior year period reflecting an increase in the average invested asset yield and higher average investment balances from certificate net inflows.balances. Investment expenses increased $4.2$5.0 million, or 21%16%, to $24.5$36.4 million for the sixnine months ended JuneSeptember 30, 2019 compared to $20.3$31.4 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 $34.4$43.8 million, or 77%, to $67.8$100.4 million for the sixnine months ended JuneSeptember 30, 2019 compared to $33.4$56.6 million for the prior year period primarily due to higher average client crediting rates as well as higher average certificate balances from certificate net inflows. Net realized gain on investments before income taxes was $37 thousand for the six months ended June 30, 2019 compared to $0.6 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.balances.
ACC’s effective tax rate was 25.2%25.1% for the sixnine months ended JuneSeptember 30, 2019 compared to 25.4%25.7% for the prior year period.
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���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 JuneSeptember 30, 2019. 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 2018 10-K. ITEM 6. EXHIBITS The following exhibits are filed as part of this Quarterly Report: | | | | Exhibit | Description | | | | | 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. | | 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. | | Certification of Abu M. Arif pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended. | | Certification of Jason S. Bartylla pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended. | | 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 5,November 12, 2019 | By: | /s/ Abu M. Arif | | | Abu M. Arif
Chief Executive Officer |
| | | | | | Date: | August 5,November 12, 2019 | By: | /s/ Jason S. Bartylla | | | Jason S. Bartylla
Chief Financial Officer |
|