820027--3/8/2006--AMERIPRISE_FINANCIAL

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Risks Relating to Our Business Our financial condition and results of operations may be adversely affected by market fluctuations and by economic and other factors Defaults in our fixed income securities portfolio or consumer credit products would adversely affect our earnings. If the counterparties to our reinsurance arrangements or to the derivative instruments we use to hedge our business risks default, we may be exposed to risks we had sought to mitigate, which could adversely affect our financial condition and results of operations. Some of our investments are relatively illiquid. Intense competition and the economics of changes in our product revenue mix and distribution channels could negatively affect our ability to maintain or increase our market share and profitability. We face intense competition in attracting and retaining key talent. Our businesses are heavily regulated, and changes in regulation may reduce our profitability, limit our growth, or impact our ability to pay dividends or achieve targeted return-on-equity levels. Conflicts of interest are increasing and a failure to appropriately deal with conflicts of interest could adversely affect our businesses. Legal and regulatory actions are inherent in our businesses and could result in financial losses or harm our businesses. A downgrade or a potential downgrade in our financial strength or credit ratings could adversely affect our financial condition and results of operations. If our reserves for future policy benefits and claims are inadequate, we may be required to increase our reserve liabilities, which could adversely affect our results of operations and financial condition. Morbidity rates or mortality rates that differ significantly from our pricing expectations could negatively affect profitability. We may face losses if there are significant deviations from our assumptions regarding the future persistency of our insurance policies and annuity contracts. We may be required to accelerate the amortization of deferred acquisition costs, which would increase our expenses and reduce profitability. Risk management policies and procedures may not be fully effective in mitigating risk exposure in all market environments or against all types of risk, including employee and financial advisor misconduct. As a holding company, we depend on the ability of our subsidiaries to transfer funds to us to pay dividends and to meet our obligations. Changes in U.S. federal income tax law could make some of our products less attractive to clients. We are subject to tax contingencies that could adversely affect reserves. Risks Relating to Our Common Stock The market price of our shares may fluctuate. Provisions in our certificate of incorporation and bylaws and of Delaware law may prevent or delay an acquisition of our company, which could decrease the market value of our common stock. Risks Relating to Our Separation from American Express Company We will only have the right to use the American Express brand name and logo in a limited capacity for up to two years. If our new brand names Ameriprise and RiverSource do not develop a strong reputation, our revenue and profitability could decline. Client acquisition may be adversely affected by our separation from American Express Company. Our historical consolidated financial information is not necessarily representative of the results we would have achieved as a stand-alone company and may not be a reliable indicator of our future results. We have experienced increased costs in connection with the separation from American Express Company and as an independent company. We may not have sufficient capital generation ability to meet our operating and regulatory capital requirements, and current and future funding may adversely affect holders of our common stock through the issuance of more senior securities or through dilution. As we build our information technology infrastructure and transition our data to our own systems, we could experience temporary business interruptions and incur substantial additional costs. We agreed to certain restrictions to preserve the treatment of the Distribution as tax free to American Express Company and its shareholders, which reduces our strategic and operating flexibility. We agreed to indemnify American Express Company and its shareholders for taxes and related losses resulting from certain actions that cause the Distribution to fail to qualify as a tax free transaction. Our separation from American Express Company could increase our U.S. federal income tax costs. The continued ownership of American Express Company common stock and options by our executive officers may create, or may create the appearance of, conflicts of interest.

Full 10-K form ▸

820027--3/8/2006--AMERIPRISE_FINANCIAL_INC