UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM 10-Q
--------------------------
|X| QUARTERLY REPORT PURSUANT TO SECTION 30 OF THE INVESTMENT COMPANY ACT OF
1940 AND SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2005
OR
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ________TO ________
COMMISSION FILE NO. 2-23772
AMERIPRISE CERTIFICATE COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 41-6009975
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
52 AMERIPRISE FINANCIAL CENTER
MINNEAPOLIS, MINNESOTA 55474
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (612) 671-3131
----------------
- ------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since
last report.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes No X
--- ---
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes No X
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at November 14, 2005
- --------------------------------------- --------------------------------
Common Shares (par value $10 per share) 150,000 shares
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTIONS
H(1)(a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH THE
REDUCED DISCLOSURE FORMAT.
AMERIPRISE CERTIFICATE COMPANY
FORM 10-Q
INDEX
Page No.
--------
Part I. Financial Information:
Item 1. Financial Statements
Balance Sheets - September 30, 2005 and
December 31, 2004 2
Statements of Operations - Three months ended
September 30, 2005 and 2004 3
Statements of Operations - Nine months ended
September 30, 2005 and 2004 4
Statements of Cash Flows - Nine months ended
September 30, 2005 and 2004 5
Statements of Comprehensive (Loss) Income-
Three months ended September 30, 2005 and 2004 6
Statements of Comprehensive (Loss) Income-
Nine months ended September 30, 2005 and 2004 7
Notes to Financial Statements 8-11
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 12-17
Item 4. Controls and Procedures 17-18
Part II. Other Information
Item 1. Legal Proceedings 18
Item 6. Exhibits 18
Signatures 19
Exhibit Index E-1
PART I. FINANCIAL INFORMATION
ITEM I. FINANCIAL STATEMENTS
AMERIPRISE CERTIFICATE COMPANY
BALANCE SHEETS
(thousands)
September 30, December 31,
2005 2004
------------- ------------
(Unaudited)
ASSETS
- ------
Qualified Assets
Cash and cash equivalents $ 53,803 $ 35,212
Investments in unaffiliated issuers 5,996,116 6,078,006
Equity index options, purchased 75,463 116,285
Receivables and other 603,038 45,861
---------- ----------
Total qualified assets 6,728,420 6,275,364
---------- ----------
Other Assets
Deferred taxes, net 50,865 34,483
Due from other affiliates 2,960 1,939
---------- ----------
Total other assets 53,825 36,422
---------- ----------
Total assets $6,782,245 $6,311,786
========== ==========
LIABILITIES AND SHAREHOLDER'S EQUITY
- ------------------------------------
Liabilities
Certificate reserves $6,391,964 $5,835,243
Equity index options, written 40,462 72,819
Amounts due to brokers 4,663 25,541
Due to Ameriprise Financial, Inc. for federal income taxes - 15,269
Accounts payable and accrued liabilities 35,702 19,845
---------- ----------
Total liabilities 6,472,791 5,968,717
---------- ----------
Shareholder's equity
Common stock 1,500 1,500
Additional paid-in-capital 323,844 323,844
Retained earnings 25,181 3,276
Accumulated other comprehensive (loss) income, net of tax (41,071) 14,449
---------- ----------
Total shareholder's equity 309,454 343,069
---------- ----------
Total liabilities and shareholder's equity $6,782,245 $6,311,786
========== ==========
See Notes to Financial Statements
2
AMERIPRISE CERTIFICATE COMPANY
STATEMENTS OF OPERATIONS
(thousands)
(Unaudited)
Three Months Ended
September 30,
-----------------------------
2005 2004
-------- --------
Investment income $ 83,865 $ 55,953
Investment expenses (12,013) (18,088)
-------- --------
Net investment income before provision for
certificate reserves and income tax provision 71,852 37,865
Net provision for certificate reserves (57,852) (23,481)
-------- --------
Net investment income before income tax provision 14,000 14,384
Income tax provision (4,818) (5,474)
-------- --------
Net investment income 9,182 8,910
-------- --------
Net realized (loss) gain on investments before income tax
provision (16,023) 2,874
Income tax benefit (provision) 4,674 (1,051)
-------- --------
Net realized (loss) gain on investments (11,349) 1,823
-------- --------
Net (loss) income $ (2,167) $ 10,733
======== ========
See Notes to Financial Statements.
3
AMERIPRISE CERTIFICATE COMPANY
STATEMENTS OF OPERATIONS
(thousands)
(Unaudited)
Nine Months Ended
September 30,
------------------------------
2005 2004
--------- --------
Investment income $ 231,736 $178,296
Investment expenses (39,002) (41,990)
--------- --------
Net investment income before provision for
certificate reserves and income tax provision 192,734 136,306
Net provision for certificate reserves (143,378) (84,718)
--------- --------
Net investment income before income tax provision 49,356 51,588
Income tax provision (17,105) (18,314)
--------- --------
Net investment income 32,251 33,274
--------- --------
Net realized (loss) gain on investments before income tax
provision (14,556) 3,868
Income tax benefit (provision) 4,159 (1,399)
--------- --------
Net realized (loss) gain on investments (10,397) 2,469
--------- --------
Net income $ 21,854 $ 35,743
========= ========
See Notes to Financial Statements.
4
AMERIPRISE CERTIFICATE COMPANY
STATEMENTS OF CASH FLOWS
(thousands)
(Unaudited)
Nine Months Ended
September 30,
---------------------------------
2005 2004
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 21,854 $ 35,743
Adjustments to reconcile net income
to net cash provided by operating activities:
Interest added to certificate loans (339) (394)
Amortization of premiums, accretion of discounts, net 13,033 14,858
Deferred taxes, net 13,513 (7,856)
Net realized loss (gain) on investments before income tax provision 14,556 (3,868)
Changes in other operating assets and liabilities:
Equity index options purchased and written, net 8,465 10,143
Deferred distribution fees, net - 6,453
Due (from) to Ameriprise Financial, Inc.- federal income taxes (15,044) 31,613
Dividends and interest receivable (1,672) (4,809)
Other assets and liabilities, net 14,263 14,308
----------- -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES 68,629 96,191
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Available-for-Sale investments:
Sales 704,964 85,652
Maturities and redemptions 694,417 678,268
Purchases (1,454,397) (1,298,153)
Other investments:
Sales 24,477 12,242
Maturities and redemptions 70,327 94,480
Purchases (71,700) (97,764)
Certificate loans:
Payments 1,076 1,432
Fundings (888) (1,219)
Changes in amounts due to and from brokers, net (576,373) 34,194
----------- -----------
NET CASH USED IN INVESTING ACTIVITIES (608,097) (490,868)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Payments from certificate owners 2,706,047 2,120,192
Net provision for certificate reserves 143,378 84,718
Certificate maturities and cash surrenders (2,291,366) (1,680,204)
Return of capital to Ameriprise Financial, Inc. - (20,000)
----------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 558,059 504,706
----------- -----------
NET INCREASE IN CASH AND CASH EQUIVALENTS 18,591 110,029
Cash and cash equivalents beginning of period 35,212 25,099
----------- -----------
CASH AND CASH EQUIVALENTS END OF PERIOD $ 53,803 $ 135,128
=========== ===========
See Notes to Financial Statements.
5
AMERIPRISE CERTIFICATE COMPANY
STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(thousands)
(Unaudited)
Three Months Ended
September 30,
-----------------------------
2005 2004
-------- --------
Net (loss) income $ (2,167) $ 10,733
-------- --------
OTHER COMPREHENSIVE LOSS
Unrealized (losses) gains on Available-for-Sale securities:
Unrealized holding (losses) gains arising during period (69,135) 62,851
Income tax benefit (expense) 24,197 (21,999)
-------- --------
Net unrealized holding (losses) gains arising during period (44,938) 40,852
-------- --------
Reclassification adjustment for (losses) gains included in net (loss)
income 16,027 (2,204)
Income tax (benefit) expense (5,609) 771
-------- --------
Net reclassification adjustment for losses (gains) included in
net (loss) income 10,418 (1,433)
-------- --------
Net unrealized (losses) gains on Available-for-Sale securities (34,520) 39,419
-------- --------
Unrealized gains on interest rate swaps:
Unrealized holding gains (losses) arising during the period 248 (209)
Income tax (expense) benefit (87) 74
-------- --------
Net unrealized holding gains (losses) arising during period 161 (135)
-------- --------
Reclassification adjustment for (gains) losses included in net (loss)
income (248) 1,270
Income tax expense (benefit) 87 (445)
-------- --------
Net reclassification adjustment for (gains) losses included in net
(loss) income (161) 825
-------- --------
Net unrealized gains on interest rate swaps - 690
-------- --------
NET OTHER COMPREHENSIVE (LOSS) INCOME (34,520) 40,109
-------- --------
TOTAL COMPREHENSIVE (LOSS) INCOME $(36,687) $ 50,842
======== ========
See Notes to Financial Statements.
6
AMERIPRISE CERTIFICATE COMPANY
STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(thousands)
(Unaudited)
Nine Months Ended
September 30,
-----------------------------
2005 2004
-------- --------
Net income $ 21,854 $ 35,743
-------- --------
OTHER COMPREHENSIVE LOSS
Unrealized losses on Available-for-Sale securities:
Unrealized holding losses arising during period (100,601) (27,226)
Income tax benefit 35,210 9,529
-------- --------
Net unrealized holding losses arising during period (65,391) (17,697)
-------- --------
Reclassification adjustment for losses (gains) included in net income 15,576 (3,620)
Income tax (benefit) expense (5,451) 1,267
-------- --------
Net reclassification adjustment for losses (gains) included in net
income 10,125 (2,353)
-------- --------
Net unrealized losses on Available-for-Sale securities (55,266) (20,050)
-------- --------
Unrealized (losses) gains on interest rate swaps:
Unrealized holding (losses) gains arising during the period (267) 318
Income tax benefit (expense) 94 (110)
-------- --------
Net unrealized holding (losses) gains arising during period (173) 208
-------- --------
Reclassification adjustment for (gains) losses included in net income (124) 4,487
Income tax expense (benefit) 43 (1,571)
-------- --------
Net reclassification adjustment for (gains) losses included in net
income (81) 2,916
-------- --------
Net unrealized (losses) gains on interest rate swaps (254) 3,124
-------- --------
NET OTHER COMPREHENSIVE LOSS (55,520) (16,926)
-------- --------
TOTAL COMPREHENSIVE (LOSS) INCOME $(33,666) $ 18,817
======== ========
See Notes to Financial Statements.
7
AMERIPRISE CERTIFICATE COMPANY
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION
The accompanying Financial Statements should be read in conjunction with the
financial statements in the Annual Report on Form 10-K of Ameriprise
Certificate Company (ACC or the Company) for the year ended December 31,
2004. Certain reclassifications of prior period amounts have been made to
conform to the current presentation.
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 financial position and results of operations for the interim periods
have been made. All adjustments made were of a normal, recurring nature.
Results of operations reported for interim periods are not necessarily
indicative of results for the entire year.
Separation of Ameriprise Financial, Inc.
- ----------------------------------------
ACC is a wholly owned subsidiary of Ameriprise Financial, Inc. (Ameriprise
Financial). Prior to August 1, 2005, Ameriprise Financial was known as
American Express Financial Corporation. Ameriprise Financial changed its
name on August 1, 2005 as a consequence of the plans announced by American
Express on February 1, 2005, to pursue a spin off of the businesses now
being operated as part of Ameriprise Financial. The separation from American
Express was completed on September 30, 2005. After the separation from
American Express, Ameriprise Financial and its subsidiaries are no longer
affiliated with American Express. Ameriprise Financial and American Express
are independent companies, with separate public ownership, boards of
directors and management.
In connection with the separation, Ameriprise Financial has incurred and
will be incurring separation and distribution-related expenses in order to
become a separate company. Separation costs generally consist of financial
advisor and employee retention program costs, information technology costs,
re-branding costs and certain consulting expenses related to the separation
and distribution of Ameriprise Financial. Based on the terms of the
distribution and investment advisory and services agreements set in place
between ACC and its affiliates, no separation costs will be allocated to
ACC. If separation costs were allocated to ACC the amounts may or may not
be significant to the Company.
During the quarter, ACC notified American Express Bank Limited (AEB), a
subsidiary of American Express Company, of its decision to execute an
orderly wind-down of the business marketed through AEB and AEB International
through modifications to the marketing or selling agreements effective
October 1, 2005. The amount of certificate reserves associated with this
business was approximately $1.4 billion as of September 30, 2005.
RECENTLY ISSUED ACCOUNTING STANDARDS
On November 3, 2005, the Financial Accounting Standards Board (FASB) issued
FASB Staff Position (FSP) FAS 115-1 and FAS 124-1, "The Meaning of
Other-Than-Temporary Impairment and Its Application to Certain Investments."
FSP FAS 115-1 and FAS 124-1 addresses the determination as to when an
investment is considered impaired, whether that impairment is other-
8
AMERIPRISE CERTIFICATE COMPANY
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
than-temporary and the measurement of loss. It also includes accounting
considerations subsequent to the recognition of an other-than-temporary
impairment and requires certain disclosures about unrealized losses that
have not been recognized as other-than-temporary impairments. FSP FAS 115-1
and FAS 124-1 are effective for reporting periods beginning after December
15, 2005. The Company is currently evaluating the impact of FSP FAS 115-1
and FAS 124-1 on the Company's results of operations and financial position.
2. INVESTMENTS IN UNAFFILIATED ISSUERS
Investments in unaffiliated issuers at September 30, 2005 and December 31,
2004 were:
September 30, December 31,
2005 2004
------------- ------------
(Thousands)
Available-for-Sale securities, at fair value
(amortized cost: 2005, $5,608,344; 2004, $5,581,950) $5,545,159 $5,603,789
First mortgage loans on real estate and other loans, at cost
(fair value: 2005, $453,130; 2004, $482,544) 439,139 461,211
Certificate loans - secured by certificate reserves, at cost,
which approximates fair value 11,818 13,006
---------- ----------
Total $5,996,116 $6,078,006
========== ==========
9
AMERIPRISE CERTIFICATE COMPANY
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Gross realized gains and losses on sales and losses recognized for
other-than-temporary impairments of securities classified as
Available-for-Sale, using the specific identification method, were as
follows for the three and nine months ended September 30, 2005 and 2004:
Three Months Ended
September 30,
---------------------------------
2005 2004
-------- -------
(Thousands)
Gross realized gains on sales $ 468 $ 2,373
Gross realized losses on sales $(16,496) $ (168)
Nine Months Ended
September 30,
---------------------------------
2005 2004
-------- -------
(Thousands)
Gross realized gains on sales $ 1,539 $ 4,874
Gross realized losses on sales $(17,103) $(1,054)
Realized losses recognized for other-than-temporary impairments $ (13) $ (200)
3. TAXES AND CERTIFICATE MATURITIES AND SURRENDERS THROUGH LOAN REDUCTIONS
Net cash paid for income taxes during the nine months ended September 30,
2005 was $14.1 million. Net cash received for income taxes during the nine
months ended September 30, 2004 was $22.9 million. Certificate maturities
and surrenders through loan reductions during the nine months ended
September 30, 2005 and 2004 were $1.3 million and $2.1 million,
respectively.
The change in the effective tax rate for the three and nine months ended
September 30, 2005 and 2004, respectively, is primarily a result of
decreased levels of dividend received deductions in 2005, resulting in
lower levels of qualifying dividend income.
10
AMERIPRISE CERTIFICATE COMPANY
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
4. COMMITMENTS AND CONTINGENCIES
Commitments to fund first mortgage loans on real estate at September 30,
2005 and December 31, 2004 were $12.8 million and $2.5 million,
respectively. ACC holds the mortgage document, which gives it the right to
take possession of the property if the borrower fails to perform according
to the terms of the agreements. ACC employs policies and procedures designed
to ensure the creditworthiness of the borrowers and that funds will be
available on the funding date. ACC's investments in first mortgage loans on
real estate are restricted to 80 percent or less of the market value of the
real estate at the time of the loan funding.
ACC believes that it is not a party to, nor are any of its properties the
subject of, any pending legal, arbitration, or regulatory proceedings that
would have a material adverse effect on its financial condition, results of
operations or liquidity. However, it is possible that the outcome of any
such proceedings could have a material impact on results of operations in
any particular reporting period as the proceedings are resolved.
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Ameriprise Certificate Company (ACC or the Company) is registered as an
investment company under the Investment Company Act of 1940 ("the 1940 Act")
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, and American Express Bank Ltd. AFSI is
registered as a broker-dealer in all 50 states, the District of Columbia and
Puerto Rico. Effective October 1, 2005, the Investment Advisory and Services
Agreement between ACC and Ameriprise Financial, Inc. formerly American
Express Financial Corporation, was transferred from Ameriprise Financial to
its affiliate, RiverSource Investments, LLC.
The following discussion may contain forward-looking statements that reflect
the Company'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 below under "Forward-Looking Statements."
ACC is a wholly owned subsidiary of Ameriprise Financial, Inc. (Ameriprise
Financial). Prior to August 1, 2005, Ameriprise Financial was known as
American Express Financial Corporation. Ameriprise Financial changed its
name on August 1, 2005 as a consequence of the plans announced by American
Express on February 1, 2005, to pursue a spin off of the businesses now
being operated under the Ameriprise Financial name. The separation from
American Express was completed on September 30, 2005. After the separation
from American Express, Ameriprise Financial and its subsidiaries are no
longer affiliated with American Express. Ameriprise Financial and American
Express are independent companies, with separate public ownership, boards of
directors and management.
In connection with the separation, Ameriprise Financial has incurred and
will be incurring separation and distribution-related expenses in order to
become a separate company. Separation costs generally consist of financial
advisor and employee retention program costs, information technology costs,
re-branding costs and certain consulting expenses related to the separation
and distribution of Ameriprise Financial. Based on the terms of the
distribution and investment advisory and services agreements set in place
between ACC and its affiliates, no separation costs will be allocated to
ACC. If separation costs were allocated to ACC the amounts may or may not
be significant to the Company.
During the quarter, ACC notified American Express Bank (AEB), a subsidiary
of American Express Company, of its decision to execute an orderly wind-down
of the business marketed through AEB and AEB International through
modifications to the marketing or selling agreements effective October 1,
2005. The amount of certificate reserves associated with this business was
approximately $1.4 billion as of September 30, 2005.
ACC follows United States generally accepted accounting principles (GAAP).
Certain reclassifications of prior period amounts have been made to conform
to the current presentation.
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.
12
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
In 2005, net investment income before provision for certificate reserves and
income tax provision increased $34.0 million, or 89.8 percent, resulting
from higher levels of invested assets primarily due to marketing promotions
for the Flexible Savings 7 and 11 month certificates which ended during the
first quarter of 2005, an increase in the value of options used to
economically hedge outstanding Stock Market certificate reserves due to an
increase in the S&P 500 during the quarter ended September 30, 2005, versus
a slight depreciation during the same period one year ago, and an overall
decrease in investment expenses related to the write-off of previously
deferred distribution fees during the third quarter of 2004.
In 2005, provision for certificate reserves increased $34.4 million, or
146.4 percent, due to the increase in volumes, higher average reserves,
higher interest crediting rates and an increase in stock market certificate
reserves, due to appreciation in the S&P 500 this year versus slight
depreciation in the same period one year ago.
For the three months ended September 30, 2005, $0.5 million of total
investment gains were more than offset by $16.5 million of investment
losses. Included in these total investment gains and losses are $0.5 million
of gross realized gains and $16.5 million of gross realized losses from
sales of securities classified as Available-for-Sale. Losses generated on
sales of available-for-sale securities for the three months ended September
30, 2005 are primarily attributed to the expected run-off of certificates
sold by the Company through American Express Bank Limited, a subsidiary of
American Express. These losses are the primary driver of the net loss
position for the three months ended September 30, 2005.
For the three months ended September 30, 2004, $4.9 million of total
investment gains were partially offset by $2.0 million of investment losses.
Included in these total investment gains and losses are $2.4 million of
gross realized gains and $0.2 million of gross realized losses from sales of
securities classified as Available-for-Sale.
RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
In 2005, net investment income before provision for certificate reserves and
income tax provision increased $56.4 million, or 41.4 percent, reflecting
higher levels of invested assets resulting from marketing promotions for the
Flexible Savings 7 and 11 month certificates which ended during the first
quarter of 2005 and an increase in the value of options used to economically
hedge outstanding Stock Market certificate reserves.
In 2005, provision for certificate reserves increased $58.7 million, or
69.2 percent, due to higher average reserves and higher interest crediting
rates and an increase in Stock Market certificate reserves due to the impact
of greater appreciation in the S&P 500 this year versus the prior year.
Certificate reserves increased as a result of marketing promotions for
certificates noted above, which ended during the first quarter of 2005.
For the nine months ended September 30, 2005, $2.6 million of total
investment gains from sales were more than offset by $17.1 million of
investment losses. Included in these total investment gains and losses were
$1.5 million of gross realized gains and $17.1 million of gross realized
losses from sales of securities classified as Available-for-Sale. Losses
generated on sales of available-for-sale securities for the nine months
ended September 30, 2005 are primarily attributed to the expected run-off of
certificates sold by the Company through American Express Bank Limited, a
subsidiary of American Express.
13
For the nine months ended September 30, 2004, $7.5 million of total
investment gains were partially offset by $3.6 million of investment losses.
Included in these total investment gains and losses were $4.9 million of
gross realized gains and $1.1 million of gross realized losses from sales of
securities, as well as $0.2 million of other-than-impairment losses on
investments classified as Available-for-Sale.
The increase in the effective tax rate from 35.5% to 37.2% for the nine months
ended September 30, 2005 and 2004, respectively, is a result of decreased levels
of dividend received deductions resulting in lower levels of qualifying
dividend income.
14
LIQUIDITY AND CAPITAL RESOURCES
Risk Management
ACC's investment program is designed to maintain an investment portfolio
that will produce competitive portfolio yields within risk and liquidity
parameters that are consistent with the need to meet contractual obligations
to investors in ACC's products.
Debt securities and marketable equity securities are classified as
Available-for-Sale and are carried at fair value. The Available-for-Sale
classification does not mean ACC expects to sell these securities, but
rather these securities are available to meet possible liquidity needs
should there be significant changes in market interest rates or certificate
owner redemptions.
Capital Strategy
ACC's principal sources of cash are receipts from sales of face-amount
certificate products and cash flows from investments. ACC's principal uses
of cash are payments to certificate product owners for matured and
surrendered certificates, purchases of investments, and return of capital or
dividend payments to Ameriprise Financial.
Cash received from sales of certificates totaled $2.7 billion and $2.1
billion for the nine months ended September 30, 2005 and 2004, respectively.
Certificate maturities and cash surrenders totaled $2.3 billion and $1.7
billion for the nine months ended September 30, 2005 and 2004, respectively.
ACC, as an issuer of face-amount certificates, is impacted by significant
changes in interest rates as interest crediting rates on certificate
products generally reset at shorter intervals than the change in the yield
on ACC's investment portfolio. The specified maturities of most of ACC's
certificate products range from ten to twenty years. Within that maturity
period, most certificates have interest crediting rate terms ranging from
one to thirty-six months. Interest crediting rates are subject to change and
certificate product owners can surrender their certificates without penalty
at term end. As of September 30, 2005, ACC has investment certificate
obligations totaling $6.4 billion of which $3.0 billion have terms ending in
2005, $2.9 billion have terms ending in 2006 and $0.5 billion have terms
ending in 2007 and 2008. Contract holders have the right to redeem the
investment certificates earlier and at their discretion subject to a
surrender charge. Redemptions are most likely to occur in periods of
dramatic increases in interest rates. ACC has investments in mortgage and
asset-backed securities, and to a lesser extent, intermediate term corporate
debt securities. ACC may enter into interest rate swap contracts that
effectively lengthen the rate reset interval on certificate products. As a
result of interest rate fluctuations, the amount of interest paid on hedged
liabilities will positively or negatively impact reported earnings. Income
or loss on the derivative instruments that are linked to the hedged
liabilities will generally partially offset the effect of this impact. The
Company views this strategy as a prudent management of interest rate
sensitivity, such that earnings are not exposed to undue risk presented by
changes in interest rates. Also, on three series of ACC's certificates,
interest is credited to certificate products based upon the relative change
in a major stock market index between the beginning and end of the
certificates' terms. To meet the obligations related to the provisions of
these equity market sensitive certificates, ACC purchases and writes index
call options on a major stock market index and, from time to time, enters
into futures contracts.
Funding Strategy
Investments include $314.8 million, $335.3 million and $233.5 million of
fixed maturity investments which were below investment grade securities
(excluding net unrealized appreciation and depreciation)
15
at September 30, 2005, December 31, 2004 and September 30, 2004,
respectively. These investments represent 5.2 percent, 5.6 percent and 4.3
percent of ACC's investment portfolio at September 30, 2005, December 31,
2004 and September 30, 2004, respectively. These investments may be subject
to a higher degree of risk than the investment grade issues because of the
borrower's generally greater sensitivity to adverse economic conditions,
such as recession or increasing interest rates, and in certain instances,
the lack of an active secondary market. Expected returns on below investment
grade securities reflect consideration of such factors. ACC has identified
certain investments for which a decline in fair value has been determined to
be other than temporary, and has written such securities down to fair value
with a charge to net income.
Generally, investment securities are carried at fair value on the balance
sheet with unrealized (losses) gains recorded in accumulated other
comprehensive (loss) income within equity, net of income tax (benefits)
provisions. For the nine months ended September 30, 2005 and 2004, ACC
experienced net unrealized losses on Available-for-Sale securities of
$(65.4) million and $(17.7) million, as reflected in the Statements of
Comprehensive (Loss) Income. As part of its ongoing monitoring process,
management has determined that the net unrealized losses that arose during
2005 are primarily attributable to changes in interest rates. Additionally,
ACC has the ability and intent to hold these securities for a time
sufficient to recover its amortized cost and has, therefore, concluded that
none of these securities are other-than-temporarily impaired at September
30, 2005.
IMPACT OF MARKET VOLATILITY ON RESULTS OF OPERATIONS
ACC primarily invests in mortgage and asset-backed securities, and
intermediate term corporate debt securities to provide its certificate
owners with a competitive rate of return on their certificate while managing
risk. ACC does not invest in securities to generate short-term trading
profits for its own account.
ACC is exposed to risk associated with fluctuating interest payments from
certain certificate products tied to the London Interbank Offering Rate
(LIBOR). As such, certificate product interest crediting rates reset at
shorter intervals than the changes in the investment portfolio yield related
to new investments and reinvestments. Therefore, ACC's spreads may be
negatively impacted by increases in the general level of interest rates. ACC
may hedge the risk of rising interest rates by entering into pay-fixed,
receive-variable (LIBOR-based) interest rate swaps that convert fluctuating
crediting rate payments to fixed payments, effectively protecting ACC from
unfavorable interest rate movements. The interest rate swaps are treated as
cash flow hedges per Statement of Financial Accounting Standards (SFAS) No.
133, "Accounting for Derivative Instruments and Hedging Activities".
ACC is also exposed to risk associated with fluctuations in the equity
market from three series of its certificate products. Such amounts credited
to certificate product owners' accounts are tied to the relative change in a
major stock market index between the beginning and end of the certificates'
terms. ACC purchases and writes equity index call options on a major stock
market index in order to meet such obligations.
In accordance with an informal agreement established with the Commissioner
of Commerce for the State of Minnesota, ACC has agreed to maintain a minimum
Capital-to-Assets Ratio of 5.0 percent. The ratio of shareholder's equity,
excluding accumulated other comprehensive income (loss) net of tax, to total
assets less certificate loans and net unrealized gains (losses) on
securities classified as Available-for-Sale (the Capital-to-Assets Ratio) at
September 30, 2005 and December 31, 2004, was 5.1 percent and 5.2 percent,
respectively. In addition, ACC is required to maintain cash and "qualified
investments"
16
meeting the standards of Section 28(b) of the 1940 Act, as modified by an
order of the SEC. The amortized cost of such investments must be at least
equal to ACC's net liabilities on all outstanding face-amount certificates
plus $250,000. As a condition to its reliance on the SEC order, ACC has
agreed to maintain an amount of unappropriated retained earnings and capital
equal to at least 5.0 percent of net certificate reserves. As of September
30, 2005 and December 31, 2004 this ratio was 5.4 percent and 5.6 percent,
respectively.
OTHER REPORTING MATTERS
ACCOUNTING DEVELOPMENTS
See "Recently Issued Accounting Standards" section of Note 1 to Financial
Statements.
ITEM 4. CONTROLS AND PROCEDURES
DISCLOSURE CONTROLS AND PROCEDURES
The Company maintains disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as
amended (the Exchange Act)) designed to provide reasonable assurance that
the information required to be reported in the Exchange Act filings is
recorded, processed, summarized and reported within the time periods
specified and pursuant to the regulations of the Securities and Exchange
Commission, including controls and procedures designed to ensure that this
information is accumulated and communicated to the Company'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, the Company'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.
The Company's management, with the participation of its Chief Executive
Officer and Chief Financial Officer, evaluated the effectiveness of the
disclosure controls and procedures as of the end of the period covered by
this report. Based upon that evaluation, the Company's Chief Executive
Officer and Chief Financial Officer have concluded that the Company's
disclosure controls and procedures were effective at a reasonable level of
assurance as of September 30, 2005.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
American Express has historically provided a variety of corporate and other
support services for the Company, including information technology,
treasury, accounting, financial reporting, tax administration, human
resources, marketing, legal, procurement and other services. American
Express will continue to provide the Company with many of these services
pursuant to a transition services agreement for transition period of up to
two years following the separation and distribution. The Company is now
relying upon American Express as a third party to perform these services,
many of which may impact our financial reporting processes. During this
transition there have been some changes in personnel and in relative
responsibility for oversight of the processes. We consider this
a material change in the Company's internal controls over financial reporting.
Other than the changes mentioned above, no other changes in the Company'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 have materially affected, or are reasonably likely
to materially affect, the Company's internal control over financial
reporting.
FORWARD-LOOKING STATEMENTS
This report includes forward-looking statements, which are subject to risks
and uncertainties. The words "believe," "expect," "anticipate,"
"optimistic," "intend," "plan," "aim," "will," "may," "should," "could,"
"would," "likely," and similar expressions are intended to identify
forward-looking 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. Factors that could cause actual
results to differ materially from these forward-looking statements include,
but are not limited to: ACC's ability to successfully implement a business
model that allows for significant net income growth based on revenue
contraction or on revenue growth that is lower than historical levels,
including the ability to improve its operating expense to revenue ratio both
in the short-term and over time, which will depend in part on the
effectiveness of reengineering and other cost control initiatives, as well
as factors impacting ACC's revenues; ACC's ability to grow its business,
over time, which will depend on ACC's ability to manage its capital needs
and the effect of business mix; the ability to increase investment spending,
which will depend in part on the equity markets and other factors affecting
revenues, and the ability to capitalize on such investments to improve
business metrics; the accuracy of certain critical accounting estimates,
including the fair value of the assets in ACC's investment portfolio
(including those investments that are not readily marketable), fluctuation
in the equity and fixed income markets, which can affect the amount and
types of certificate products sold by ACC, potential deterioration in ACC's
high-yield and other investments, which could result in further losses in
ACC's investment portfolio; the ability of ACC to sell certain high-yield
investments at expected values and within anticipated timeframes and to
maintain its high-yield portfolio at certain
17
levels in the future; and spreads in the certificate businesses; credit
trends and the rate of bankruptcies, which can affect returns on ACC's
investment portfolios; fluctuations in foreign currency exchange rates,
which could affect commercial activities, among other businesses, or
restrictions on convertibility of certain currencies; changes in laws or
government regulations, including tax laws affecting ACC's businesses or
that may affect the sales of the products and services that it offers, and
regulatory activity in the areas of customer privacy, consumer protection,
business continuity and data protection; the adoption of recently issued
accounting rules related to the consolidation of variable interest entities,
including those involving collateralized debt obligations and secured loan
trusts, that ACC invests in, which could affect both ACC's balance sheet and
results of operations; and outcomes and costs associated with litigation and
compliance and regulatory matters. A further description of these and other
risks and uncertainties can be found in ACC's other reports filed with the
SEC.
PART II. OTHER INFORMATION
AMERIPRISE CERTIFICATE COMPANY
ITEM 1. LEGAL PROCEEDINGS
ACC is a party to litigation and arbitration proceedings in the ordinary
course of business. The outcome of any litigation cannot be predicted with
any certainty. However, in the aggregate, ACC does not consider any lawsuits
in which it is named as a defendant to have a material impact on ACC's
financial position or operating results.
ITEM 6. EXHIBITS
See Exhibit Index on pages E-1 hereof.
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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: November 14, 2005 By /s/ Paula R. Meyer
-----------------------------------
Paula R. Meyer
President and Chief Executive Officer
Date: November 14, 2005 By /s/ Brian J. McGrane
-----------------------------------
Brian J. McGrane
Vice President and Chief Financial
Officer
19
EXHIBIT INDEX
The following exhibits are filed as part of this Quarterly Report:
Exhibit Description
- ------- -----------
10(s) Amended Investment Advisory and Services Agreement between
Registrant and Ameriprise Financial, Inc. dated August 16, 2005 is
filed electronically herewith as Exhibit 10(s).
10(t) Investment Management Services Transfer Agreement between Ameriprise
Financial, Inc. and RiverSource Investments, LLC, dated September
29, 2005 is filed electronically herewith as Exhibit 10(t).
31.1 Certification of Paula R. Meyer pursuant to Rule 13a-14(a)
promulgated under the Securities Exchange Act of 1934, as amended.
31.2 Certification of Brian J. McGrane pursuant to Rule 13a-14(a)
promulgated under the Securities Exchange Act of 1934, as amended.
32.1 Certification of Paula R. Meyer and Brian J. McGrane pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
E-1